ACE
      SECURITIES CORP.

    Depositor

     

    OCWEN
      LOAN SERVICING, LLC

    a
      Servicer

     

    GMAC
      MORTGAGE, LLC

    a
      Servicer

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer and Securities Administrator

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of July 1, 2007

     

     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-SL2

    Asset
      Backed Pass-Through Certificates

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    
      	
              ARTICLE
                I DEFINITIONS

            	
              11

            
	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	
              11

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            	
              65

            
	
               

            	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                CERTIFICATES

            	
              67

            
	
               

            	 
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            	
              67

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            	
              68

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            	
              69

            
	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              71

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of the Servicers.

            	
              73

            
	
              SECTION
                2.06.

            	
              Issuance
                of the REMIC I Regular Interests and the Class R-I
                Interest.

            	
              77

            
	
              SECTION
                2.07.

            	
              Conveyance
                of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC
                III by
                the Trustee.

            	
              77

            
	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            	
              78

            
	
              SECTION
                2.09.

            	
              Establishment
                of the Trust.

            	
              78

            
	
              SECTION
                2.10.

            	
              Purpose
                and Powers of the Trust.

            	
              78

            
	
              SECTION
                2.11.

            	
              Representations
                and Warranties of the Trustee.

            	
              79

            
	
               

            	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
                ACCOUNTS

            	
              80

            
	
               

            	 
	
              SECTION
                3.01.

            	
              The
                Servicers to Act as Servicer.

            	
              80

            
	
              SECTION
                3.02.

            	
              Sub-Servicing
                Agreements Between a Servicer and Sub-Servicers.

            	
              84

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            	
              85

            
	
              SECTION
                3.04.

            	
              No
                Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee,
                the
                Certificate Insurer or the Certificateholders.

            	
              86

            
	
              SECTION
                3.05.

            	
              Assumption
                or Termination of Sub-Servicing Agreement by Successor
                Servicer.

            	
              86

            
	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            	
              86

            
	
              SECTION
                3.07.

            	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            	
              87

            
	
              SECTION
                3.08.

            	
              Collection
                Accounts and Distribution Account.

            	
              88

            
	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Accounts and Distribution Account.

            	
              91

            
	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            	
              93

            
	
              SECTION
                3.11.

            	
              Maintenance
                of Hazard Insurance, Errors and Omissions and Fidelity Coverage and
                Primary Mortgage Insurance.

            	
              95

            
	
              SECTION
                3.12.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            	
              97

            
	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              98

            
	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              102

            
	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            	
              103

            
	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            	
              104

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            	
              104

            
	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            	
              105

            
	
              SECTION
                3.19.

            	
              [Reserved].

            	
              107

            
	
              SECTION
                3.20.

            	
              Annual
                Certification; Additional Information.

            	
              107

            
	
              SECTION
                3.21.

            	
              Access
                to Certain Documentation.

            	
              108

            
	
              SECTION
                3.22.

            	
              Title,
                Management and Disposition of REO Property.

            	
              109

            
	
              SECTION
                3.23.

            	
              Obligations
                of the Servicers in Respect of Prepayment Interest Shortfalls; Relief
                Act
                Interest Shortfalls.

            	
              112

            
	
              SECTION
                3.24.

            	
              Obligations
                of the Servicer in Respect of Mortgage Rates and Monthly
                Payments.

            	
              113

            
	
              SECTION
                3.25.

            	
              Reserve
                Fund.

            	
              113

            
	
              SECTION
                3.26.

            	
              Advance
                Facility.

            	
              115

            
	
              SECTION
                3.27.

            	
              Indemnification.

            	
              117

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE
                MASTER
                SERVICER

            	
              119

            
	
               

            	 
	
              SECTION
                4.01.

            	
              Master
                Servicer.

            	
              119

            
	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            	
              120

            
	
              SECTION
                4.03.

            	
              Monitoring
                of Servicers.

            	
              120

            
	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            	
              121

            
	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            	
              121

            
	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	
              122

            
	
              SECTION
                4.07.

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

            	
              123

            
	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	
              123

            
	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              123

            
	
              SECTION
                4.10.

            	
              Reserved.

            	
              124

            
	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	
              124

            
	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              124

            
	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            	
              124

            
	
              SECTION
                4.14.

            	
              REO
                Property.

            	
              124

            
	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            	
              125

            
	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance.

            	
              126

            
	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            	
              127

            
	
              SECTION
                4.18.

            	
              Annual
                Certification.

            	
              128

            
	
              SECTION
                4.19.

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

            	
              129

            
	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            	
              129

            
	
               

            	 
	
              ARTICLE
                V PAYMENTS TO CERTIFICATEHOLDERS

            	
              131

            
	
               

            	 
	
              SECTION
                5.01.

            	
              Distributions.

            	
              131

            
	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            	
              139

            
	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            	
              143

            
	
              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            	
              145

            
	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            	
              146

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            	
              146

            
	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            	
              152

            
	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	
              154

            
	
              SECTION
                5.09.

            	
              Swap
                Collateral Account.

            	
              155

            
	
              SECTION
                5.10.

            	
              Cap
                Collateral Account.

            	
              156

            
	
              SECTION
                5.11.

            	
              The
                Insurance Policy.

            	
              157

            
	
               

            	 
	
              ARTICLE
                VI THE CERTIFICATES

            	
              160

            
	
               

            	 
	
              SECTION
                6.01.

            	
              The
                Certificates.

            	
              160

            
	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	
              162

            
	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              168

            
	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            	
              169

            
	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            	
              169

            
	
               

            	 
	
              ARTICLE
                VII THE DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

            	
              170

            
	
               

            	 
	
              SECTION
                7.01.

            	
              Liability
                of the Depositor, the Servicers and the Master Servicer.

            	
              170

            
	
              SECTION
                7.02.

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

            	
              170

            
	
              SECTION
                7.03.

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

            	
              170

            
	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicers.

            	
              172

            
	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            	
              173

            
	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            	
              173

            
	
              SECTION
                7.07.

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

            	
              174

            
	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            	
              175

            
	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	
              175

            
	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            	
              175

            
	
              SECTION
                7.11.

            	
              Transfer
                of Servicing by Sponsor to a Special Servicer.

            	
              176

            
	 	 
	
              ARTICLE
                VIII DEFAULT

            	
              177

            
	
               

            	 
	
              SECTION
                8.01.

            	
              Servicer
                Events of Default and Termination Events.

            	
              177

            
	
              SECTION
                8.02.

            	
              Master
                Servicer to Act; Appointment of Successor.

            	
              184

            
	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            	
              185

            
	
              SECTION
                8.04.

            	
              Waiver
                of Servicer Events of Default.

            	
              185

            
	
               

            	 
	
              ARTICLE
                IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	
              187

            
	
               

            	 
	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            	
              187

            
	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            	
              188

            
	
              SECTION
                9.03.

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

            	
              193

            
	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	
              193

            
	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee, Custodians and Securities
                Administrator.

            	
              193

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	
              194

            
	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	
              195

            
	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            	
              196

            
	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	
              197

            
	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              197

            
	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            	
              198

            
	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            	
              198

            
	
               

            	 
	
              ARTICLE
                X TERMINATION

            	
              200

            
	
               

            	 
	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	
              200

            
	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            	
              203

            
	
               

            	 
	
              ARTICLE
                XI REMIC PROVISIONS

            	
              205

            
	
               

            	 
	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            	
              205

            
	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            	
              208

            
	
              SECTION
                11.03.

            	
              Indemnification.

            	
              208

            
	
               

            	 
	
              ARTICLE
                XII MISCELLANEOUS PROVISIONS

            	
              210

            
	
               

            	 
	
              SECTION
                12.01.

            	
              Amendment.

            	
              210

            
	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              211

            
	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	
              212

            
	
              SECTION
                12.04.

            	
              Governing
                Law.

            	
              212

            
	
              SECTION
                12.05.

            	
              Notices.

            	
              212

            
	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            	
              213

            
	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies.

            	
              214

            
	
              SECTION
                12.08.

            	
              Article
                and Section References.

            	
              214

            
	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            	
              214

            
	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            	
              215

            
	
              SECTION
                12.11.

            	
              Intention
                of the Parties and Interpretation.

            	
              215

            
	
              SECTION
                12.12.

            	
              Indemnification.

            	
              216

            
	
              SECTION
                12.13.

            	
              Swap
                Provider and the Certificate Insurer as Third Party
                Beneficiaries.

            	
              216

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class CE-1 Certificate and Class CE-2 Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                B-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Class P Certificates, Class
                CE-1
                Certificates, Class CE-2 Certificates and Residual Certificates Pursuant
                to Rule 144A Under the Securities Act

            
	
              Exhibit
                B-2

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Class P Certificates, Class
                CE-1
                Certificates, Class CE-2 Certificates and Residual Certificates Pursuant
                to Rule 501(a) Under the Securities Act

            
	
              Exhibit
                B-3

            	
              Form
                of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                in
                Connection with Transfer of Residual Certificates

            
	
              Exhibit
                C-1

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                C-2

            	
              Annual
                Independent Public Accountants’ Servicing Report

            
	
              Exhibit
                D

            	
              Form
                of Power of Attorney

            
	
              Exhibit
                E

            	
              Servicing
                Criteria

            
	
              Exhibit
                F

            	
              Mortgage
                Loan Purchase Agreement 

            
	
              Exhibit
                G

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Exhibit
                H

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                I

            	
              Interest
                Rate Swap Agreement

            
	
              Exhibit
                J

            	
              Interest
                Rate Cap Contract

            
	
              Exhibit
                K

            	
              Insurance
                Policy

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	
              Schedule
                3

            	
              Reserved

            
	
              Schedule
                4

            	
              Standard
                File Layout - Delinquency Reporting

            
	
              Schedule
                5

            	
              Standard
                File Layout - Master Servicing

            
	
              Schedule
                6

            	
              Data
                Requirements of Servicing Advances Incurred Prior to Cut-off
                Date

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of July 1, 2007,
      among ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as a
      Servicer, GMAC MORTGAGE, LLC, as a Servicer, WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as Master Servicer and Securities Administrator and HSBC BANK
      USA,
      NATIONAL ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest of the Trust Fund created hereunder. The Trust Fund will
      consist of a segregated pool of assets comprised of the Mortgage Loans and
      certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than the Reserve Fund, the Cap Contract and,
      for the avoidance of doubt, the Supplemental Interest Trust and the Swap
      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 be the
      sole class of “residual interests” in REMIC I for purposes of the REMIC
      Provisions (as defined herein). The following table irrevocably sets forth
      the
      designation, the REMIC I Remittance Rate, the initial Uncertificated 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
      (as defined herein). None of the REMIC I Regular Interests will be
      certificated.

    
       

      
        	 

                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                 Initial

                Uncertificated
                  Balance 

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I-CE

              	 	
                Variable(2)

              	 	
                $

              	
                68,784,112.46
                  

              	 	
                May
                  2037

              
	
                I-AM

              	 	
                Variable(2)

              	 	
                $

              	
                16,356,292.00
                  

              	 	
                May
                  2037

              
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,938,426.00
                  

              	 	
                May
                  2037

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,938,426.00
                  

              	 	
                May
                  2037

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,898,366.50
                  

              	 	
                May
                  2037

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,898,366.50
                  

              	 	
                May
                  2037

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,857,013.00
                  

              	 	
                May
                  2037

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,857,013.00
                  

              	 	
                May
                  2037

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,816,557.00
                  

              	 	
                May
                  2037

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,816,557.00
                  

              	 	
                May
                  2037

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,776,978.50
                  

              	 	
                May
                  2037

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,776,978.50
                  

              	 	
                May
                  2037

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,738,257.50
                  

              	 	
                May
                  2037

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,738,257.50
                  

              	 	
                May
                  2037

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,700,377.00
                  

              	 	
                May
                  2037

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,700,377.00
                  

              	 	
                May
                  2037

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,663,318.00
                  

              	 	
                May
                  2037

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,663,318.00
                  

              	 	
                May
                  2037

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,627,062.00
                  

              	 	
                May
                  2037

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,627,062.00
                  

              	 	
                May
                  2037

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,591,593.50
                  

              	 	
                May
                  2037

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,591,593.50
                  

              	 	
                May
                  2037

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,556,894.00
                  

              	 	
                May
                  2037

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,556,894.00
                  

              	 	
                May
                  2037

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,522,947.00
                  

              	 	
                May
                  2037

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,522,947.00
                  

              	 	
                May
                  2037

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,489,737.00
                  

              	 	
                May
                  2037

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,489,737.00
                  

              	 	
                May
                  2037

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,457,247.00
                  

              	 	
                May
                  2037

              
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,457,247.00
                  

              	 	
                May
                  2037

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,425,462.50
                  

              	 	
                May
                  2037

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,425,462.50
                  

              	 	
                May
                  2037

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,394,367.50
                  

              	 	
                May
                  2037

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,394,367.50
                  

              	 	
                May
                  2037

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,363,947.50
                  

              	 	
                May
                  2037

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,363,947.50
                  

              	 	
                May
                  2037

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,334,187.50
                  

              	 	
                May
                  2037

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,334,187.50
                  

              	 	
                May
                  2037

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,305,073.00
                  

              	 	
                May
                  2037

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,305,073.00
                  

              	 	
                May
                  2037

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,276,591.00
                  

              	 	
                May
                  2037

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,276,591.00
                  

              	 	
                May
                  2037

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,248,727.00
                  

              	 	
                May
                  2037

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,248,727.00
                  

              	 	
                May
                  2037

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,221,468.50
                  

              	 	
                May
                  2037

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,221,468.50
                  

              	 	
                May
                  2037

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,194,801.00
                  

              	 	
                May
                  2037

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,194,801.00
                  

              	 	
                May
                  2037

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,168,712.50
                  

              	 	
                May
                  2037

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,168,712.50
                  

              	 	
                May
                  2037

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,143,191.00
                  

              	 	
                May
                  2037

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,143,191.00
                  

              	 	
                May
                  2037

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,118,223.50
                  

              	 	
                May
                  2037

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,118,223.50
                  

              	 	
                May
                  2037

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,093,798.00
                  

              	 	
                May
                  2037

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,093,798.00
                  

              	 	
                May
                  2037

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,069,903.00
                  

              	 	
                May
                  2037

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,069,903.00
                  

              	 	
                May
                  2037

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,046,527.00
                  

              	 	
                May
                  2037

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,046,527.00
                  

              	 	
                May
                  2037

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,023,659.00
                  

              	 	
                May
                  2037

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,023,659.00
                  

              	 	
                May
                  2037

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                175,642.50
                  

              	 	
                May
                  2037

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                175,642.50
                  

              	 	
                May
                  2037

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                275,722.00
                  

              	 	
                May
                  2037

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                275,722.00
                  

              	 	
                May
                  2037

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                269,688.50
                  

              	 	
                May
                  2037

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                269,688.50
                  

              	 	
                May
                  2037

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                263,785.00
                  

              	 	
                May
                  2037

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                263,785.00
                  

              	 	
                May
                  2037

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                258,011.00
                  

              	 	
                May
                  2037

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                258,011.00
                  

              	 	
                May
                  2037

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                252,370.00
                  

              	 	
                May
                  2037

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                252,370.00
                  

              	 	
                May
                  2037

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                246,938.50
                  

              	 	
                May
                  2037

              
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                246,938.50
                  

              	 	
                May
                  2037

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                241,538.00
                  

              	 	
                May
                  2037

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                241,538.00
                  

              	 	
                May
                  2037

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                236,245.50
                  

              	 	
                May
                  2037

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                236,245.50
                  

              	 	
                May
                  2037

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $

              	
                231,068.50
                  

              	 	
                May
                  2037

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $

              	
                231,068.50
                  

              	 	
                May
                  2037

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $

              	
                226,004.50
                  

              	 	
                May
                  2037

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $

              	
                226,004.50
                  

              	 	
                May
                  2037

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $

              	
                221,051.00
                  

              	 	
                May
                  2037

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $

              	
                221,051.00
                  

              	 	
                May
                  2037

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $

              	
                216,205.00
                  

              	 	
                May
                  2037

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $

              	
                216,205.00
                  

              	 	
                May
                  2037

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $

              	
                211,463.50
                  

              	 	
                May
                  2037

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $

              	
                211,463.50
                  

              	 	
                May
                  2037

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $

              	
                206,826.00
                  

              	 	
                May
                  2037

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $

              	
                206,826.00
                  

              	 	
                May
                  2037

              
	
                I-46-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,096,381.00
                  

              	 	
                May
                  2037

              
	
                I-46-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,096,381.00
                  

              	 	
                May
                  2037

              
	
                I-CE-2O

              	 	
                Variable(2)

              	 	
                (3)

              	 	
                May
                  2037

              
	
                I-CE-2G

              	 	
                Variable(2)

              	 	
                (4)

              	 	
                May
                  2037

              


      

      __________________________

    

     

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                I Regular Interest I-CE-20 will not have an Uncertificated Balance,
                but
                will accrue interest on its Notional Amount described in accordance
                with
                the definition of “Notional Amount”
herein.

            


    

    
      	
              (4)

            	
              REMIC
                I Regular Interest I-CE-2G will not have an Uncertificated Balance,
                but
                will accrue interest on its Notional Amount described in accordance
                with
                the definition of “Notional Amount”
herein.

            


    

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC I Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The Class R-II Interest will evidence the sole class
      of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the REMIC II Remittance
      Rate, the initial aggregate Uncertificated 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

            	
              REMIC
                II 

              Remittance
                Rate

            	
              Initial

              Uncertificated
                Balance

            	
              Latest
                Possible

              Maturity
                Date (1)

            
	
              AA

            	
              Variable(2)

            	 	
              $
                192,594,512.21 

            	
              May
                2037

            
	
              A

            	
              Variable(2)

            	 	
              $    
                1,277,410.00 

            	
              May
                2037

            
	
              ZZ

            	
              Variable(2)

            	 	
              $    
                2,653,090.25 

            	
              May
                2037

            
	
              P

            	
              Variable(2)(3)

            	 	
              $             
                 100.00 

            	
              May
                2037

            
	
              IO

            	
              Variable(2)

            	 	
              (4)

            	
              May
                2037

            
	
              CE-2

            	
              (5)

            	 	
              (6)

            	
              May
                2037

            


    

    __________________________

     

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                II Regular Interest P will be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

            	
              REMIC
                II Regular Interest IO will not have an Uncertificated Balance, but
                will
                accrue interest on its Notional
                Amount.

            


    

    
      	
              (5)

            	
              REMIC
                II Regular Interest CE-2 will not have a REMIC II Remittance Rate,
                but
                will be entitled to 100% of the amounts distributed on REMIC I Regular
                Interest I-CE-20 and REMIC I Regular Interest
                I-CE-2G.

            


    

    
      	
              (6)

            	
              For
                federal income tax purposes, the REMIC II Regular Interest CE-2 will
                not
                have an Uncertificated Balance, but will have a Notional Amount equal
                to
                the Notional Amounts of REMIC I Regular Interest I-CE-20 and REMIC
                I
                Regular Interest I-CE-2G.

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator will elect 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 evidence the sole class
      of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for the indicated Classes of Certificates.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date (1)

            
	
              Class
                A

            	
              Variable(2)

            	
              $
                127,741,000.00 

            	
              May
                2037

            
	
              Class
                P 

            	
              N/A(3)

            	
              $             
                 100.00 

            	
              May
                2037

            
	
              Class
                CE-1

            	
              (4)

            	
              $ 
                 68,784,012.46 

            	
              May
                2037

            
	
              Class
                CE-2

            	
              (5)

            	
              (6)

            	
              May
                2037

            
	
              Class
                IO Interest 

            	
              (7)

            	
              (7)

            	
              May
                2037

            


    

    __________________________

     

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                Class P Certificates will not accrue
                interest.

            


    

    
      	(4)	
              The
                Class CE-1 Certificates will accrue interest at their variable
                Pass-Through Rate on the Notional Amount of the Class CE-1 Certificates
                outstanding from time to time which shall equal the Uncertificated
                Balance
                of the REMIC II Regular Interests (other than REMIC II Regular Interest
                P). The Class CE-1 Certificates will not accrue interest on their
                Certificate Principal Balance.

            


    

    
      	(5)	
              The
                Class CE-2 Certificates are an interest only class and for each
                Distribution Date the Class CE-2 Certificates will be entitled to
                receive
                100% of the amounts distributed on REMIC II Regular Interest
                CE-2.

            


    

    
      	(6)	
              For
                federal income tax purposes, the Class CE-2 Certificates will not
                have a
                Certificate Principal Balance, but will have a Notional Amount equal
                to
                the Notional Amount of REMIC II Regular Interest
                CE-2.

            


    

    
      	(7)	
              The
                Class IO Interest will not have a Pass-Through Rate or a Certificate
                Principal Balance, but will be entitled to 100% of amounts distributed
                on
                REMIC II Regular Interest IO.

            


    

     

    The
      Mortgage Loans had an aggregate Scheduled Principal Balance as of the Cut-off
      Date, after deducting all Monthly Payments due on or before the Cut-off Date,
      of
      $196,525,112.46. 

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

     

    ARTICLE
      I


     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.

     

    Whenever
      used in this Agreement, including, without limitation, in the Preliminary
      Statement hereto, the following words and phrases, unless the context otherwise
      requires, shall have the meanings specified in this Article. Unless otherwise
      specified, all calculations described herein shall be made on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    “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”:
      The
      Collection Accounts and the Distribution Account as the context may
      require.

     

    “Accrued
      Certificate Interest”:
      With
      respect to any Class A Certificate, Class CE-1 Certificate or CE-2 Certificate
      and each Distribution Date, interest accrued during the related Interest Accrual
      Period at the Pass-Through Rate for such Certificate for such Distribution
      Date
      on the Certificate Principal Balance, in the case of the Class A Certificates,
      or on the Notional Amount in the case of the Class CE-1 Certificates and Class
      CE-2 Certificates, of such Certificate immediately prior to such Distribution
      Date. The Class P Certificates are not entitled to distributions in respect
      of
      interest and, accordingly, will not accrue interest. All distributions of
      interest on the Class A Certificates will be calculated on the basis of a
      360-day year and the actual number of days in the applicable Interest Accrual
      Period. All distributions of interest on the Class CE-1 Certificates will be
      based on a 360-day year consisting of twelve 30-day months. Accrued Certificate
      Interest with respect to each Distribution Date, as to any Class A Certificate
      or Class CE-1 Certificate shall be reduced by an amount equal to the portion
      allocable to such Certificate pursuant to Section 1.02 hereof, if any, of the
      sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
      Distribution Date to the extent not covered by payments pursuant to Section
      3.23
      or Section 4.19 of this Agreement and (b) the aggregate amount of any Relief
      Act
      Interest Shortfall, if any, for such Distribution Date. In addition, Accrued
      Certificate Interest with respect to each Distribution Date, as to any Class
      CE-1 Certificate, shall be reduced by an amount equal to the portion allocable
      to such Class CE-1 Certificate of Realized Losses, if any, pursuant to Section
      1.02 and Section 5.04 hereof.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Additional
      Disclosure Notification”:
      Has
      the meaning set forth in Section 5.06(a). 

     

    “Additional
      Form 10-D Disclosure”:
      Has
      the meaning set forth in Section 5.06(a) of this Agreement.

     

    “Additional
      Form 10-K Disclosure”:
      Has
      the meaning set forth in Section 5.06(d) of this Agreement. 

     

    “Additional
      Servicer”:
      Means
      each affiliate of a Servicer and each Person who is not an affiliate of the
      related Servicer that Services any of the Mortgage Loans. For clarification
      purposes, the Master Servicer and the Securities Administrator are Additional
      Servicers.

     

    “Administration
      Fees”:
      The
      sum of (i) the related Servicing Fee, (ii) the Master Servicing Fee and (iii)
      the Credit Risk Management Fee.

     

    “Administration
      Fee Rate”:
      The
      sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate and (iii)
      the Credit Risk Management Fee Rate. 

     

    “Advance
      Facility”:
      As
      defined in Section 3.26(a).

     

    “Advance
      Financing Person”:
      As
      defined in Section 3.26(a).

     

    “Advance
      Reimbursement Amounts”:
      As
      defined in Section 3.26(b).

     

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

     

    “Aggregate
      Loss Severity Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate amount of Realized Losses (including any
      principal amounts that have been forgiven in respect of modifications to any
      Mortgage Loans) incurred on any Mortgage Loans from the Cut-off Date to the
      last
      day of the preceding calendar month and the denominator of which is the
      aggregate principal balance of such Mortgage Loans immediately prior to the
      liquidation of such Mortgage Loans.

     

    “Agreement”:
      This
      Pooling and Servicing Agreement, including all exhibits and schedules hereto
      and
      all amendments hereof and supplements hereto.

     

    “Allocated
      Realized Loss Amount”:
      With
      respect to the Class A Certificates and any Distribution Date, an amount equal
      to the sum of any Realized Loss allocated to the Class A Certificates on the
      Distribution Date and any Allocated Realized Loss Amount remaining unpaid from
      the previous Distribution Date.

     


    
      
        
        

      

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

     

    “Ancillary
      Income”:
      All
      income derived from the Mortgage Loans, other than Servicing Fees and Prepayment
      Charges, including but not limited to, late charges, fees received with respect
      to checks or bank drafts returned by the related bank for non-sufficient funds,
      assumption fees, optional insurance administrative fees and all other incidental
      fees and charges.

     

    “Annual
      Independent Public Accountants’ Servicing Report”:
      A
      report of a firm of independent public accountants which is a member of the
      American Institute of Certified Public Accountants to the effect that such
      firm
      has examined certain documents and records relating to the servicing of the
      Mortgage Loans or mortgage loans similar in nature to the Mortgage Loans by
      the
      Servicer and that such firm is of the opinion that the provisions of this
      Agreement or similar servicing agreements have been complied with, and that,
      on
      the basis of such examination conducted substantially in compliance with the
      Uniform Single Attestation Program for Mortgage Bankers, nothing has come to
      the
      attention of such firm which would indicate that such servicing has not been
      conducted in compliance therewith, except (i) such exceptions such firm shall
      believe to be immaterial, and (ii) such other exceptions as shall be set forth
      in such report. No Annual Independent Public Accountants’ Servicing Report shall
      contain any provision restricting the use of such report by the Servicer,
      including any prohibition on the inclusion of any such report in any filing
      with
      the Commission.

     

    “Assignment”:
      An
      assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction where
      the related Mortgaged Property is located to reflect of record the sale and
      assignment of the Mortgage, which assignment, notice of transfer or equivalent
      instrument may be in the form of one or more blanket assignments covering
      Mortgages secured by Mortgaged Properties located in the same county, if
      permitted by law.

     

    “Authorized
      Officers”:
      A
      managing director of the whole loan trading desk and a managing director in
      global markets.

     

    “Available
      Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to (1) the sum of (a) the
      aggregate of the amounts on deposit in the Collection Accounts and the
      Distribution Account as of the close of business on the related Servicer
      Remittance Date, (b) the aggregate of any amounts deposited in the Distribution
      Account by the Servicer or the Master Servicer in respect of Prepayment Interest
      Shortfalls for such Distribution Date pursuant to Section 3.23 or Section 4.19
      of this Agreement, (c) the aggregate of any P&I Advances for such
      Distribution Date made by the Servicers pursuant to Section 5.03 of this
      Agreement and (d) the aggregate of any P&I Advances made by a successor to a
      Servicer (including the Master Servicer) for such Distribution Date pursuant
      to
      Section 8.02 of this Agreement, reduced (to an amount not less than zero) by
      (2)
      the portion of the amount described in clause (1)(a) above that represents
      (i)
      Amounts Held for Future Distribution, (ii) Principal Prepayments on the Mortgage
      Loans received after the related Prepayment Period (together with any interest
      payments received with such Principal Prepayments to the extent they represent
      the payment of interest accrued on the Mortgage Loans during a period subsequent
      to the related Prepayment Period), (iii) Liquidation Proceeds, Insurance
      Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans
      after the related Prepayment Period, (iv) amounts reimbursable or payable to
      the
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator, the Credit Risk Manager or the Custodians pursuant to Section
      3.09 or 9.05 of this Agreement or otherwise payable in respect of Extraordinary
      Trust Fund Expenses, (v) the Credit Risk Management Fee, (vi) amounts deposited
      in a Collection Account or the Distribution Account in error, (vii) the amount
      of any Prepayment Charges collected by the Servicers in connection with the
      Principal Prepayment of any of the Mortgage Loans and (viii) amounts
      reimbursable to a successor Servicer (including the Master Servicer) pursuant
      to
      Section 8.02 of this Agreement. 

     

    
      
        
        

      

      
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    “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”:
      The
      Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
      amended.

     

    “Beneficiary”:
      The
      Trustee, on behalf of, and for the benefit of, the holders of the Class A
      Certificates. 

     

    “Book-Entry
      Certificates”:
      The
      Class A Certificates for so long as the Certificates of such Class shall be
      registered in the name of the Depository or its nominee.

     

    “Book-Entry
      Custodian”:
      The
      custodian appointed pursuant to Section 6.01.

     

    “Business
      Day”:
      Any
      day other than (i) a Saturday, a Sunday or (ii) a day on which the New York
      Stock Exchange or the Federal Reserve is closed or the banking or savings and
      loan institutions in the States of New York, Maryland, Minnesota, Florida,
      Iowa,
      Texas, Pennsylvania or in the city in which the Corporate Trust Office of the
      Trustee is located, are authorized or obligated by law, executive order or
      governmental decree to be closed.

     

    “Cap
      Contract”:
      Shall
      mean the interest rate cap contract dated as of August 20, 2007 between the
      Trustee and the Cap Counterparty, including any schedule, confirmation, credit
      support annex or other credit support document relating thereto, and attached
      hereto as Exhibit J.

     

    “Cap
      Counterparty”:
      The
      counterparty under the Cap Contract. Initially, the Cap Counterparty shall
      be
      Bear Stearns Financial Products Inc.

     


    
      
        
        

      

      
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    “Cap
      Credit Support Annex”:
      The
      credit support annex, dated as of August 20, 2007, between the Trustee and
      the
      Cap Counterparty, which is annexed to and forms part of the Cap Contract.


     

    “Cash-Out
      Refinancing”:
      A
      Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
      in
      excess of the principal balance of any existing first mortgage plus any
      subordinate mortgage on the related Mortgaged Property and related closing
      costs.

     

    “Certificate”:
      Any
      one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2007-SL2, Class A, Class P, Class CE-1, Class CE-2 and Class R Certificates
      issued under this Agreement. 

     

    “Certificate
      Factor”:
      With
      respect to any Class of Certificates (other than the Residual Certificates)
      as
      of any Distribution Date, a fraction, expressed as a decimal carried to six
      places, the numerator of which is the aggregate Certificate Principal Balance
      (or Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
      Certificates) of such Class of Certificates on such Distribution Date (after
      giving effect to any distributions of principal and allocations of Realized
      Losses resulting in reduction of the Certificate Principal Balance (or Notional
      Amount, in the case of the Class CE-1 Certificates and Class CE-2 Certificates)
      of such Class of Certificates to be made on such Distribution Date), and the
      denominator of which is the initial aggregate Certificate Principal Balance
      (or
      Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
      Certificates) of such Class of Certificates as of the Closing Date.

     

    “Certificate
      Insurer”:
      Assured Guaranty Corp., a Maryland-domiciled insurance company, or any successor
      thereto.

     

    “Certificate
      Insurer Default”:
      The
      existence and continuance of any of the following: (a) the Certificate Insurer
      fails to make a payment required under the Insurance Policy in accordance with
      its terms; or (b) (i) the Certificate Insurer (A) files any petition or
      commences any case or proceeding under any provision or chapter of the
      Bankruptcy Code or any other similar federal or state law relating to its own
      insolvency, bankruptcy, liquidation or reorganization, (B) makes a general
      assignment for the benefit of its creditors, or (C) has an order for relief
      entered against it under the Bankruptcy Code or any other similar federal or
      state law relating to insolvency, bankruptcy, liquidation or reorganization
      which is final and non-appealable; or (ii) a court of competent jurisdiction,
      the New York State Insurance Department or the Maryland Insurance Administration
      or other competent regulatory authority enters a final and non-appealable order,
      judgment or decree (A) appointing a custodian, trustee, agent or receiver for
      the Certificate Insurer or for all or any material portion of its property
      or
      (B) authorizing the taking of possession by a custodian, trustee, agent or
      receiver of the Certificate Insurer (or the taking of possession of all or
      any
      material portion of the property of the Certificate Insurer); provided, however,
      that upon the cure of any Certificate Insurer Default, the Certificate Insurer
      's voting, approval, notice and consent rights shall be reinstated.

     

    “Certificate
      Margin”:
      With
      respect to the Class A Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest A, 0.70% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.05%
      in the case of each Distribution Date thereafter.

     


    
      
        
        

      

      
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    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or a Non-United States Person shall
      not
      be a Holder of a Residual Certificate for any purposes hereof, and solely for
      the purposes of giving any consent pursuant to this Agreement, any Certificate
      registered in the name of or beneficially owned by the Depositor, the Sponsor,
      a
      Servicer, the Master Servicer, the Securities Administrator, the Trustee or
      any
      Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
      to
      which it is entitled shall not be taken into account in determining whether
      the
      requisite percentage of Voting Rights necessary to effect any such consent
      has
      been obtained. The Trustee and the Securities Administrator may conclusively
      rely upon a certificate of the Depositor, the Sponsor, the Master Servicer,
      the
      Securities Administrator or a Servicer in determining whether a Certificate
      is
      held by an Affiliate thereof. All references herein to “Holders” or
“Certificateholders” shall reflect the rights of Certificate Owners as they may
      indirectly exercise such rights through the Depository and participating members
      thereof, except as otherwise specified herein; provided, however, that the
      Trustee and the Securities Administrator shall be required to recognize as
      a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
      registered in the Certificate Register.

     

    “Certificate
      Owner”:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      such Certificate as reflected on the books of the Depository or on the books
      of
      a Depository Participant or on the books of an indirect participating brokerage
      firm for which a Depository Participant acts as agent.

     

    “Certificate
      Principal Balance”:
      With
      respect to each Class A Certificate or Class P Certificate as of any date of
      determination, the Certificate Principal Balance of such Certificate on the
      Distribution Date immediately prior to such date of determination plus any
      Subsequent Recoveries added to the Certificate Principal Balance of such
      Certificate (other than a Class P Certificate) pursuant to Section 5.04, minus
      (i) all distributions allocable to principal made thereon and (ii) Realized
      Losses allocated thereto, if any, on such immediately prior Distribution Date
      (or, in the case of any date of determination up to and including the first
      Distribution Date, the initial Certificate Principal Balance of such
      Certificate, as stated on the face thereof). With respect to each Class CE-1
      Certificate as of any date of determination, an amount equal to the Percentage
      Interest evidenced by such Certificate times the excess, if any, of (A) the
      then
      aggregate Uncertificated Balances of the REMIC II Regular Interests over (B)
      the
      then aggregate Certificate Principal Balances of the Class A Certificates and
      the Class P Certificates then outstanding. The aggregate initial Certificate
      Principal Balance of each Class of Regular Certificates is set forth in the
      Preliminary Statement hereto.

     

    “Certificate
      Register”:
      The
      register maintained pursuant to Section 6.02.

     

    “Certification
      Parties”:
      Has
      the meaning set forth in Section 3.20 of this Agreement.

     

    “Certifying
      Person”:
      Has
      the meaning set forth in Section 3.20 of this Agreement.

     

    “Charged
      Off Loan”:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that the related
      Servicer is required to charge off once such Mortgage Loan becomes 180 days
      delinquent pursuant to Section 3.13, provided that such Mortgage Loan is not
      a
      Liquidated Mortgage Loan and provided further, that the related Servicer has
      determined, based on a broker’s price opinion and other relevant considerations,
      that there will be (i) no Significant Subsequent Recoveries with respect to
      such
      Mortgage Loan or (ii) the potential Subsequent Recoveries are anticipated to
      be
      an amount, determined by such Servicer in its good faith judgment and in light
      of other mitigating circumstances, that is insufficient to warrant proceeding
      through foreclosure or other liquidation of the related Mortgaged
      Property.

     


    
      
        
        

      

      
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    “Class”:
      Collectively, all of the Certificates bearing the same class
      designation.

     

    “Class
      A Certificate”:
      Any
      one of the Class A Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III, (ii)
      the right to receive the related Net WAC Rate Carryover Amount and (iii) the
      obligation to pay any Class IO Distribution Amount.

     

    “Class
      CE-1 Certificate”:
      Any
      one of the Class CE-1 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III, (ii)
      beneficial ownership of the Reserve Fund and (iii) beneficial ownership of
      the
      Supplemental Interest Trust.

     

    “Class
      CE-2 Certificate”:
      Any
      one of the Class CE-2 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      IO Distribution Amount”:
      As defined in Section 5.07(f) 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 5.07(f)
      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
      P Certificate”:
      Any
      one of the Class P Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      R Certificates”:
      Any
      one of the Class R Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-4, and evidencing the Class R-I Interest, the Class R-II
      Interest and the Class R-III Interest.

     

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

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

     

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

     

    “Closing
      Date”:
      August
      20, 2007.

     

    “Code”:
      The
      Internal Revenue Code of 1986 as amended from time to time.

     

    “Collection
      Account”:
      The
      separate account or accounts created and maintained, or caused to be created
      and
      maintained, by each Servicer pursuant to Section 3.08(a) of this Agreement
      for
      the benefit of the Certificateholders and the Certificate Insurer, which shall
      be entitled (i) with respect to the Ocwen Mortgage Loans, “Ocwen Loan Servicing,
      LLC, as Servicer for HSBC Bank USA, National Association as Trustee, in trust
      for the registered holders of ACE Securities Corp., Home Equity Loan Trust,
      Series 2007-SL2, Asset Backed Pass-Through Certificates and the Certificate
      Insurer” and (ii) with respect to the GMAC Mortgage Loans, “GMAC Mortgage, LLC,
      as Servicer for HSBC Bank USA, National Association as Trustee, in trust for
      the
      registered holders of ACE Securities Corp., Home Equity Loan Trust, Series
      2007-SL2, Asset Backed Pass-Through Certificates and the Certificate Insurer”.
      Each Collection Account must be an Eligible Account.

     

    “Combined
      Loan-to-Value Ratio”:
      With
      respect to any Mortgage Loan and as of any date of determination, the fraction
      (expressed as a percentage) the numerator of which is the sum of (i) original
      principal balance of the related Mortgage Loan at such date of determination
      and
      (ii) the unpaid principal balance of the related First Mortgage Loan as of
      the
      date of origination of that Mortgage Loan and the denominator of which is (a)
      with respect to a Refinanced Mortgage Loan, the Value of the related Mortgaged
      Property at origination and (b) with respect to all other Mortgage Loans, the
      lesser of (i) the Value of the related Mortgage Property at origination and
      (ii)
      the purchase price of the related Mortgaged Property.

     

    “Commission”:
      The
      Securities and Exchange Commission.

     

    “Controlling
      Person”:
      Means,
      with respect to any Person, any other Person who “controls” such Person within
      the meaning of the Securities Act.

     

    “Corporate
      Trust Office”:
      The
      principal corporate trust office of the Trustee or the Securities Administrator,
      as the case may be, at which, at any particular time, its corporate trust
      business in connection with this Agreement shall be administered, which office
      at the date of the execution of this instrument is located at (i) with respect
      to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New
      York,
      New York 10018, Attention: ACE Securities Corp., 2007-SL2, or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicers, or (ii) with respect to the Securities
      Administrator, (A) for purposes of Certificate transfers and surrender, Wells
      Fargo Bank, National Association, Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust (ACE 2007-SL2), and
      (B)
      for all other purposes, Wells Fargo Bank, National Association, P.O. Box 98,
      Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2007-SL2) (or for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (ACE 2007-SL2)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicer and the
      Trustee.

     


    
      
        
        

      

      
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    “Corresponding
      Certificate”:
      With
      respect to each REMIC II Regular Interest, as follows:

     

    
      	
              REMIC
                II REGULAR INTEREST

            	 	
              CLASS

            
	
              REMIC
                II REGULAR INTEREST A

            	 	
              A

            
	
              REMIC
                II REGULAR INTEREST P

            	 	
              P

            
	
              REMIC
                II REGULAR INTEREST CE-2

            	 	
              CE-2

            


    

    


    “Credit
      Enhancement Percentage”:
      For
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the Overcollateralization Amount and the denominator of which is the
      aggregate Scheduled Principal Balance of the Mortgage Loans, calculated after
      taking into account distributions of principal on the Mortgage Loans and
      distribution of the Principal Distribution Amount to the Holders of the Class
      A
      Certificates on such Distribution Date.

     

    “Credit
      Risk Management Agreements”:
      The
      agreements between the Credit Risk Manager and each Servicer and/or Master
      Servicer, each regarding the loss mitigation and advisory services to be
      provided by the Credit Risk Manager.

     

    “Credit
      Risk Management Fee”:
      The
      amount payable to the Credit Risk Manager on each Distribution Date as
      compensation for all services rendered by it in the exercise and performance
      of
      any and all powers and duties of the Credit Risk Manager under the Credit Risk
      Management Agreements, which amount shall equal one twelfth of the product
      of
      (i) the Credit Risk Management Fee Rate multiplied by (ii) the Scheduled
      Principal Balance of the Mortgage Loans and any related REO Properties as of
      the
      first day of the related Due Period.

     

    “Credit
      Risk Management Fee Rate”:
      0.0135% per annum.

     

    “Credit
      Risk Manager”:
      Clayton Fixed Income Services Inc., a Colorado corporation and its successors
      and assigns.

     

    “Custodial
      Agreement”:
      Either
      of (i) the DBNTC Custodial Agreement or (ii) the Wells Fargo Custodial
      Agreement, or any other custodial agreement entered into after the date hereof
      with respect to any Mortgage Loan subject to this Agreement.

     

    “Custodian”:
      Either
      Wells Fargo or DBNTC or any other custodian appointed under any custodial
      agreement entered into after the date of this Agreement.

     

    “Cut-off
      Date”:
      With
      respect to each Mortgage Loan, July 1, 2007. With respect to all Qualified
      Substitute Mortgage Loans, their respective dates of substitution. References
      herein to the “Cut-off Date,” when used with respect to more than one Mortgage
      Loan, shall be to the respective Cut-off Dates for such Mortgage
      Loans.

     

    “DBRS”:
      DBRS,
      Inc. or its successor in interest.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    “DBNTC”:
      Deutsche Bank National Trust Company, a national banking association, or its
      successor in interest.

     

    “DBNTC
      Custodial Agreement”:
      The
      Custodial Agreement, dated as of July 1, 2007, among the Trustee, DBNTC and
      the Servicers, as may be amended or supplemented from time to time.

     

    “Debt
      Service Reduction”:
      With
      respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
      for
      such Mortgage Loan by a court of competent jurisdiction in a proceeding under
      the Bankruptcy Code, except such a reduction resulting from a Deficient
      Valuation.

     

    “Deficiency
      Amount”:
      With
      respect to the Class A Certificates, an amount equal to the sum of:


     

    (1) with
      respect to any Distribution Date, any shortfall in the Available Distribution
      Amount, any Net Swap Payment payable to the Securities Administrator on behalf
      of the Supplemental Interest Trust and any other amounts available for the
      payment of accrued and unpaid interest on Class A Certificates on such
      Distribution Date (subject to the limitations set forth in the Insurance
      Policy); 

     

    (2)
       (a)
       
      on the
      Final Maturity Date, the amount needed to pay the outstanding principal balance
      of the Class A Certificates (after giving effect to the payment of all amounts
      actually available to be paid on the Class A Certificates on that Distribution
      Date from all sources other than the Insurance Policy); and

     

    (b)
      for
      any Distribution Date other than the Final Maturity Date, any Allocated Realized
      Loss Amounts allocable to the Class A Certificates; 

     

    provided,
      however,
      that
“Deficiency Amount” shall not include any amounts available to be paid to the
      holders of the Class A Certificates which are not paid to the holders of the
      Class A Certificates solely as a result of failure by the Trustee or the
      Securities Administrator to pay such amount when due and payable, including,
      without limitation, any such additional amounts as may be attributable to
      penalties or default interest rates, amounts in respect of indemnification,
      or
      any other additional amounts payable by reason of such a default. In addition,
      “Deficiency Amount” does not include Net WAC Rate Carryover Amounts, nor does it
      include shortfalls resulting from application of the Servicemembers Civil Relief
      Act, Prepayment Interest Shortfalls, any shortfall attributable to any taxes,
      withholding or other charges imposed by any governmental authority (including
      interest and penalties in respect of such liabilities) or any obligation of
      the
      holders of the Class A Certificates to make the payments described in Section
      5.07(f) hereof.

     

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

     

    “Definitive
      Certificates”:
      As
      defined in Section 6.01(b).

     


    
      
        
        

      

      
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    “Deleted
      Mortgage Loan”:
      A
      Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
      Loan.

     

    “Delinquency
      Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the Scheduled Principal Balance of all Mortgage Loans
      that, using the OTS Method, are sixty (60) or more days delinquent, including
      Mortgage Loans that (i) are in foreclosure, (ii) have been converted to REO
      Properties, (iii) have been discharged by reason of bankruptcy and (iv) that
      have been modified for the 12-month period following the modification of such
      Mortgage Loan and thereafter until such Mortgage Loan becomes current under
      the
      terms of the Mortgage Loan as modified, and the denominator of which is the
      Scheduled Principal Balance of the Mortgage Loans and REO Properties as of
      the
      last day of the previous calendar month.

     

    “Depositor”:
      ACE
      Securities Corp., a Delaware corporation, or its successor in
      interest.

     

    “Depository”:
      The
      Depository Trust Company, or any successor Depository hereafter named. The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
      agency” registered pursuant to the provisions of Section 17A of the Exchange
      Act.

     

    “Depository
      Institution”:
      Any
      depository institution or trust company, including the Trustee, that (a) is
      incorporated under the laws of the United States of America or any State
      thereof, (b) is subject to supervision and examination by federal or state
      banking authorities and (c) has outstanding unsecured commercial paper or other
      short-term unsecured debt obligations (or, in the case of a depository
      institution that is the principal subsidiary of a holding company, such holding
      company has unsecured commercial paper or other short-term unsecured debt
      obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
      Moody’s (or, if such Rating Agencies are no longer rating the Class A
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Class A Certificates).

     

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

     

    “Determination
      Date”:
      With
      respect to each Distribution Date, the 15th
      day of
      the calendar month in which such Distribution Date occurs, or if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day. The
      Determination Date for purposes of Article X hereof shall mean the
      15th
      day of
      the month, or if such 15th
      day is
      not a Business Day, the first Business Day following such 15th
      day.

     

    “Directly
      Operate”:
      With
      respect to any REO Property, the furnishing or rendering of services to the
      tenants thereof, the management or operation of such REO Property, the holding
      of such REO Property primarily for sale to customers, the performance of any
      construction work thereon or any use of such REO Property in a trade or business
      conducted by REMIC I other than through an Independent Contractor; provided,
      however, that the related Servicer, on behalf of the Trustee, shall not be
      considered to Directly Operate an REO Property solely because such Servicer
      establishes rental terms, chooses tenants, enters into or renews leases, deals
      with taxes and insurance, or makes decisions as to repairs or capital
      expenditures with respect to such REO Property.

     


    
      
        
        

      

      
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    “Disqualified
      Organization”:
      Any of
      the following: (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 (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), (ii)
      any
      foreign government, any international organization, or any agency or
      instrumentality of any of the foregoing, (iii) 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 (including the tax imposed
      by Section 511 of the Code on unrelated business taxable income), (iv) rural
      electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
      Code, (v) an “electing large partnership” and (vi) any other Person so
      designated by the Trustee based upon an Opinion of Counsel that the holding
      of
      an Ownership Interest in a Residual Certificate by such Person may cause any
      Trust REMIC or any Person having an Ownership Interest in any Class of
      Certificates (other than such Person) to incur a liability for any federal
      tax
      imposed under the Code that would not otherwise be imposed but for the Transfer
      of an Ownership Interest in a Residual Certificate to such Person. The terms
      “United States,” “State” and “international organization” shall have the
      meanings set forth in Section 7701 of the Code or successor
      provisions.

     

    “Distribution
      Account”:
      The
      separate trust account or accounts created and maintained by the Securities
      Administrator pursuant to Section 3.08(b) in the name of the Securities
      Administrator for the benefit of the Certificateholders and the Certificate
      Insurer and designated “Wells Fargo Bank, National Association, in trust for
      registered holders of ACE Securities Corp. Home Equity Loan Trust, Series
      2007-SL2”. Funds in the Distribution Account shall be held in trust for the
      Certificateholders and the Certificate Insurer for the uses and purposes set
      forth in this Agreement. The Distribution Account must be an Eligible
      Account.

     

    “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 August 2007.

     

    “Due
      Date”:
      With
      respect to each Distribution Date, the day of the month on which the Monthly
      Payment is due on a Mortgage Loan during the related Due Period, exclusive
      of
      any days of grace.

     

    “Due
      for Payment”:
      (i)
      with respect to current interest and principal shortfalls pursuant to clauses
      (1) and (2)(b) of the definition of “Deficiency Amount”, the Distribution Date
      on which such amounts are due and payable pursuant to the terms of this
      Agreement (without giving effect to any acceleration thereof), (ii) with respect
      to the unpaid principal balance of the Class A Certificates as of the Final
      Maturity Date, the Final Maturity Date, and (iii) with respect to a Preference
      Amount, the Business Day on which the documentation described in the fourth
      paragraph of Section 2 of the Insurance Policy has been Received by the
      Certificate Insurer. 

     


    
      
        
        

      

      
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    “Due
      Period”:
      With
      respect to any Distribution Date, the period commencing on the second day of
      the
      month immediately preceding the month in which such Distribution Date occurs
      and
      ending on the first day of the 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 (or, in the
      case
      of a depository institution or trust company that is the principal subsidiary
      of
      a holding company, the debt obligations of such holding company) 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; provided, that following a downgrade, withdrawal, or suspension
      of such institution's rating above, each account shall promptly (and in any
      case within not more than 30 calendar days) be moved to one or more
      segregated trust accounts in the trust department of such institution, or to
      an
      account at another institution that complies with the above requirements, or
      (ii) a 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 (iii) any other account acceptable to the Rating Agencies, as
      evidenced in writing. Eligible Accounts may bear interest, and may include,
      if
      otherwise qualified under this definition, accounts maintained with the
      Trustee.  Notwithstanding Section 12.01, this Agreement may be amended to
      reduce the rating requirements in clause (i) above, without the consent of
      any
      of the Certificateholders, provided that 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 and that the Certificate Insurer shall have given prior
      written consent to such amendment. 

     

    “ERISA”:
      The
      Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “Escrow
      Account”:
      an
      account established by the related Servicer for Escrow Payments on any Mortgage
      Loan.

     

    “Escrow
      Mortgage Loan”:
      Any
      Mortgage Loan for which the related Servicer has established an Escrow Account
      for items constituting Escrow Payments.

     

    “Escrow
      Payments”:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      mortgage insurance premiums, fire and hazard insurance premiums, and any other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage, applicable law or any other related document.

     

    “Estate
      in Real Property”:
      A fee
      simple estate in a parcel of land.

     

    “Excess
      Liquidation Proceeds”:
      To the
      extent that such amount is not required by law to be paid to the related
      Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to
      a
      liquidated Mortgage Loan exceed the sum of (i) the outstanding principal balance
      of such Mortgage Loan and accrued but unpaid interest at the related Net
      Mortgage Rate through the last day of the month in which the related Liquidation
      Event occurs, plus (ii) related liquidation expenses or other amounts to which
      the related Servicer is entitled to be reimbursed from Liquidation Proceeds
      with
      respect to such liquidated Mortgage Loan pursuant to Section 3.09 of this
      Agreement.

     


    
      
        
        

      

      
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    “Excess
      Servicing Fee”:
      Shall
      have the meaning set forth in Section 5.01(e) of this Agreement.

     

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

     

    “Extraordinary
      Trust Fund Expense”:
      Any
      amounts payable or reimbursable to the Trustee, a Servicer, the Master Servicer,
      the Securities Administrator, the Custodians, the Credit Risk Manager or any
      director, officer, employee or agent of any such Person from the Trust Fund
      pursuant to the terms of this Agreement and any amounts payable from the
      Distribution Account in respect of taxes pursuant to Section 11.01(g)(v),
      subject to the limitations described in Section 7.03 herein.

     

    “Fannie
      Mae”:
      Fannie
      Mae, formerly known as the Federal National Mortgage Association, or any
      successor thereto.

     

    “FDIC”:
      Federal Deposit Insurance Corporation or any successor thereto.

     

    “Final
      Maturity Date”:
      The
      Distribution Date occurring in May 2037.

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a Charged
      Off Mortgage Loan and other than a Mortgage Loan or REO Property purchased
      by an
      originator, the Sponsor or the Terminator pursuant to or as contemplated by
      Section 2.03, 3.13(c) or Section 10.01), a determination made by the related
      Servicer 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, which
      determination shall be evidenced by a certificate of a Servicing Officer of
      such
      Servicer delivered to the Master Servicer and maintained in its
      records.

     

    “First
      Mortgage Loan”:
      A
      mortgage loan that is secured by a first lien on the related Mortgaged
      Property.

     

    “Fitch”:
      Fitch
      Ratings or any successor in interest. 

     

    “Foreclosure
      Restricted Mortgage Loan”:
      A
      Mortgage Loan that was 60 or more days delinquent based on the terms of the
      original mortgage note, modification, bankruptcy plan or forbearance plan as
      of
      the close of business on August 1, 2007 and identified as such on the Mortgage
      Loan Schedule.

     

    “Form
      8-K Disclosure Information”:
      Has
      the meaning set forth in Section 5.06(b) of this Agreement.

     


    
      
        
        

      

      
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    “Freddie
      Mac”:
      Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation,
      or
      any successor thereto.

     

    “GMAC”:
      GMAC
      Mortgage, LLC or any successor thereto appointed hereunder in connection with
      the servicing and administration of the GMAC Mortgage Loans.

     

    “GMAC
      Mortgage Loans”:
      The
      Mortgage Loans serviced by GMAC pursuant to the terms of this Agreement as
      specified on the Mortgage Loan Schedule.

     

    “GMAC
      Servicing Fee Rate”:
      With
      respect to each GMAC Mortgage Loan, 0.34% per annum. 

     

    “Independent”:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Commission’s Regulation S-X. 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, the
      Servicers, 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 Servicers, the Sponsor, any originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, any originator or any Affiliate thereof as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined on clause (b) or (c) above.

     

    “Independent
      Contractor”:
      Either
      (i) any Person (other than a Servicer) that would be an “independent contractor”
with respect to REMIC I within the meaning of Section 856(d)(3) of the Code
      if
      REMIC I were a real estate investment trust (except that the ownership tests
      set
      forth in that section shall be considered to be met by any Person that owns,
      directly or indirectly, 35% or more of any Class of Certificates), so long
      as
      REMIC I does not receive or derive any income from such Person and provided
      that
      the relationship between such Person and REMIC I is at arm’s length, all within
      the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
      Person (including a Servicer) if the Trustee has received an Opinion of Counsel
      to the effect that the taking of any action in respect of any REO Property
      by
      such Person, subject to any conditions therein specified, that is otherwise
      herein contemplated to be taken by an Independent Contractor will not cause
      such
      REO Property to cease to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code (determined without regard to the exception
      applicable for purposes of Section 860D(a) of the Code), or cause any income
      realized in respect of such REO Property to fail to qualify as Rents from Real
      Property.

     

    “Insolvency
      Proceeding”:
      With
      respect to any Person, the commencement after the Closing Date of any
      bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
      assets and liabilities or similar proceedings by or against any person, the
      commencement, after the Closing Date, of any proceedings by or against any
      person for the winding up or liquidation of its affairs, or the consent by
      any
      person, after the Closing Date, to the appointment of a trustee, conservator,
      administrator, receiver or liquidator in any bankruptcy, insolvency,
      readjustment of debt, reorganization, marshalling of assets and liabilities
      or
      similar proceedings of or relating to that person under Federal or state law
      or
      the applicable law of any other jurisdiction.

     


    
      
        
        

      

      
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    “Institutional
      Accredited Investor”:
      As
      defined in Section 6.01(c).

     

    “Insurance
      Agreement”:
      The
      Insurance and Indemnity Agreement, dated as of August 20, 2007, among the
      Certificate Insurer, the Master Servicer and Securities Administrator, the
      Depositor, the Sponsor and the Trustee, as such agreement may be amended,
      modified or supplemented from time to time.

     

    “Insurance
      Policy”:
      The
      financial guaranty insurance policy, number D-2007-161 issued by the Certificate
      Insurer for the benefit of the Class A Certificateholders and attached to this
      agreement as Exhibit K.

     

    “Insurance
      Proceeds”:
      Proceeds of any title policy, hazard policy or other insurance policy, covering
      a Mortgage Loan or the related Mortgaged Property, to the extent such proceeds
      are not to be applied to the restoration of the related Mortgaged Property
      or
      released to the Mortgagor or a senior lienholder in accordance with Accepted
      Servicing Practices, subject to the terms and conditions of the related Mortgage
      Note and Mortgage.

     

    “Insured
      Amount”:
      (i)
      with respect to any Distribution Date and the Class A Certificates, the
      Deficiency Amount for such Distribution Date and (ii) with respect to any other
      date and the Class A Certificates, any Preference Amounts. 

     

    “Interest
      Accrual Period”:
      With
      respect to any Distribution Date and the Class A Certificates, the period
      commencing on the Distribution Date of the month immediately preceding the
      month
      in which such Distribution Date occurs (or, in the case of the first
      Distribution Date, commencing on the Closing Date) and ending on the day
      preceding such Distribution Date. With respect to any Distribution Date and
      the
      Class CE-1 Certificates and Class CE-2 Certificates and the REMIC I Regular
      Interests, the one-month period commencing on the first day of the month prior
      to the month in which the Distribution Date occurs and ending on the last day
      of
      the calendar month immediately preceding the month in which such Distribution
      Date occurs.

     

    “Interest
      Carry Forward Amount”:
      With
      respect to any Distribution Date and any Class A Certificate, the sum of (i)
      the
      amount, if any, by which (a) the Interest Distribution Amount for such Class
      as
      of the immediately preceding Distribution Date exceeded (b) the actual amount
      distributed on such Class in respect of interest on such immediately preceding
      Distribution Date and (ii) the amount of any Interest Carry Forward Amount
      for
      such Class remaining unpaid from the previous Distribution Date, plus accrued
      interest on such sum calculated at the related Pass-Through Rate for the most
      recently ended Interest Accrual Period.

     

    “Interest
      Determination Date”:
      With
      respect to the Class A Certificates, REMIC I Regular Interests and REMIC II
      Regular Interests (other than REMIC II Regular Interest P) and any Interest
      Accrual Period therefor, the second London Business Day preceding the
      commencement of such Interest Accrual Period.

     


    
      
        
        

      

      
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    “Interest
      Distribution Amount”:
      With
      respect to any Distribution Date and any Class A Certificates and any Class
      CE-1
      Certificates, the aggregate Accrued Certificate Interest on the Certificates
      of
      such Class for such Distribution Date.

     

    “Interest
      Remittance Amount”:
      With
      respect to any Distribution Date is that portion of the Available Distribution
      Amount for such Distribution Date that represents interest received or advanced
      on the Mortgage Loans (net of the Administration Fees and any Prepayment Charges
      and after taking into account amounts payable or reimbursable to the Trustee,
      the Custodians, the Securities Administrator, the Master Servicer, the Servicers
      or the Credit Risk Manager pursuant to this Agreement or the Custodial
      Agreements, provided that if any such amounts represent Extraordinary Trust
      Fund
      Expenses
      such
      amounts will be subject to limitations set forth Section 7.03 herein).

     

    “Last
      Scheduled Distribution Date”:
      The
      Distribution Date occurring in May 2037, which is the Distribution Date
      immediately following the maturity date for the Mortgage Loan with the latest
      maturity date.

     

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

     

    “Late
      Payment Rate”:
      Has
      the meaning set forth in the Insurance Agreement.

     

    “Liquidated
      Mortgage Loan”:
      A
      Liquidated Mortgage Loan is a Mortgage Loan that was liquidated and for which
      the related Servicer has determined that it has received all amounts it expects
      to receive in connection with such liquidation, including payments under any
      related private mortgage insurance policy, hazard insurance policy or any
      condemnation proceeds and amounts received in connection with the final
      disposition of the related REO Property.

     

    “Liquidation
      Event”:
      With
      respect to any Mortgage Loan, any of the following events: (i) such Mortgage
      Loan is paid in full; (ii) a Final Recovery Determination is made as to such
      Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC I by reason
      of
      its being purchased, sold or replaced pursuant to or as contemplated by Section
      2.03, Section 3.13(c) or Section 10.01 of this Agreement. With respect to any
      REO Property, either of the following events: (i) a Final Recovery Determination
      is made as to such REO Property or (ii) such REO Property is removed from REMIC
      I by reason of its being purchased pursuant to Section 10.01.

     

    “Liquidation
      Proceeds”:
      The
      amount (other than Insurance Proceeds, amounts received in respect of the rental
      of any REO Property prior to REO Disposition, or required to be released to
      a
      Mortgagor or a senior lienholder in accordance with applicable law or the terms
      of the related Mortgage Loan Documents) received by the related Servicer in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation (other than amounts
      required to be released to the Mortgagor or a senior lienholder), (ii) the
      liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
      sale or otherwise, (iii) the repurchase, substitution or sale of a Mortgage
      Loan
      or an REO Property pursuant to or as contemplated by Section 2.03, Section
      3.13(c), Section 3.22 or Section 10.01 of this Agreement or (iv) any Subsequent
      Recoveries. 

     


    
      
        
        

      

      
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    “Loan-to-Value
      Ratio”:
      As of
      any date of determination, the fraction, expressed as a percentage, the
      numerator of which is the principal balance of the related Mortgage Loan at
      such
      date and the denominator of which is the Value of the related Mortgaged
      Property.

     

    “London
      Business Day”:
      Any
      day on which banks in the Cities of London and New York are open and conducting
      transactions in United States dollars.

     

    “Loss
      Severity Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the amount of Realized Losses incurred on a Mortgage
      Loan
      and the denominator of which is the principal balance of such Mortgage Loan
      immediately prior to the liquidation of such Mortgage Loan.

     

    “Marker
      Rate”:
      With
      respect to the Class CE-1 Certificates and any Distribution Date, a per annum
      rate equal to two (2) times the weighted average of the REMIC II Remittance
      Rate
      for each of REMIC
      II
      Regular Interest A
      and
      REMIC II Regular Interest ZZ, with the rate on each such REMIC II Regular
      Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to
      the
      lesser of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the related
      Net WAC Pass-Through Rate for the Corresponding Certificate for the purpose
      of
      this calculation for such Distribution Date and with the rate on REMIC II
      Regular Interest ZZ subject to a cap of zero for the purpose of this
      calculation; provided however, each such cap for each REMIC II Regular Interest
      (other than REMIC II Regular Interest ZZ) shall be multiplied by a fraction
      the
      numerator of which is the actual number of days in the related Interest Accrual
      Period and the denominator of which is 30.

     

    “Master
      Servicer”:
      As of
      the Closing Date, Wells Fargo Bank, National Association and thereafter, its
      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 an Affiliate.

     

    “Master
      Servicer Event of Default”:
      One or
      more of the events described in Section 8.01(c).

     

    “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
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month.

     

    “Master
      Servicing Fee Rate”:
      0.040%
      per annum.

     


    
      
        
        

      

      
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    “Maximum
      Insured Amount”:
      With
      respect to the Class A Certificates, $127,741,000 in respect of principal,
      plus
      interest thereon calculated at the applicable Pass-Through Rate
      therefor.

     

    “Maximum
      ZZ Uncertificated Interest Deferral Amount”:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for such
      Distribution Date on a balance equal to the Uncertificated Balance of REMIC
      II
      Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each
      case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
      II
      Regular Interest A for such Distribution Date, with the rate on each such REMIC
      II Regular Interest subject to a cap equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through
      Rate
      for the Corresponding Certificate for the purpose of this calculation for such
      Distribution Date; provided however, each such cap for each REMIC II Regular
      Interest shall be multiplied by a fraction the numerator of which is the actual
      number of days in the related Interest Accrual Period and the denominator of
      which is 30.

     

    “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.

     

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

     

    “Minimum
      Servicing Requirements”:
      With
      respect to a special servicer appointed pursuant to Section 7.11
      hereunder:

     

    (i) the
      proposed special 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 special
      servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RSS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

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

     

    “MOM
      Loan”:
      With
      respect to any Mortgage Loan, MERS 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
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and
      interest on such Mortgage Loan which is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined: (a) after giving
      effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect
      to such Mortgage Loan and (ii) any reduction in the amount of interest
      collectible from the related Mortgagor pursuant to the Relief Act or similar
      state or local laws; (b) without giving effect to any extension granted or
      agreed to by the related Servicer pursuant to Section 3.01 of this Agreement;
      and (c) on the assumption that all other amounts, if any, due under such
      Mortgage Loan are paid when due.

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    “Moody’s”:
      Moody’s Investors Service, Inc. or any successor in interest.

     

    “Mortgage”:
      The
      mortgage, deed of trust or other instrument creating a second lien on, 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.

     

    “Mortgage
      Loan”:
      Each
      mortgage loan transferred and assigned to the Trustee and the Mortgage Loan
      Documents for which have been delivered to the related Custodian pursuant to
      Section 2.01 of this Agreement and pursuant to the related Custodial Agreement,
      as held from time to time as a part of the Trust Fund, the Mortgage Loans so
      held being identified in the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Documents”:
      The
      documents evidencing or relating to each Mortgage Loan delivered to the
      applicable Custodian under the related Custodial Agreement on behalf of the
      Trustee.

     

    “Mortgage
      Loan Purchase Agreement”:
      Shall
      mean the Mortgage Loan Purchase Agreement dated as of August 20, 2007, between
      the Depositor and the Sponsor, a copy of which is attached hereto as
      Exhibit F.

     

    “Mortgage
      Loan Schedule”:
      As of
      any date, the list of Mortgage Loans included in REMIC I on such date attached
      hereto as Schedule
      1.
      The
      Depositor shall deliver or cause the delivery of the initial Mortgage Loan
      Schedule to the Servicers, the Master Servicer, the Custodians, the Certificate
      Insurer and the Trustee on the Closing Date. The Mortgage Loan Schedule shall
      set forth the following information with respect to each Mortgage
      Loan:

     

    (i) the
      Mortgage Loan identifying number;

     

    (ii) the
      Mortgagor’s first and last name;

     

    (iii) the
      street address of the Mortgaged Property including the state and zip
      code;

     

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

     

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

     

    (vi) the
      original months to maturity;

     

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

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    (viii) the
      Combined Loan-to-Value Ratio at origination;

     

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

     

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

     

    (xi) the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii) the
      Mortgage Rate at origination;

     

    (xix) 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;

     

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

     

    (xxi) 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, and if
      applicable, the rate payable in connection therewith;

     

    (xxii) the
      Appraised Value of the Mortgaged Property;

     

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

     

    (xxiv) 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;

     

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

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

     

    (xxvii) the
      FICO
      score at origination;

     

    (xxviii) with
      respect to each Mortgage Loan registered on MERS, the MIN; 

     

    (xxix) the
      applicable Custodian; and

     

    (xxx) the
      applicable Servicer.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
      the
      weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted
      average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
      amended from time to time by the Depositor in accordance with the provisions
      of
      this Agreement. With respect to any Qualified Substitute Mortgage Loan, the
      Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
      determined in accordance with the definition of Cut-off Date
      herein.

     

    “Mortgage
      Note”:
      The
      original executed note or other evidence of the 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. 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, including any REO Property,
      consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”:
      With
      respect to any Distribution Date, the sum of (i) any Overcollateralization
      Reduction Amount for such Distribution Date (which shall equal zero on and
      after
      the Optional Termination Date) and (ii) the excess of (x) the Available
      Distribution Amount for such Distribution Date over (y) the sum for such
      Distribution Date of (A) the Senior Interest Distribution Amount payable to
      the
      Holders of the Class A Certificates, (B) the Principal Remittance Amount, (C)
      any Net Swap Payment or Swap Termination Payment (not caused by the occurrence
      of a Swap Provider Trigger Event) owed to the Swap Provider (to the extent
      such
      amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) and (D) the premium payable to the Certificate Insurer and
      any
      reimbursements payable to the Certificate Insurer for such Distribution
      Date.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    “Net
      Mortgage Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property) as of any date of
      determination, a per annum rate of interest equal to the then applicable
      Mortgage Rate for such Mortgage Loan minus the Administration 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 Securities
      Administrator from the Supplemental Interest Trust, which net payment shall
      not
      take into account any Swap Termination Payment.

     

    “Net
      WAC Pass-Through Rate”:
      With
      respect to the Class A Certificates and any Distribution Date, a rate per annum
      (adjusted for the actual number of days elapsed in the related Interest Accrual
      Period) equal to the product of (i) twelve and (ii) a fraction, expressed as
      a
      percentage, the numerator of which is the amount of interest which accrued
      on
      the Mortgage Loans in the related Due Period minus the fees payable to the
      Servicers, the Master Servicer and the Credit Risk Manager at the Administrative
      Fee Rate and the amount of the Premium payable to the Certificate Insurer with
      respect to the Mortgage Loans for such Distribution Date and any Net Swap
      Payment payable to the Swap Provider and Swap Termination Payment payable to
      the
      Swap Provider which was not caused by the occurrence of a Swap Provider Trigger
      Event (to the extent such amount has not been paid by the Securities
      Administrator from any upfront payment received pursuant to any related
      replacement interest rate swap agreement that may be entered into by the Trustee
      on behalf of the Supplemental Interest Trust), in each case for such
      Distribution Date and the denominator of which is the aggregate principal
      balance of the Mortgage Loans as of the last day of the immediately preceding
      Due Period (or as of the Cut-off Date with respect to the first Distribution
      Date) after giving effect to principal prepayments received during the related
      Prepayment Period which were distributed on the immediately preceding
      Distribution Date. For federal income tax purposes, such rate shall be expressed
      as the weighted average of (adjusted for the actual number of days elapsed
      in
      the related Interest Accrual Period) the REMIC II Remittance Rates on the REMIC
      II Regular Interests (other than REMIC II Regular Interest IO and REMIC II
      Regular Interest CE-2), weighted on the basis of the Uncertificated Balance
      of
      such REMIC II Regular Interest.

     

    “Net
      WAC Rate Carryover Amount”:
      With
      respect to any Class A Certificate and any Distribution Date on which the
      Pass-Through Rate is limited to the Net WAC Pass-Through Rate, an amount equal
      to the sum of (i) the excess of (x) the amount of interest such Certificates
      would have been entitled to receive on such Distribution Date if the Net WAC
      Pass-Through Rate would not have been applicable to such Certificates on such
      Distribution Date over (y) the amount of interest paid to such Certificates
      on
      such Distribution Date at the Net WAC Pass-Through Rate plus (ii) the related
      Net WAC Rate Carryover Amount for the previous Distribution Date not previously
      distributed to such Certificates together with interest thereon at a rate equal
      to the Pass-Through Rate for the most recently ended Interest Accrual Period
      without taking into account the Net WAC Pass-Through Rate.

     

    “New
      Lease”:
      Any
      lease of REO Property entered into on behalf of REMIC I, including any lease
      renewed or extended on behalf of REMIC I, if REMIC I has the right to
      renegotiate the terms of such lease.

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    “Nonpayment”:
      With
      respect to any Distribution Date, an Insured Amount is Due for Payment but
      the
      funds, if any, remitted to the Securities Administrator pursuant to this
      Agreement are insufficient for payment in full of such Insured
      Amount.

     

    “Nonrecoverable
      P&I Advance”:
      Any
      P&I Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment of the related
      Servicer or a successor to the Servicer (including the Master Servicer) will
      not
      or, in the case of a proposed P&I Advance, would not be ultimately
      recoverable from related Late Collections, Insurance Proceeds or Liquidation
      Proceeds on such Mortgage Loan or REO Property as provided herein.

     

    “Nonrecoverable
      Servicing Advance”:
      Any
      Servicing Advance previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property that, in the good faith business judgment of
      the
      related Servicer or a successor to the related Servicer (including the Master
      Servicer) will not or, in the case of a proposed Servicing Advance, would not
      be
      ultimately recoverable from related Late Collections, Insurance Proceeds or
      Liquidation Proceeds on such Mortgage Loan or REO Property as provided
      herein.

     

    “Non-United
      States Person”:
      Any
      Person other than a United States Person.

     

    “Notice
      of Claim”:
      A
      notice of nonpayment and demand for payment of an Insured Amount in the form
      of
      Exhibit A to the Insurance Policy.

     

    “Notional
      Amount”:
      With
      respect to the Class CE-1 Certificates and any Distribution Date, the
      Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II
      Regular Interest P) for such Distribution Date. As of the Closing Date, the
      Notional Amount of the Class CE-1 Certificates is equal to $68,784,012. With
      respect to the Class CE-2 Certificates and any Distribution Date, the Notional
      Amount of the REMIC II Regular Interest CE-2 for such Distribution Date. With
      respect to the REMIC II Regular Interest CE-2 and any Distribution Date, the
      Notional Amounts of the REMIC I Regular Interest I-CE-20 and REMIC I Regular
      Interest I-CE-2G. With respect to REMIC I Regular Interest I-CE-20 and any
      Distribution Date, the sum of the aggregate principal balances of the Ocwen
      Mortgage Loans for such Distribution Date. With respect to REMIC I Regular
      Interest I-CE-2G and any Distribution Date, the sum of the aggregate principal
      balances of the GMAC Mortgage Loans for such Distribution Date.

     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1st
                through 7th 

            	
              I-1-A
                through I-46-A

            
	
              8

            	
              I-2-A
                through I-46-A

            
	
              9

            	
              I-3-A
                through I-46-A

            
	
              10

            	
              I-4-A
                through I-46-A

            
	
              11

            	
              I-5-A
                through I-46-A

            
	
              12

            	
              I-6-A
                through I-46-A

            
	
              13

            	
              I-7-A
                through I-46-A

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              14

            	
              I-8-A
                through I-46-A

            
	
              15

            	
              I-9-A
                through I-46-A

            
	
              16

            	
              I-10-A
                through I-46-A

            
	
              17

            	
              I-11-A
                through I-46-A

            
	
              18

            	
              I-12-A
                through I-46-A

            
	
              19

            	
              I-13-A
                through I-46-A

            
	
              20

            	
              I-14-A
                through I-46-A

            
	
              21

            	
              I-15-A
                through I-46-A

            
	
              22

            	
              I-16-A
                through I-46-A

            
	
              23

            	
              I-17-A
                through I-46-A

            
	
              24

            	
              I-18-A
                through I-46-A

            
	
              25
                

            	
              I-19-A
                through I-46-A

            
	
              26

            	
              I-20-A
                through I-46-A

            
	
              27

            	
              I-21-A
                through I-46-A

            
	
              28

            	
              I-22-A
                through I-46-A

            
	
              29

            	
              I-23-A
                through I-46-A

            
	
              30

            	
              I-24-A
                through I-46-A

            
	
              31

            	
              I-25-A
                through I-46-A

            
	
              32

            	
              I-26-A
                through I-46-A

            
	
              33

            	
              I-27-A
                through I-46-A

            
	
              34

            	
              I-28-A
                through I-46-A

            
	
              35

            	
              I-29-A
                through I-46-A

            
	
              36

            	
              I-30-A
                through I-46-A

            
	
              37through
                45

            	
              I-31-A
                through I-46-A

            
	
              46

            	
              I-32-A
                through I-46-A

            
	
              47

            	
              I-33-A
                through I-46-A

            
	
              48

            	
              I-34-A
                through I-46-A

            
	
              49

            	
              I-35-A
                through I-46-A

            
	
              50

            	
              I-36-A
                through I-46-A

            
	
              51

            	
              I-37-A
                through I-46-A

            
	
              52

            	
              I-38-A
                through I-46-A

            
	
              53

            	
              I-39-A
                through I-46-A

            
	
              54

            	
              I-40-A
                through I-46-A

            
	
              55

            	
              I-41-A
                through I-46-A

            
	
              56

            	
              I-42-A
                through I-46-A

            
	
              57

            	
              I-43-A
                through I-46-A

            
	
              58

            	
              I-44-A
                through I-46-A

            
	
              59

            	
              I-45-A
                and I-46-A

            
	
              60

            	
              I-46-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Notional Amount of the REMIC II Regular Interest IO.

     

    “Ocwen”:
      Ocwen
      Loan Servicing, LLC or any successor thereto appointed hereunder in connection
      with the servicing and administration of the Ocwen Mortgage Loans.

     

    “Ocwen
      Mortgage Loans”:
      The
      Mortgage Loans serviced by Ocwen pursuant to the terms of this Agreement as
      specified on the Mortgage Loan Schedule.

     

    “Ocwen
      Servicing Fee Rate”:
      With
      respect to each Ocwen Mortgage Loan, 0.32% per annum. 

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    “Officer’s
      Certificate”:
      With
      respect to any Person, a certificate signed by the Chairman of the Board, the
      Vice Chairman of the Board, the President or a vice president (however
      denominated), or by the Treasurer, the Secretary, or one of the assistant
      treasurers or assistant secretaries of such Person (or, in the case of a Person
      that is not a corporation, signed by the person or persons having like
      responsibilities).

     

    “One-Month
      LIBOR”:
      With
      respect to the Class A Certificates, REMIC II Regular Interests (other than
      REMIC II Regular Interest P) and any Interest Accrual Period therefor, the
      rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the offered rate for one-month U.S. dollar deposits, as
      such rate appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time)
      on
      such Interest Determination Date; provided that if such rate does not appear
      on
      Reuters Screen LIBOR01, the rate for such date will be determined on the basis
      of the offered rates of the Reference Banks for one-month U.S. dollar deposits,
      as of 11:00 a.m. (London time) on such Interest Determination Date. In such
      event, the Securities Administrator will request the principal London office
      of
      each of the Reference Banks to provide a quotation of its rate. If on such
      Interest Determination Date, two or more Reference Banks provide such offered
      quotations, One-Month LIBOR for the related Interest Accrual Period shall be
      the
      arithmetic mean of such offered quotations (rounded upwards if necessary to
      the
      nearest whole multiple of 1/16). If on such Interest Determination Date, fewer
      than two Reference Banks provide such offered quotations, One-Month LIBOR for
      the related Interest Accrual Period shall be the higher of (i) LIBOR as
      determined on the previous Interest Determination Date and (ii) the Reserve
      Interest Rate. Notwithstanding the foregoing, if, under the priorities described
      above, LIBOR for an Interest Determination Date would be based on LIBOR for
      the
      previous Interest Determination Date for the third consecutive Interest
      Determination Date, the Securities Administrator shall select an alternative
      comparable index (over which the Securities Administrator has no control),
      used
      for determining one-month Eurodollar lending rates that is calculated and
      published (or otherwise made available) by an independent party. The
      establishment of One-Month LIBOR by the Securities Administrator and the
      Securities Administrator’s subsequent calculation of the One-Month LIBOR
      Pass-Through Rates for the relevant Interest Accrual Period, shall, in the
      absence of manifest error, be final and binding.

     

    “One-Month
      LIBOR Pass-Through Rate”:
      With
      respect to the Class A Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest A, a per annum rate equal to One-Month
      LIBOR plus the related Certificate Margin.

     

    “Opinion
      of Counsel”:
      A
      written opinion of counsel, who may, without limitation, be salaried counsel
      for
      the Depositor, the Servicers, 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.

     

    “Optional
      Termination Date”:
      The
      first Distribution Date on which the aggregate principal balance of the Mortgage
      Loans (and properties acquired in respect thereof) remaining in the Trust Fund
      as of the last day of the related Due Period has been reduced to less than
      or
      equal to 10% of the aggregate principal balance of the Mortgage Loans as of
      the
      Cut-off Date.

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    “Order”:
      A
      final nonappealable order of a court or other body exercising jurisdiction
      in an
      Insolvency Proceeding by or against the Trust, to the effect that the
      Beneficiary or a holder of the Class A Certificate is required to return or
      repay all or any portion of a Preference Amount.

     

    “OTS
      Method”:
      The
      Office of Thrift Supervision (OTS) Delinquency Calculation Method, pursuant
      to
      which a Mortgage Loan is considered delinquent if a Monthly Payment has not
      been
      received by the close of business on such Mortgage Loan’s Due Date in the
      following month. By way of example, a Mortgage Loan will be considered 30 days
      delinquent if the Mortgagor fails to make a Monthly Payment due on July 1 by
      the
      close of business on August 1. Such Mortgage Loan will be reported as current
      at
      the end of July and on the August statement to Certificateholders and will
      not
      be reported as delinquent until the end of August and on the September statement
      to Certificateholders.

     

    “Overcollateralization
      Amount”:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Scheduled Principal Balances of the Mortgage Loans and REO Properties
      immediately following such Distribution Date over (b) the sum of the aggregate
      Certificate Principal Balances of the Class A Certificates and the Class P
      Certificates as of such Distribution Date (after taking into account the payment
      of the Principal Remittance Amount on such Distribution Date).

     

    “Overcollateralization
      Increase Amount”:
      With
      respect to any Distribution Date, the amount of Net Monthly Excess Cashflow
      actually applied as an accelerated payment of principal to the Class A
      Certificates to the extent the Required Overcollateralization Amount exceeds
      the
      Overcollateralization Amount.

     

    “Overcollateralization
      Reduction Amount”:
      With
      respect to any Distribution Date, the lesser of (i) the amount by which the
      Overcollateralization Amount exceeds the Required Overcollateralization Amount
      and (ii) the Principal Remittance Amount; provided however that on any
      Distribution Date on which a Trigger Event is in effect and on and after the
      Optional Termination Date, the Overcollateralization Reduction Amount shall
      equal zero.

     

    “Ownership
      Interest”:
      As to
      any Certificate, any ownership or security 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, as owner
      or
      as pledgee.

     

    “P&I
      Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the related Servicer
      in
      respect of any Determination Date pursuant to Section 5.03 of this Agreement,
      an
      Advance Financing Person pursuant to Section 3.26 of this Agreement or in
      respect of any Distribution Date by a successor Servicer pursuant to Section
      8.02 of this Agreement (which advances shall not include principal or interest
      shortfalls due to bankruptcy proceedings or application of the Relief Act or
      similar state or local laws.)

     

    “Pass-Through
      Rate”:
      With
      respect to the Class A Certificates and any Distribution Date, a rate per annum
      equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     


    
      
        
        

      

      
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    With
      respect to the Class CE-1 Certificates and any Distribution Date, a rate per
      annum equal to the percentage equivalent of a fraction, the numerator of which
      is the sum of the amounts calculated pursuant to clauses (i) through (iv) below,
      and the denominator of which is the aggregate Uncertificated Balances of REMIC
      II Regular Interest AA, REMIC II Regular Interest A and REMIC II Regular
      Interest ZZ. For purposes of calculating the Pass-Through Rate for the Class
      CE-1 Certificates, the numerator is equal to the sum of the following
      components:

     

    (i) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest AA;

     

    (ii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A;

     

    (iii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest ZZ minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest ZZ; and

     

    (iv) 100%
      of
      the interest on REMIC II Regular Interest P.

     

    With
      respect to the Class CE-2 Certificates and any Distribution Date, an amount
      equal to 100% of the amounts distributed on REMIC II Regular Interest
      CE-2.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but current interest for the
      Class IO Interest and each Distribution Date shall be an amount equal to 100%
      of
      the amounts distributable to REMIC II Regular Interest IO for such Distribution
      Date.

     

    “PCAOB”:
       Means
      the
      Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”:
      With
      respect to any Class of Certificates (other than the Residual Certificates),
      the
      undivided percentage ownership in such Class evidenced by such Certificate,
      expressed as a percentage, the numerator of which is the initial Certificate
      Principal Balance represented by such Certificate and the denominator of which
      is the aggregate initial Certificate Principal Balance or Notional Amount of
      all
      of the Certificates of such Class. The Class A Certificates are issuable only
      in
      minimum Percentage Interests corresponding to minimum initial Certificate
      Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
      The Class P Certificates are issuable only in Percentage Interests corresponding
      to initial Certificate Principal Balances of $20 and integral multiples thereof.
      The Class CE-1 Certificates and Class CE-2 Certificates are issuable only in
      minimum Percentage Interests corresponding to minimum initial Notional Amounts
      of $10,000 and integral multiples of $1.00 in excess thereof; provided, however,
      that a single Certificate of each such Class of Certificates may be issued
      having a Percentage Interest corresponding to the remainder of the aggregate
      initial Notional Amount of such Class or to an otherwise authorized denomination
      for such Class plus such remainder. With respect to any Residual Certificate,
      the undivided percentage ownership in such Class evidenced by such Certificate,
      as set forth on the face of such Certificate. The Residual Certificates are
      issuable in Percentage Interests of 20% and integral multiples of 5% in excess
      thereof.

     


    
      
        
        

      

      
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    “Permitted
      Investments”:
      Any
      one or more of the following obligations or securities acquired at a purchase
      price of not greater than par, regardless of whether issued by the Depositor,
      the Servicers, the Master Servicer, the Trustee or any of their respective
      Affiliates:

     

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

     

    (ii) (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in the highest available rating
      category of Moody’s and S&P and provided that each such investment has an
      original maturity of no more than 365 days; and provided further that, if the
      only Rating Agency is S&P and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of S&P if S&P is the Rating
      Agency; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    (iii) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by each Rating Agency that rates such securities in its
      highest long-term unsecured rating categories at the time of such investment
      or
      contractual commitment providing for such investment;

     

    (iv) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by each Rating
      Agency that rates such securities in its highest short-term unsecured debt
      rating available at the time of such investment;

     

    (v) units
      of
      money market funds that have been rated “AAAm” or “AAAm-G” by S&P and “Aaa”
by Moody’s including any such money market fund managed or advised by the Master
      Servicer, the Trustee or any of their Affiliates; and

     

    (vi) if
      previously confirmed in writing to the Trustee and consented to by the
      Certificate Insurer, any other demand, money market or time deposit, or any
      other obligation, security or investment, as may be acceptable to the Rating
      Agencies as a permitted investment of funds backing securities having ratings
      equivalent to its highest initial rating of the Class A
      Certificates;

     


    
      
        
        

      

      
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    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
      Transferee of a Residual Certificate other than a Disqualified Organization
      or
      Non-United States Person.

     

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

     

    “Plan”:
      Any
      employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code.

     

    “Preference
      Amount”:
      With
      respect to the Class A Certificates, any payment of principal or interest
      previously distributed by or on behalf of the Securities Administrator to the
      Beneficiary or a Holder of the Class A Certificates, which would have been
      covered by the Insurance Policy as a Deficiency Amount if there had been a
      shortfall in funds available to make such payment on the required Distribution
      Date for such payment, which has been deemed a preferential transfer and has
      been recovered from the Beneficiary or such holder pursuant to the United States
      Bankruptcy Code in accordance with an Order. 

     

    “Premium”:
      The
      premium payable to the Certificate Insurer under the Insurance Policy at the
      Premium Rate, determined as set forth in the Premium Letter.

     

    “Premium
      Letter”:
      The
      Premium Letter, dated as of August 20, 2007 between the Sponsor and the
      Depositor, acknowledged and agreed to by the Certificate Insurer, the Securities
      Administrator and the Trustee.

     

    “Premium
      Rate”:
      The
      premium payable to the Certificate Insurer under the Insurance Policy in an
      amount equal to 0.3200% per annum on a 30/360 basis. Notwithstanding
      the foregoing, for the first Distribution Date the Premium Rate will be a per
      annum rate equal to the product of (i) 0.3200% and (ii) a fraction, the
      numerator of which is 5 and the denominator of which is 30.

     

    “Prepayment
      Assumption”:
      A
      prepayment rate of 100% PPC. The Prepayment Assumption is used solely for
      determining the accrual of original issue discount on the Certificates for
      federal income tax purposes. To assume 100% PPC is to assume (i) a per annum
      prepayment rate of 10% of the then outstanding principal balance of the mortgage
      loans in the first month of the life of the mortgage loans, (ii) an additional
      1.6364% (precisely 18%/11) per annum in each month thereafter through the
      eleventh month, (iii) building to a constant prepayment rate of 28% per annum
      beginning in the twelfth month and remaining constant thereafter. 

     


    
      
        
        

      

      
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    “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.

     

    “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 Schedule 2 (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 principal amount of the related Mortgage Loan; and

     

    (vi) the
      Scheduled Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    “Prepayment
      Interest Excess”:
      With
      respect to each Mortgage Loan 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
      fifteenth (15th)
      day 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. Each Servicer may withdraw such Prepayment Interest Excess from
      the
      related Collection Account in accordance with Section 3.09(a)(x).

     

    “Prepayment
      Interest Shortfall”:
      With
      respect to any Distribution Date, for each such Mortgage Loan that was the
      subject of a Principal Prepayment in full or in part during the portion of
      the
      related Prepayment Period occurring between the first day of the related
      Prepayment Period and the last day of the calendar month preceding the month
      in
      which such Distribution Date occurs that was applied by the related Servicer
      to
      reduce the outstanding principal balance of such Mortgage Loan on a date
      preceding the Due Date in the succeeding Prepayment Period, an amount equal
      to
      interest at the applicable Net Mortgage Rate on the amount of such Principal
      Prepayment for the number of days commencing on the date on which the prepayment
      is applied and ending on the last day of the calendar month preceding such
      Distribution Date. The obligations of the Servicers and the Master Servicer
      in
      respect of any Prepayment Interest Shortfall are set forth in Section 3.23
      and
      Section 4.19, respectively of this Agreement. 

     

     


    
      
        
        

      

      
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    “Prepayment
      Period”:
      For
      any
      Distribution Date and (A) the Ocwen Mortgage Loans (i) with respect to Principal
      Prepayments in part, the calendar month immediately preceding the month in
      which
      the related Distribution Date occurs and (ii) with respect to Principal
      Prepayments in full, the period from the 16th day of the month immediately
      preceding the month in which the related Distribution Date occurs (or with
      respect to the first Prepayment Period, the period commencing on the Cut-off
      Date) to the 15th day of the month in which such Distribution Date occurs and
      (B) the GMAC Mortgage Loans the period from the 16th day of the month
      immediately preceding the month in which the related Distribution Date occurs
      (or with respect to the first Prepayment Period, the period commencing on the
      Cut-off Date) to the 15th day of the month in which such Distribution Date
      occurs.

     

    “Principal
      Prepayment”:
      Any
      voluntary payment of principal made by the Mortgagor on a Mortgage Loan which
      is
      received in advance of its scheduled Due Date and which is not accompanied
      by an
      amount of interest representing the full amount of scheduled interest due on
      any
      Due Date in any month or months subsequent to the month of
      prepayment.

     

    “Principal
      Distribution Amount”:
      With
      respect to any Distribution Date the sum of (i) the principal portion of all
      Monthly Payments on the Mortgage Loans due during the related Due Period, to
      the
      extent received or advanced on or prior to the related Determination Date;
      (ii)
      the principal portion of all proceeds received in respect of the repurchase
      of a
      Mortgage Loan or, in the case of a substitution, certain amounts representing
      a
      principal adjustment, during the related Prepayment Period pursuant to or as
      contemplated by Section 2.03, Section 3.13(c) and Section 10.01 of this
      Agreement; (iii) the principal portion of all other unscheduled collections,
      including Insurance Proceeds, Liquidation Proceeds and all Principal Prepayments
      in full and in part, received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Mortgage Loans, net in each
      case of payments or reimbursements to the Trustee, the Custodians, the Master
      Servicer, the Securities Administrator, the Servicers or the Credit Risk Manager
      and (iv) the amount of any Overcollateralization Increase Amount for such
      Distribution Date minus
      (v) the
      amount of any Overcollateralization Reduction Amount for such Distribution
      Date.
      In no event will the Principal Distribution Amount with respect to any
      Distribution Date be (x) less than zero or (y) greater than the then outstanding
      aggregate Certificate Principal Balance of the Class A
      Certificates.

     

    “Principal
      Remittance Amount”:
      With
      respect to any Distribution Date the sum of the amounts described in clauses
      (i)
      through (iii) of the definition of Principal Distribution Amount.

     

    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section 2.03, Section 3.13(c) or Section 10.01 of this
      Agreement, and as confirmed by a certification of a Servicing Officer to the
      Trustee, an amount equal to the sum of (i) 100% of the Scheduled Principal
      Balance thereof as of the date of purchase (or such other price as provided
      in
      Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
      such Scheduled Principal Balance at the applicable Net Mortgage Rate in effect
      from time to time from the Due Date as to which interest was last covered by
      a
      payment by the Mortgagor or a P&I Advance by the related Servicer, which
      payment or P&I Advance had as of the date of purchase been distributed
      pursuant to Section 5.01, through the end of the calendar month in which the
      purchase is to be effected and (y) an REO Property, accrued interest on such
      Scheduled Principal Balance at the applicable Net Mortgage Rate in effect from
      time to time from the Due Date as to which interest was last covered by a
      payment by the Mortgagor or a P&I Advance by the related Servicer through
      the end of the calendar month immediately preceding the calendar month in which
      such REO Property was acquired, (iii) any unreimbursed Servicing Advances and
      P&I Advances (including Nonrecoverable P&I Advances and Nonrecoverable
      Servicing Advances) and any unpaid Servicing Fees allocable to such Mortgage
      Loan or REO Property and (iv) in the case of a Mortgage Loan required to be
      purchased pursuant to Section 2.03, expenses reasonably incurred or to be
      incurred by the Certificate Insurer and the related Servicer or the Trustee
      in
      respect of the breach or defect giving rise to the purchase obligation and
      any
      costs and damages incurred by the Trust Fund and the Trustee in connection
      with
      any violation by any such Mortgage Loan of any predatory or abusive lending
      law.

     


    
      
        
        

      

      
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    “QIB”:
      As
      defined in Section 6.01(c).

     

    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding principal balance, after application of all scheduled payments
      of
      principal and interest due during or prior to the month of substitution, not
      in
      excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of
      the
      Due Date in the calendar month during which the substitution occurs, (ii) have
      a
      Mortgage Rate not less than (and not more than one percentage point in excess
      of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a remaining
      term
      to maturity not greater than (and not more than one year less than) that of
      the
      Deleted Mortgage Loan, (iv) have the same Due Date as the Due Date on the
      Deleted Mortgage Loan, (v) have a Combined Loan-to-Value Ratio as of the date
      of
      substitution equal to or lower than the Combined Loan-to-Value Ratio of the
      Deleted Mortgage Loan as of such date, (vi) be secured by the same lien priority
      on the related Mortgaged Property as the Deleted Mortgage Loan, (vii) have
      a
      credit grade at least equal to the credit grading assigned on the Deleted
      Mortgage Loan, (viii) be a “qualified mortgage” as defined in the REMIC
      Provisions and (ix) conform to each representation and warranty set forth in
      Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
      Mortgage Loan. In the event that one or more mortgage loans are substituted
      for
      one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
      shall be determined on the basis of aggregate principal balances, the Mortgage
      Rates described in clause (ii) hereof shall be determined on the basis of
      weighted average Mortgage Rates, the terms described in clause (iii) hereof
      shall be determined on the basis of weighted average remaining term to maturity,
      the Combined Loan-to-Value Ratios described in clause (v) hereof shall be
      satisfied as to each such mortgage loan, the credit grades described in clause
      (vii) hereof shall be satisfied as to each such mortgage loan and, except to
      the
      extent otherwise provided in this sentence, the representations and warranties
      described in clause (ix) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be.

     


    
      
        
        

      

      
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    “Rate/Term
      Refinancing”:
      A
      Refinanced Mortgage Loan, the proceeds of which are not more than a nominal
      amount in excess of the existing first mortgage loan and any subordinate
      mortgage loan on the related Mortgaged Property and related closing costs,
      and
      were used exclusively (except for such nominal amount) to satisfy the then
      existing first mortgage loan and any subordinate mortgage loan of the Mortgagor
      on the related Mortgaged Property and to pay related closing costs.

     

    “Rating
      Agency or Rating Agencies”:
      DBRS,
      Moody’s and S&P 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,
      the
      Servicers and the Certificate Insurer.

     

    “Realized
      Loss”:
      With
      respect to a Charged Off Loan, an amount equal to (i) the unpaid principal
      balance of such Charged Off Loan, plus (ii) amounts reimbursable to a Servicer
      or the Master Servicer for P&I Advances, Servicing Advances and other
      related expenses, including attorneys’ fees with respect to such Charged Off
      Loan. Any Charged Off Loan will give rise to a Realized Loss at the time it
      is
      charged off, as described in Section 3.13 of this Agreement.

     

    With
      respect to each Mortgage Loan that is not a Charged Off Loan and as to which
      a
      Final Recovery Determination has been made, an amount (not less than zero),
      as
      reported by a Servicer to the Master Servicer (in substantially the form of
      Schedule 4 hereto) equal to (i) the unpaid principal balance of such Mortgage
      Loan as of the commencement of the calendar month in which the Final Recovery
      Determination was made, plus (ii) amounts reimbursable to the Servicer or the
      Master Servicer for P&I Advances, Servicing Advances and other related
      expenses, including attorneys’ fees, in each case with respect to the related
      Mortgage Loan, plus (iii) any amounts previously withdrawn from the Collection
      Account in respect of the related Mortgage Loan pursuant to Section 3.09(a)(ix)
      and Section 3.13(b) of this Agreement, minus (iv) the proceeds, if any, received
      in respect of such Mortgage Loan during the calendar month in which such Final
      Recovery Determination was made. A Mortgage Loan, other than a Charged Off
      Loan,
      will give rise to a Realized Loss at the time a Final Recovery Determination
      with respect to such Mortgage Loan has been made.

     

    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 unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) amounts reimbursable to a Servicer or the Master
      Servicer for P&I Advances, Servicing Advances and other related expenses,
      including attorneys’ fees, in each case with respect to the related Mortgage
      Loan, plus (iii) any amounts previously withdrawn from the Collection Account
      in
      respect of the related Mortgage Loan pursuant to Section 3.09(a)(ix) and Section
      3.13(b) of this Agreement, minus (iv) the total of all net rental income,
      Insurance Proceeds and Liquidation Proceeds received in respect of such REO
      Property. An REO Property will give rise to a Realized Loss at the time a Final
      Recovery Determination with respect to such REO Property has been
      made.

     


    
      
        
        

      

      
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    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.

     

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

     

    “Receipt”
and
      “Received”:
      Actual
      delivery to the Certificate Insurer prior to 12:00 Noon, New York City time,
      on
      a Business Day; provided,
      however, that delivery either on a day that is not a Business Day, or after
      12:00 Noon, New York City time, on a Business Day, shall be deemed to be
      "Received" on the next succeeding Business Day. For purposes of this definition,
      “actual delivery” to the Certificate Insurer means (i) the delivery of the
      original Notice of Claim, notice or other applicable documentation to the
      Certificate Insurer at its address set forth in the Insurance Policy, or (ii)
      facsimile transmission of the original Notice of Claim, notice or other
      applicable documentation to the Certificate Insurer at its facsimile number
      set
      forth in the Insurance Policy. If presentation is made by facsimile
      transmission, the Securities Administrator on behalf of the Beneficiary, (i)
      promptly shall confirm transmission by telephone to the Certificate Insurer
      at
      its telephone number set forth in the Insurance Policy, and (ii) as soon as
      is
      reasonably practicable, shall deliver the original Notice of Claim, notice
      or
      other applicable documentation to the Certificate Insurer at its address set
      forth in the Insurance Policy. If any Notice of Claim, notice or other
      documentation actually delivered (or attempted to be delivered) under the
      Insurance Policy by the Securities Administrator on behalf of the Beneficiary,
      is not in proper form or is not properly completed, executed or delivered,
      or
      otherwise is insufficient for the purpose of making a claim under the Insurance
      Policy, “Receipt” by the Certificate Insurer shall be deemed not to have
      occurred, and the Certificate Insurer promptly shall so advise the Securities
      Administrator on behalf of the Beneficiary. In such case, the Securities
      Administrator on behalf of the Beneficiary, may submit an amended Notice of
      Claim, notice or other documentation, as the case may be, to the Certificate
      Insurer.

     

    “Record
      Date”:
      With
      respect to each Distribution Date and the Class A Certificates, the Business
      Day
      immediately preceding such Distribution Date for so long as such Certificates
      are Book-Entry Certificates. With respect to each Distribution Date and any
      other Class of Certificates, including any Definitive Certificates, the last
      day
      of the calendar month immediately preceding the month in which such Distribution
      Date occurs.

     

    “Recovery”:
      As
      defined in Section 5.11(c) of this Agreement. 

     


    
      
        
        

      

      
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    “Reference
      Banks”:
      Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank
      PLC
      and their successors in interest; provided, however, that if any of the
      foregoing banks are not suitable to serve as a Reference Bank, then any leading
      banks selected by the Securities Administrator which are engaged in transactions
      in Eurodollar deposits in the International Eurocurrency market (i) with an
      established place of business in London, (ii) not controlling, under the control
      of or under common control with the Depositor or any Affiliate thereof and
      (iii)
      which have been designated as such by the Securities Administrator.

     

    “Refinanced
      Mortgage Loan”:
      A
      Mortgage Loan the proceeds of which were not used to purchase the related
      Mortgaged Property.

     

    “Regular
      Certificate”:
      Any
      Class A Certificate, Class CE-1 Certificate, Class CE-2 Certificate or Class
      P
      Certificate.

     

    “Regular
      Interest”:
      A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
      Code.

     

    “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
      the Servicing Criteria applicable to the various parties, as set forth on
      Exhibit E 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, the Trustee or a Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act, as amended, or similar state or local
      laws.

     

    “Relief
      Act Interest Shortfall”:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Relief Act. 

     

    “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) such Mortgage Loans and Prepayment Charges
      as
      from time to time are subject to this Agreement, together with the Mortgage
      Files relating thereto, and together with all collections thereon and proceeds
      thereof; (ii) any REO Property, together with all collections thereon and
      proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans
      under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby); and (v) the Collection Accounts, the Distribution Account and any
      REO
      Account, and such assets that are deposited therein from time to time and any
      investments thereof, together with any and all income, proceeds and payments
      with respect thereto. 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 and all
      Prepayment Charges payable in connection with Principal Prepayments made before
      the Cut-off Date; (ii) the Reserve Fund and any amounts on deposit therein
      from
      time to time and any proceeds thereof; (iii) the Swap Agreement; (iv) the Cap
      Contract and (v) the Supplemental Interest Trust.

     


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    “REMIC
      I Adjusted Net Mortgage Rate”: With
      respect to any Mortgage Loan (or the related REO Property) as of any
      Distribution Date, a per annum rate of interest equal to (i) the then applicable
      Mortgage Rate for such Mortgage Loan, minus (ii) the Administration Fee Rate,
      minus (iii) a per annum rate equal to the product of (A) the Premium Rate and
      (B) a fraction, the numerator of which is the aggregate Certificate Principal
      Balance of the Class A Certificates immediately prior to such Distribution
      Date
      and the denominator of which is the aggregate principal balance of the Mortgage
      Loans as of the last day of the immediately preceding Due Period (or as of
      the
      Cut-off Date with respect to the first Distribution Date) after giving effect
      to
      principal prepayments received during the related Prepayment Period which were
      distributed on the immediately preceding Distribution Date.

     

    “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 REMIC I Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement hereto.
      

     

    “REMIC
      I Remittance Rate”:
      With
      respect to REMIC I Regular Interest I-CE and REMIC I Regular Interest I-AM,
      a
      per annum rate equal to the weighted average of the REMIC I Adjusted Net
      Mortgage Rates 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 of the REMIC I Adjusted Net Mortgage Rates of the Mortgage Loans
      multiplied by 2, subject to a maximum rate of 10.460%. 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 of the REMIC I Adjusted Net Mortgage Rates of the Mortgage Loans over
      (ii) 10.460% and (y) 0.00%. With respect to REMIC I Regular Interest I-CE-20,
      a
      weighted average per annum rate, determined on a Mortgage Loan by Mortgage
      Loan
      basis (and solely with respect to the Ocwen Mortgage Loans), equal to the
      excess, if any, of (i) the excess of (a) the Mortgage Rate for each such
      Mortgage Loan over (b) the sum of the (w) Ocwen Servicing Fee Rate, provided,
      however, that the Ocwen Servicing Fee Rate shall be subject to a cap equal
      to
      the Servicing Fee Rate, (x) Master Servicing Fee Rate and (y) Credit Risk
      Manager Fee Rate, over (ii) the Net Mortgage Rate of each such Mortgage Loan.
      With respect to REMIC I Regular Interest I-CE-2G, a weighted average per annum
      rate, determined on a Mortgage Loan by Mortgage Loan basis (and solely with
      respect to the GMAC Mortgage Loans), equal to the excess, if any, of (i) the
      excess of (a) the Mortgage Rate for each such Mortgage Loan over (b) the sum
      of
      the (x) GMAC Servicing Fee Rate, provided, however, that the GMAC Servicing
      Fee
      Rate shall be subject to a cap equal to the Servicing Fee Rate (y) Master
      Servicing Fee Rate and (z) Credit Risk Manager Fee Rate, over (ii) the Net
      Mortgage Rate of each such Mortgage Loan.

     


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    “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 REMIC II Regular
      Interests pursuant to Section 2.07, and all amounts deposited therein, with
      respect to which a separate REMIC election is to be made.

     

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

     

    “REMIC
      II Overcollateralization Amount”:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Balances of the REMIC II Regular Interests (other than REMIC II Regular Interest
      P) minus (ii) the aggregate of the Uncertificated Balances of REMIC II Regular
      Interest A, 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 the
      aggregate Scheduled 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 Balances of REMIC II Regular Interest
      A and the denominator of which is the aggregate of the Uncertificated Balances
      of REMIC II Regular Interest A and REMIC II Regular Interest ZZ.

     

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

     

    “REMIC
      II Regular Interest 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 AA shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      II Regular Interest A”:
      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 A shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    “REMIC
      II Regular Interest CE-2”:
      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 CE-2 will be entitled to 100% of the amounts distributed on REMIC
      I
      Regular Interest I-CE-20 and REMIC I Regular Interest I-CE-2G.

     

    “REMIC
      II Regular Interest 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 IO shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time and shall not be entitled to distributions of
      principal. 

     

    “REMIC
      II Regular Interest 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 P shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      II Regular Interest 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 ZZ shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      II Remittance Rate”:
      With
      respect to REMIC II Regular Interest AA, REMIC II Regular Interest A, REMIC
      II
      Regular Interest ZZ and REMIC II Regular Interest P, a per annum rate (but
      not
      less than zero) equal to the weighted average of: (w) with respect to REMIC
      I
      Regular Interest I-CE and REMIC I Regular Interest I-AM, the REMIC I Remittance
      Rate for such REMIC I Regular Interest for each such Distribution Date, (x)
      with
      respect to each REMIC I Regular Interest ending with the designation “B”, the
      weighted average of the REMIC I Remittance Rates for such REMIC I Regular
      Interests, weighted on the basis of the Uncertificated Balances 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
      Balances of each such REMIC I Regular Interest for each such Distribution
      Date:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th 

            	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-1-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	 	 	 
	
              8

            	 	
              I-2-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              9

            	 	
              I-3-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              I-4-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              I-5-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              I-6-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              I-7-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              I-8-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              I-9-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              I-10-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              I-11-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              I-12-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              I-13-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              I-14-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              I-15-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              I-16-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              I-17-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              24

            	 	
              I-18-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              I-19-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              I-20-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              I-21-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              I-22-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              I-23-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              I-24-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              I-25-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              I-26-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              I-27-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              I-28-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              I-29-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              I-30-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              37
                through 45

            	 	
              I-31-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              I-32-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              47

            	 	
              I-33-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              I-34-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              49

            	 	
              I-35-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              I-36-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              I-37-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              I-38-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              I-39-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              I-40-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              I-41-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              I-42-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              I-43-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              I-44-A
                through I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-45-A
                and I-46-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              I-46-A
                

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    With
      respect to REMIC II Regular Interest IO, and (i) the 1st Distribution Date
      through the 6th Distribution Date, the excess of (x) the weighted average of
      the
      REMIC I Remittance Rates for REMIC I Regular Interests including the designation
      “A”, over (y) the weighted average of the REMIC I Remittance Rates for REMIC I
      Regular Interests including the designation “A”, (ii) the 7th Distribution Date
      through the 60th
      Distribution Date, the excess of (x) the weighted average of the REMIC I
      Remittance Rates for REMIC I Regular Interests including the designation “A”,
      over (y) 2 multiplied by Swap LIBOR and (iii) thereafter, 0.00%. With respect
      to
      REMIC II Regular Interest CE-2, an amount equal to 100% of the amounts
      distributed on REMIC I Regular Interest I-CE-20 and REMIC I Regular Interest
      I-CE-2G.

     

    “REMIC
      II Required Overcollateralization Amount”:
      1.00%
      of the Required 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 or Class R Certificate.

     

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

     

    “REMIC
      Provisions”:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Section 860A through 860G 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.

     

    “REMIC
      Regular Interest”:
      Any
      REMIC I Regular Interest or REMIC II Regular Interest.

     

    “REMIC
      Remittance Rate”:
      The
      REMIC I Remittance Rate or the REMIC II Remittance Rate.

     

    “Remittance
      Report”:
      A
      report by the Servicers pursuant to Section 5.03(a) of this
      Agreement.

     

    “Rents
      from Real Property”:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code as being included in the term “rents from real
      property.”

     

    “REO
      Account”:
      The
      account or accounts maintained, or caused to be maintained, by each Servicer
      in
      respect of an REO Property pursuant to Section 3.22 of this Agreement. The
      REO
      Account must be an Eligible Account.

     

    “REO
      Disposition”:
      The
      sale or other disposition of an REO Property on behalf of REMIC I.

     


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    “REO
      Property”:
      A
      Mortgaged Property acquired by the related Servicer or its nominee on behalf
      of
      REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in
      Section 3.22 of this Agreement.

     

    “Reportable
      Event”:
      Has
      the meaning set forth in Section 5.06(b) of this Agreement.

     

    “Required
      Overcollateralization Amount”:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date, the product
      of
      (A) 35.00% and (B) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event
      is
      not in effect, 70.00% of the Scheduled Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period, subject to a floor equal to the
      product of (a) 0.50% and (b) the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date, and (iii) on or after the Stepdown Date and a
      Trigger Event is in effect, the Required Overcollateralization Amount for the
      immediately preceding Distribution Date. Notwithstanding the foregoing, with
      respect to any Distribution Date on or after the Optional Termination Date,
      the
      Required Overcollateralization Amount for such Distribution Date and each
      Distribution Date thereafter will be equal to the greater of (i) the Required
      Overcollateralization Amount for the Distribution Date immediately preceding
      the
      Optional Termination Date and (ii) 70.00% of the Scheduled Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period, subject to
      a
      floor equal to the product of (a) 0.50% and (b) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

    “Reserve
      Fund”:
      A fund
      created pursuant to Section 3.25 which shall be an asset of the Trust Fund
      but
      which shall not be an asset of any Trust REMIC. The Reserve Fund must be an
      Eligible Account.

     

    “Reserve
      Interest Rate”:
      With
      respect to any Interest Determination Date, the rate per annum that the
      Securities Administrator determines to be either (i) the arithmetic mean
      (rounded upwards if necessary to the nearest whole multiple of 1/16%) of the
      one-month U.S. dollar lending rates which New York City banks selected by the
      Securities Administrator, after consultation with the Depositor, are quoting
      on
      the relevant Interest Determination Date to the principal London offices of
      leading banks in the London interbank market or (ii) in the event that the
      Securities Administrator can determine no such arithmetic mean, the lowest
      one-month U.S. dollar lending rate which New York City banks selected by the
      Securities Administrator are quoting on such Interest Determination Date to
      leading European banks.

     

    “Residential
      Dwelling”:
      Any
      one of the following: (i) a attached, detached or semi-detached one to
      four-family dwelling, (ii) a one-family dwelling unit in a Fannie Mae eligible
      condominium project or (iii) a detached one-family dwelling in a planned unit
      development, none of which is a co-operative or mobile home.

     

    “Residual
      Certificate”:
      Any
      one of the Class R Certificates.

     

    “Residual
      Interest”:
      The
      sole class of “residual interests” in a REMIC within the meaning of Section
      860G(a)(2) of the Code.

     


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    “Responsible
      Officer”:
      When
      used with respect to the Trustee, the Depositor or the Master Servicer, any
      officer of such entity having direct responsibility for the administration
      of
      this Agreement and, with respect to a particular matter, to whom such matter
      is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject.

     

    “Reuters
      Screen LIBOR01”:
      Means
      the display page currently so designated on the Reuters Monitor Money Rates
      Service (or such other page as may replace that page on that service for the
      purpose of displaying comparable rates or prices).

     

    “Rolling
      Three Month Delinquency Average”:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      equal
      to the average of the Delinquency Percentage for the current Distribution Date
      and each of the two immediately preceding Distribution Dates (or for the
      Distribution Dates in August 2007 and September 2007, the corresponding number
      of preceding Distribution Dates.)

     

    “Rule
      144A”:
      Rule
      144A under the Securities Act.

     

    “S&P”:
      Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies,
      Inc.

     

    “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, 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 is amended, (b) the Rules
      referred to in clause (ii) are modified or superseded by any subsequent
      statement, rule or regulation of the Commission or any statement of a division
      thereof, or (c) any future releases, rules and regulations are published by
      the
      Commission from time to time pursuant to the Sarbanes-Oxley Act, which in any
      such case affects the form or substance of the required certification and
      results in the required certification being, in the reasonable judgment of
      the
      Master Servicer, materially more onerous that 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
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding
      principal balance of such Mortgage Loan as of such date, net of the principal
      portion of all unpaid Monthly Payments, if any, due on or before such date;
      (b)
      as of any Due Date subsequent to the Cut-off Date up to and including the Due
      Date in the calendar month in which a Liquidation Event occurs with respect
      to
      such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as
      of
      the Cut-off Date, minus the sum of (i) the principal portion of each Monthly
      Payment due on or before such Due Date but subsequent to the Cut-off Date,
      to
      the extent received or advanced, (ii) all Principal Prepayments received before
      such Due Date but after the Cut-off Date, (iii) the principal portion of all
      Liquidation Proceeds and Insurance Proceeds received before such Due Date but
      after the Cut-off Date and (iv) any Realized Loss incurred with respect thereto
      as a result of a Deficient Valuation occurring before such Due Date and (c)
      as
      of any Due Date subsequent to the occurrence of a Liquidation Event with respect
      to such Mortgage Loan, zero. 

     


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    The
      Scheduled Principal Balance of any Charged Off Loan is equal to
      zero.

     

    With
      respect to any REO Property: (a) as of any Due Date subsequent to the date
      of
      its acquisition on behalf of the Trust Fund up to and including the Due Date
      in
      the calendar month in which a Liquidation Event occurs with respect to such
      REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired; and (b) as of any Due Date subsequent
      to
      the occurrence of a Liquidation Event with respect to such REO Property,
      zero.

     

    “Securities
      Act”:
      The
      Securities Act of 1933, as amended, and the rules and regulations
      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
      Interest Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) the Interest
      Distribution Amount for such Distribution Date and (ii) the Interest Carry
      Forward Amount, if any, for such Distribution Date.

     

    “Servicer”:
      Ocwen
      or GMAC, as applicable, or any successor thereto appointed hereunder in
      connection with the servicing and administration of the related Mortgage
      Loans.

     

    “Servicer
      Event of Default”:
      One or
      more of the events described in Section 8.01(a).

     

    “Servicer
      Remittance Date”:
      With
      respect to any Distribution Date and the GMAC Mortgage Loans, by 12:00 p.m.
      New
      York time on the 18th day of the month in which such Distribution Date occurs;
      provided that if such 18th day of a given month is not a Business Day, the
      Servicer Remittance Date for such month shall be the Business Day immediately
      preceding such 18th day. With respect to any Distribution Date and the Ocwen
      Mortgage Loans, by 12:00 p.m. New York time on the 22nd day of each month in
      which such Distribution Date occurs; provided that if such 22nd day of a given
      month is not a Business Day, the Servicer Remittance Date for such month shall
      be the Business Day immediately preceding such 22nd day.

     

    “Servicer
      Report”:
      A
      report (substantially in the form of Schedule 5 hereto) or otherwise in form
      and
      substance acceptable to the Master Servicer and the Securities Administrator
      on
      an electronic data file or tape prepared by the Servicers pursuant to Section
      5.03(a) of this Agreement, with such additions, deletions and modifications
      as
      agreed to by the Master Servicer, the Securities Administrator and the
      Servicer.

     


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


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

     

    “Servicing
      Advances”:
      The
      customary and reasonable “out-of-pocket” costs and expenses incurred prior to or
      on or after the Cut-off Date (the amounts incurred prior to the Cut-off Date
      shall be identified on the Servicing Advance Schedule by (a) each Servicer
      with
      respect to any Mortgage Loans serviced by such Servicer that were transferred
      to
      the related Servicer prior to the Cut-off Date and/or (b) the Depositor with
      respect to any Mortgage Loans that were transferred to the Servicer after the
      Cut-off Date, as applicable) by the related Servicer in connection with a
      default, delinquency or other unanticipated event by the Servicer in the
      performance of its servicing obligations, including, but not limited to, the
      cost of (i) the preservation, restoration and protection of a Mortgaged
      Property, (ii) any enforcement or judicial proceedings, including but not
      limited to foreclosures, in respect of a particular Mortgage Loan, including
      any
      expenses incurred in relation to any such proceedings that result from the
      Mortgage Loan being registered on the MERS® System, (iii) the management
      (including reasonable fees in connection therewith) and liquidation of any
      REO
      Property, (iv) the performance of its obligations under Section 3.01,
      Section 3.07, Section 3.11, Section 3.13 and Section 3.22 of
      this Agreement; (v) refunding to any Mortgagor the portion of any prepaid
      origination fees or finance charges that are subject to reimbursement upon
      a
      principal prepayment of the related Mortgage Loan to the extent such refund
      is
      required by applicable law; and (vi) 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 the related Servicer to perform its obligations under this Agreement.
      Servicing Advances also include any reasonable “out-of-pocket” cost and expenses
      (including legal fees) incurred by the 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. The Servicers shall not be required to make any Nonrecoverable
      Servicing Advances.

     

    “Servicing
      Advance Schedule”:
      With
      respect to any Servicing Advances incurred prior to the Cut-off Date, the
      schedule or schedules provided by (a) the related Servicer with respect to
      any
      Mortgage Loans that were transferred to the related Servicer prior to the
      Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that
      were transferred to the Servicer after the Cut-off Date, as applicable, to
      the
      Master Servicer and, if such schedule is provided by the Depositor, to the
      related Servicer, on the date on which such Servicer seeks reimbursement for
      a
      Servicing Advance made by the related Servicer, which schedule or schedules
      shall contain the information set forth on Schedule 6.

     

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

     


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    “Servicing
      Fee”:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one-twelfth of the product of the Servicing Fee Rate multiplied by the Scheduled
      Principal Balance of the Mortgage Loans as of the Due Date in the preceding
      calendar month; provided, however, that Ocwen shall only be entitled to a
      portion of the Servicing Fee calculated on the Ocwen Mortgage Loans at the
      Ocwen
      Servicing Fee Rate and GMAC shall only be entitled to a portion of the Servicing
      Fee calculated on the GMAC Mortgage Loans at the GMAC Servicing Fee Rate. The
      Servicing Fee is payable solely from collections of interest on the Mortgage
      Loans, except as otherwise provided in Section 3.09 of this
      Agreement.

     

    “Servicing
      Fee Rate”:
      0.50%
      per annum.

     

    “Servicing
      Function Participant”:
      Means
      any Sub-Servicer, Subcontractor or any other Person, other than the Servicers,
      the Master Servicer, each Custodian, the Trustee and the Securities
      Administrator, that is determined to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, without regard to
      any threshold referenced therein.

     

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

     

    “Significant
      Subsequent Recoveries”:
      With
      respect to a defaulted Mortgage Loan, a determination by the related Servicer
      that either (A) the potential Subsequent Recoveries are anticipated to be
      greater than or equal to the sum of (i) the total indebtedness of the senior
      lien on the related Mortgaged Property and (ii) $10,000 (after anticipated
      expenses and attorneys’ fees) or (B) the related Mortgagor has shown a
      willingness and ability to pay over the previous six months.

     

    “Single
      Certificate”:
      With
      respect to any Class of Certificates (other than the Residual Certificates),
      a
      hypothetical Certificate of such Class evidencing a Percentage Interest for
      such
      Class corresponding to an initial Certificate Principal Balance of $1,000.
      With
      respect to the Residual Certificates, a hypothetical Certificate of such Class
      evidencing a 100% Percentage Interest in such Class.

     

    “Special
      Servicing Practices”:
      With
      regard to any Charged Off Loans, the servicing of such Charged Off Loans using
      specialized collection procedures (including foreclosure, if appropriate) to
      maximize recoveries.

     

    “Sponsor”:
      DB
      Structured Products, Inc. or its successor in interest, in its capacity as
      seller under the Mortgage Loan Purchase Agreement.

     

    “Startup
      Day”:
      With
      respect to each Trust REMIC, the day designated as such pursuant to Section
      11.01(b) hereof.

     

    “Stepdown
      Date”:
      The
      later to occur of (a) the Distribution Date occurring in August 2010 and (b)
      the
      first Distribution Date on which the Credit Enhancement Percentage (calculated
      for this purpose only after taking into account distributions of principal
      on
      the Mortgage Loans, but prior to any distribution of the Principal Distribution
      Amount to the Holders of the Certificates then entitled to distributions of
      principal on such Distribution Date), is greater than or equal to
      70.00%.

     


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    “Subcontractor”:
      Means
      any vendor, subcontractor or other Person that 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 (without regard to any threshold
      percentage specified therein) with respect to Mortgage Loans under the direction
      or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master
      Servicer, the Trustee, a Custodian or the Securities Administrator.

     

    “Subsequent
      Recoveries”:
      As of
      any Distribution Date, 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, (i) with respect to a Charged Off Loan, after
      such
      Mortgage Loan has been charged off by the related Servicer or (ii) with respect
      to a Liquidated Mortgage Loan, after the liquidation or disposition of such
      defaulted Mortgage Loan.

     

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

     

    “Sub-Servicing
      Agreement”:
      The
      written contract between a Servicer and a Sub-Servicer relating to servicing
      and
      administration of certain Mortgage Loans as provided in Section 3.02 of this
      Agreement.

     

    “Substitution
      Shortfall Amount”:
      As
      defined in Section 2.03.

     

    “Supplemental
      Interest Trust”:
      The
      corpus of a trust created pursuant to Section 5.07 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      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 a national banking association, or its successor
      in interest, or any successor supplemental interest trust trustee appointed
      as
      provided herein.

     

    “Swap
      Agreement”:
      The
      interest rate swap agreement, dated as of August 20, 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 I.

     


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    “Swap
      Credit Support Annex”:
      The
      credit support annex, dated as of August 20, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement.

     

    “Swap
      Collateral Account”:
      As
      defined in Section 5.09 of this Agreement. 

     

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

     

    “Swap
      Notional Amount”:
      For
      each calculation period as defined in the Swap Agreement, the lesser of (i)
      the
      Certificate Principal Balance of the Class A Certificates and (ii) the amount
      set forth below:

     

    
      	
              Distribution
                Date

            	 	
               Swap
                Notional Amount ($)

            
	
              February
                2008

            	 	 	
              111,384,708

            	 
	
              March
                2008

            	 	 	
              107,507,856

            	
               

            
	
              April
                2008

            	 	 	
              103,711,123

            	
               

            
	
              May
                2008

            	 	 	
              99,997,097

            	 
	
              June
                2008

            	 	 	
              96,363,983

            	 
	
              July
                2008

            	 	 	
              92,810,026

            	 
	
              August
                2008

            	 	 	
              89,333,511

            	 
	
              September
                2008

            	 	 	
              85,932,757

            	 
	
              October
                2008

            	 	 	
              82,606,121

            	 
	
              November
                2008

            	 	 	
              79,351,997

            	 
	
              December
                2008

            	 	 	
              76,168,810

            	 
	
              January
                2009

            	 	 	
              73,055,022

            	 
	
              February
                2009

            	 	 	
              70,009,128

            	 
	
              March
                2009

            	 	 	
              67,029,654

            	 
	
              April
                2009

            	 	 	
              64,115,160

            	 
	
              May
                2009

            	 	 	
              61,264,235

            	 
	
              June
                2009

            	 	 	
              58,475,500

            	 
	
              July
                2009

            	 	 	
              55,747,605

            	 
	
              August
                2009

            	 	 	
              53,079,230

            	 
	
              September
                2009

            	 	 	
              50,469,084

            	 
	
              October
                2009

            	 	 	
              47,915,902

            	 
	
              November
                2009

            	 	 	
              45,418,448

            	 
	
              December
                2009

            	 	 	
              42,975,511

            	 
	
              January
                2010

            	 	 	
              40,585,909

            	 
	
              February
                2010

            	 	 	
              38,248,484

            	 
	
              March
                2010

            	 	 	
              35,962,102

            	 
	
              April
                2010

            	 	 	
              33,725,655

            	 
	
              May
                2010

            	 	 	
              31,538,059

            	 
	
              June
                2010

            	 	 	
              29,398,253

            	 
	
              July
                2010

            	 	 	
              27,305,199

            	 
	
              August
                2010

            	 	 	
              25,257,881

            	 
	
              September
                2010

            	 	 	
              25,257,881

            	 
	
              October
                2010

            	 	 	
              25,257,881

            	 
	
              November
                2010

            	 	 	
              25,257,881

            	 


    


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    


    
      	
              Distribution
                Date

            	 	
               Swap
                Notional Amount ($)

            
	
              December
                2010

            	 	 	
              25,257,881

            	 
	
              January
                2011

            	 	 	
              25,257,881

            	 
	
              February
                2011

            	 	 	
              25,257,881

            	 
	
              March
                2011

            	 	 	
              25,257,881

            	 
	
              April
                2011

            	 	 	
              25,257,881

            	 
	
              May
                2011

            	 	 	
              24,906,596

            	 
	
              June
                2011

            	 	 	
              24,355,152

            	 
	
              July
                2011

            	 	 	
              23,815,775

            	 
	
              August
                2011

            	 	 	
              23,288,205

            	 
	
              September
                2011

            	 	 	
              22,772,183

            	 
	
              October
                2011

            	 	 	
              22,267,443

            	 
	
              November
                2011

            	 	 	
              21,773,566

            	 
	
              December
                2011

            	 	 	
              21,290,490

            	 
	
              January
                2012

            	 	 	
              20,817,999

            	 
	
              February
                2012

            	 	 	
              20,355,862

            	 
	
              March
                2012

            	 	 	
              19,903,853

            	 
	
              April
                2012

            	 	 	
              19,461,751

            	 
	
              May
                2012

            	 	 	
              19,029,341

            	 
	
              June
                2012

            	 	 	
              18,606,414

            	 
	
              July
                2012

            	 	 	
              18,192,762

            	 


    

    


    “Swap
      Provider”:
      The
      swap provider under the Swap Agreement. Initially, the Swap Provider shall
      be
      Bear Stearns Financial Products Inc.

     

    “Swap
      Provider Trigger Event”:
      A Swap
      Provider Trigger Event shall have occurred if any of the following has occurred:
      (i) an Event of Default under the Swap Agreement with respect to which the
      Swap
      Provider is a Defaulting Party (as defined in the Swap Agreement), (ii) a
      Termination Event under the Swap Agreement with respect to which the Swap
      Provider is the sole Affected Party (as defined in the Swap Agreement) or (iii)
      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 Securities Administrator on behalf of the
      Supplemental Interest Trust Trustee from 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.

     

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

     


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    “Term
      of the Insurance Policy”:
      The
      period from and including the Closing Date to and including the date that is
      one
      year and one day following the earlier to occur of (i) the date on which all
      amounts required to be paid on the Class A Certificates have been paid in full
      and (ii) the Final Maturity Date; provided,
      however,
      that in the event that any amount with respect to any Deficiency Amount paid
      to
      the Securities Administrator on behalf of the Beneficiary pursuant to this
      Agreement during the Term of the Insurance Policy becomes a Preference Amount,
      the Certificate Insurer’s obligations with respect thereto shall remain in
      effect or shall be reinstated, as applicable, until payment in full by the
      Certificate Insurer pursuant to the terms hereof. 

     

    “Termination
      Price”:
      As
      defined in Section 10.01.

     

    “Terminator”:
      As
      defined in Section 10.01.

     

    “Transfer”:
      Any
      direct or indirect transfer, sale, pledge, hypothecation, or other form of
      assignment of any Ownership Interest in a Certificate.

     

    “Transferee”:
      Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Transferor”:
      Any
      Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Trigger
      Event”:
      With
      respect to any Distribution Date, a Trigger Event is in effect if either (x)
      the
      Delinquency Percentage exceeds 10.00% or (y) the aggregate amount of Realized
      Losses (including any principal amounts that have been forgiven in respect
      of
      modifications to any Mortgage Loan) incurred since the Cut-off Date through
      the
      last day of the related Due Period divided by the Scheduled Principal Balance
      of
      the Mortgage Loans as of the Cut-off exceeds the applicable percentages set
      forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              Percentages

            
	
              August
                2009 to July 2010

            	 	
              7.00%
                plus 1/12 of 3.00% for each month thereafter

            
	
              August
                2010 to July 2011

            	 	
              10.00%
                plus 1/12 of 3.00% for each month thereafter

            
	
              August
                2011 to July 2012

            	 	
              13.00%
                plus 1/12 of 2.00% for each month thereafter

            
	
              August
                2012 to July 2013

            	 	
              15.00%
                plus 1/12 of 2.00% for each month thereafter

            
	
              August
                2013 and thereafter

            	 	
              17.00%

            


    

    


    The
      Trigger Event may be amended to change the calculation of delinquencies and
      Realized Losses for purposes of this definition without consent of the
      Certificateholders, provided that, a letter is obtained from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Class A Certificates and the
      Certificate Insurer has provided its prior written consent.

     

    “Trust”:
      ACE
      Securities Corp., Home Equity Loan Trust, Series 2007-SL2, the trust created
      hereunder.

     


    
      
        
        

      

      
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    “Trust
      Fund”:
      Collectively, all of the assets of REMIC I, REMIC II, REMIC III and the Reserve
      Fund and any amounts on deposit therein and any proceeds thereof and the Cap
      Contract. For avoidance of doubt, the Trust Fund does not include the
      Supplemental Interest Trust.

     

    “Trust
      REMIC”:
      REMIC
      I, REMIC II or REMIC III.

     

    “Trustee”:
      HSBC
      Bank USA, National Association, a national banking association, or its successor
      in interest, or any successor trustee appointed as herein provided.

     

    “Uncertificated
      Balance”:
      The
      amount of the REMIC Regular Interests outstanding as of any date of
      determination. As of the Closing Date, the Uncertificated Balance of each REMIC
      Regular Interest shall equal the amount set forth in the Preliminary Statement
      hereto as its initial uncertificated balance. On each Distribution Date, the
      Uncertificated Balance of the REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 5.01 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 5.04 and the Uncertificated Balance of REMIC
      II
      Regular Interest ZZ shall be increased by interest deferrals as provided in
      Section 5.01. The Uncertificated Balance of each REMIC Regular Interest shall
      never be less than zero.

     

    “Uncertificated
      Interest”:
      With
      respect to any REMIC Regular Interest for any Distribution Date, one month’s
      interest at the related REMIC Remittance Rate applicable to such REMIC Regular
      Interest for such Distribution Date, accrued on the Uncertificated Balance
      thereof immediately prior to such Distribution Date. Uncertificated Interest
      in
      respect of the REMIC Regular Interests shall accrue on the basis of a 360-day
      year consisting of twelve 30-day months. Uncertificated Interest with respect
      to
      each Distribution Date, as to any REMIC Regular Interest, shall be reduced
      by an
      amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall,
      if
      any, for such Distribution Date to the extent not covered by payments pursuant
      to Section 3.23 or Section 4.19 of this Agreement and (b) the aggregate amount
      of any Relief Act Interest Shortfall, if any allocated, in each case, to such
      REMIC Regular Interest or REMIC Regular Interest pursuant to Section 1.02.
      In
      addition, Uncertificated Interest with respect to each Distribution Date, as
      to
      any REMIC Regular Interest, shall be reduced by Realized Losses, if any,
      allocated to such REMIC Regular Interest pursuant to Section 1.02 and Section
      5.04.

     

    “Uninsured
      Cause”:
      Any
      cause of damage to a Mortgaged Property such that the complete restoration
      of
      such property is not fully reimbursable by the hazard insurance policies
      required to be maintained pursuant to Section 3.11.

     

    “United
      States Person”:
      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 (except, in the case of a partnership, to the
      extent provided in regulations) provided that, for purposes solely of the
      restrictions on the transfer of any Class R Certificate, no partnership or
      other
      entity treated as a partnership for United States federal income tax purposes
      shall be treated as a United States Person unless all persons that own an
      interest in such partnership either directly or through any entity that is
      not a
      corporation for United States federal income tax purposes are required to be
      United States Persons, or an estate whose income is subject to United States
      federal income tax regardless of its source, 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 the authority to control
      all substantial decisions of the trust. To the extent prescribed in regulations
      by the Secretary of the Treasury, a trust which was in existence on August
      20,
      1996 (other than a trust treated as owned by the grantor under subpart E of
      part
      I of subchapter J of chapter I of the Code), and which was treated as a United
      States person on August 20, 1996 may elect to continue to be treated as a United
      States person notwithstanding the previous sentence. The term “United States”
shall have the meaning set forth in Section 7701 of the Code.

     


    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    


    “Value”:
      With
      respect to any Mortgaged Property, the lesser of (i) the lesser of (a) the
      value
      thereof as determined by an appraisal made for the related originator of the
      Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
      who met the minimum requirements of Fannie Mae and Freddie Mac and (b) the
      value
      thereof as determined by a review appraisal conducted by the related originator
      of the Mortgage Loan in accordance with the related originator’s underwriting
      guidelines, and (ii) the purchase price paid for the related Mortgaged Property
      by the Mortgagor with the proceeds of the Mortgage Loan; provided, however,
      (A)
      in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
      is based solely upon the lesser of (1) the value determined by an appraisal
      made
      for the related originator of the Mortgage Loan of such Refinanced Mortgage
      Loan
      at the time of origination of such Refinanced Mortgage Loan by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac and (2) the value
      thereof as determined by a review appraisal conducted by the related originator
      of the Mortgage Loan in accordance with the related originator’s underwriting
      guidelines, and (B) in the case of a Mortgage Loan originated in connection
      with
      a “lease-option purchase,” such value of the Mortgaged Property is based on the
      lower of the value determined by an appraisal made for the originator of such
      Mortgage Loan at the time of origination or the sale price of such Mortgaged
      Property if the “lease option purchase price” was set less than 12 months prior
      to origination, and is based on the value determined by an appraisal made for
      the related originator of such Mortgage Loan at the time of origination if
      the
“lease option purchase price” was set 12 months or more prior to
      origination.

     

    “Verification
      Report”:
      As
      defined in Section 4.20. 

     

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any such Certificate. With respect to any date of determination, 98% of all
      Voting Rights will be allocated among the holders of the Class A Certificates
      and the Class CE-1 Certificates in proportion to the then outstanding
      Certificate Principal Balances of their respective Certificates, 1% of all
      Voting Rights will be allocated among the holders of the Class P Certificates
      and 1% of all Voting Rights will be allocated among the holders of the Class
      R
      Certificates. The Voting Rights allocated to each Class of Certificate shall
      be
      allocated among Holders of each such Class in accordance with their respective
      Percentage Interests as of the most recent Record Date. Notwithstanding the
      foregoing, unless a Certificate Insurer Default exists and is continuing, on
      any
      date on which any Class A Certificates are outstanding or any amounts are owed
      to the Certificate Insurer, the Certificate Insurer will have all rights,
      including all consent and voting rights, that the Class A Certificateholders
      are
      entitled to under this Agreement.

     


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


    “Wells
      Fargo”:
      Wells
      Fargo Bank, National Association in its capacity as a Custodian under the Wells
      Fargo Custodial Agreement, or any successor thereto.

     

    “Wells
      Fargo Custodial Agreement”:
      The
      Custodial Agreement dated as of July 1, 2007, among the Trustee, Wells
      Fargo and the Servicers, as may be amended or supplemented from time to
      time.

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates and
      the
      Class CE-1 Certificates for any Distribution Date, (1) the aggregate amount
      of
      any Prepayment Interest Shortfalls (to the extent not covered by payments by
      the
      Servicers pursuant to Section 3.23 of this Agreement or by the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated first, to the Class CE-1 Certificates and second, to the
      Class A Certificates, based on, and to the extent of, one month’s interest at
      the then applicable respective Pass-Through Rate on the respective Certificate
      Principal Balance or Notional Amount, as applicable, of each such Certificate
      and (2) the Net WAC Rate Carryover Amounts paid to the Class A Certificates
      incurred for any Distribution Date shall be allocated to the Class CE-1
      Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      related Servicer pursuant to Section 3.23 of this Agreement or the Master
      Servicer pursuant to Section 4.19) and any Relief Act Interest Shortfalls
      incurred in respect of Mortgage Loans shall be allocated first, to REMIC I
      Regular Interest I-CE, REMIC I Regular Interest I-AM and to the REMIC 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
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC 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 REMIC I Remittance Rates on
      the respective Uncertificated Balances of each such REMIC I Regular
      Interest.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

      For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.23 of this Agreement or the Master Servicer
      pursuant to Section 4.19) and the REMIC II Marker Allocation Percentage of
      any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated among REMIC II Regular Interest AA, REMIC
      II Regular Interest A, REMIC II Regular Interest ZZ and REMIC II Regular
      Interest P pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    ARTICLE
      II


    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of the Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, without recourse, for the benefit of the Certificateholders and the
      Certificate Insurer, all the right, title and interest of the Depositor,
      including any security interest therein for the benefit of the Depositor, in
      and
      to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights
      of
      the Depositor under the Mortgage Loan Purchase Agreement (including, without
      limitation the right to enforce the obligations of the other parties thereto
      thereunder), the rights of the Depositor under the Cap Contract, the right
      to
      any payments made by the Cap Counterparty under the Cap Contract, the right
      to
      any Net Swap Payment and any Swap Termination Payment made by the Swap Provider,
      and all other assets included or to be included in REMIC I. Such assignment
      includes all interest and principal received by the Depositor and any Servicer
      on or with respect to the Mortgage Loans (other than payments of principal
      and
      interest due on such Mortgage Loans on or before the Cut-off Date). A copy
      of
      the Mortgage Loan Purchase Agreement is attached hereto as Exhibit
      F.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with the related Custodian pursuant to the related Custodial
      Agreement the documents with respect to each Mortgage Loan as described under
      Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In
      connection with such delivery and as further described in the Custodial
      Agreements, the Custodians will be required to review such Mortgage Loan
      Documents and deliver to the Trustee, the Depositor, the Servicers, the Sponsor
      and the Certificate Insurer certifications (in the forms attached to the
      Custodial Agreements) with respect to such review with exceptions noted thereon.
      In addition, under the Custodial Agreements if a Custodian discovers a defect
      with respect to any Mortgage Loan Document, such Custodian will give written
      specification of such defect to the Master Servicer, the Depositor, the
      Servicer, the Trustee and the Certificate Insurer. Upon receipt of such notice,
      the Depositor or the Trustee will provide notice to the Sponsor of such defect
      and the Sponsor shall either cure such defect or repurchase or substitute the
      related Mortgage Loan in accordance with the provisions of the Mortgage Loan
      Purchase Agreement.

     

    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 Section 4.11, and preparation
      and delivery of the certifications shall be performed by the Custodians pursuant
      to the terms and conditions of the Custodial Agreements.

     

    The
      Depositor shall deliver or cause the related originator to deliver to the
      related Servicer copies of all trailing documents required to be included in
      the
      Mortgage File at the same time the originals or certified copies thereof are
      delivered to the Trustee or Custodians, 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 custodian
      fees
      or other costs incurred in obtaining such documents and the Depositor shall
      cause the Servicers to be reimbursed for any such costs the related Servicer
      may
      incur in connection with performing its obligations under this
      Agreement.

     


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    


    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 or 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) or
      a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by
      definition as set forth herein and referred to in the Mortgage Loan Purchase
      Agreement, are required to conform to, among other representations and
      warranties, the representation and warranty of the Sponsor that no Qualified
      Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or 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) or
      a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004). 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) or a “high risk
      home loan” under the Illinois High Risk Home Loan Act, effective as of January
      1, 2004.

     

    SECTION
      2.02. Acceptance
      of REMIC I by Trustee.

     

    The
      Trustee acknowledges receipt, subject to the provisions of Section 2.01 hereof
      and Section 2 of the related Custodial Agreement, of the Mortgage Loan Documents
      and all other assets included in the definition of “REMIC I” under clauses (i),
      (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution
      Account) and declares that it holds (or the applicable 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 applicable
      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 and the Certificate
      Insurer.

     

     


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     

    (a) Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of a breach by the Sponsor of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan that materially and adversely affects the value
      of such Mortgage Loan or the interest therein of the Certificateholders and
      the
      Certificate Insurer, the Trustee shall promptly notify the Sponsor and the
      related Servicer of such defect, missing document or breach and request that
      the
      Sponsor deliver such missing document, cure such defect or breach within sixty
      (60) days from the date the Sponsor was notified of such missing document,
      defect or breach, and if the Sponsor does not deliver such missing document
      or
      cure such defect or breach in all material respects during such period, the
      Trustee shall enforce the obligations of the Sponsor under the Mortgage Loan
      Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase
      Price within ninety (90) days after the date on which the Sponsor was notified
      of such missing document, defect or breach, if and to the extent that the
      Sponsor is obligated to do so under the Mortgage Loan Purchase Agreement. The
      Purchase Price for the repurchased Mortgage Loan shall be remitted to the
      related Servicer for deposit in the related Collection Account and the Trustee,
      upon receipt of written certification from the related Servicer of such deposit,
      shall release or cause the applicable Custodian (upon receipt of a request
      for
      release in the form attached to the related Custodial Agreement) to release
      to
      the Sponsor the related Mortgage File and the Trustee shall execute and deliver
      such instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Sponsor shall furnish to it and as shall
      be
      necessary to vest in the Sponsor any Mortgage Loan released pursuant hereto,
      and
      the Trustee shall not have any further responsibility with regard to such
      Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above,
      if so provided in the Mortgage Loan Purchase Agreement, the Sponsor may cause
      such Mortgage Loan to be removed from REMIC I (in which case it shall become
      a
      Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
      Loans in the manner and subject to the limitations set forth in Section 2.03(b).
      It is understood and agreed that the obligation of the Sponsor to cure or to
      repurchase (or to substitute for) any Mortgage Loan as to which a document
      is
      missing, a material defect in a constituent document exists or as to which
      such
      a breach has occurred and is continuing shall constitute the sole remedy
      respecting such omission, defect or breach available to the Trustee, the
      Certificateholders and the Certificate Insurer. 

     

    In
      addition, promptly upon the earlier of discovery by a Servicer or receipt of
      notice by a Servicer of the breach of the representation or covenant of the
      Sponsor set forth in Section 5(xii) of the Mortgage Loan Purchase Agreement
      which materially and adversely affects the interests of the Holders of the
      Class
      P Certificates in any Prepayment Charge, the related Servicer shall promptly
      notify the Sponsor and the Trustee of such breach. The Trustee shall enforce
      the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to remedy
      such breach to the extent and in the manner set forth in the Mortgage Loan
      Purchase Agreement.

     

    (b) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the date which is
      two
      years after the Startup Day for REMIC I.

     


    
      
        
        

      

      
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    As
      to any
      Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the applicable Custodian on behalf of the Trustee,
      for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
      Mortgage, the Assignment to the Trustee, and such other documents and
      agreements, with all necessary endorsements thereon, as are required by Section
      2 of the related Custodial Agreement, as applicable, together with an Officers’
Certificate providing that each such Qualified Substitute Mortgage Loan
      satisfies the definition thereof and specifying the Substitution Shortfall
      Amount (as described below), if any, in connection with such substitution.
      The
      applicable Custodian on behalf of the Trustee shall acknowledge receipt of
      such
      Qualified Substitute Mortgage Loan or Loans and, within ten (10) Business Days
      thereafter, review such documents and deliver to the Depositor, the Trustee
      and
      the related Servicer, with respect to such Qualified Substitute Mortgage Loan
      or
      Loans, an initial certification pursuant to the related Custodial Agreement,
      with any applicable exceptions noted thereon. Within one year of the date of
      substitution, the applicable Custodian on behalf of the Trustee shall deliver
      to
      the Depositor, the Trustee and the related Servicer a final certification
      pursuant to the related Custodial Agreement with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
      Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution are not part of REMIC I and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      reflect the Monthly Payment due on such Deleted Mortgage Loan on or before
      the
      Due Date in the month of substitution, and the Sponsor shall thereafter be
      entitled to retain all amounts subsequently received in respect of such Deleted
      Mortgage Loan. The Depositor shall give or cause to be given written notice
      to
      the Certificateholders and the Certificate Insurer that such substitution has
      taken place, shall amend the Mortgage Loan Schedule to reflect the removal
      of
      such Deleted Mortgage Loan from the terms of this Agreement and the substitution
      of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
      of
      such amended Mortgage Loan Schedule to the Trustee, the Certificate Insurer
      and
      the Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan
      or
      Loans shall constitute part of the Trust Fund and shall be subject in all
      respects to the terms of this Agreement and the Mortgage Loan Purchase
      Agreement, including all applicable representations and warranties thereof
      included herein or in the Mortgage Loan Purchase Agreement.

     

    For
      any
      month in which the Sponsor substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the related Servicer will
      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, 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 Net
      Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances
      (including Nonrecoverable P&I Advances and Nonrecoverable Servicing
      Advances) related thereto. On the date of such substitution, the Sponsor will
      deliver or cause to be delivered to the related Servicer for deposit in the
      related Collection Account an amount equal to the Substitution Shortfall Amount,
      if any, and the Trustee or the applicable Custodian on behalf of the Trustee,
      upon receipt of the related Qualified Substitute Mortgage Loan or Loans, upon
      receipt of a request for release in the form attached to the related Custodial
      Agreement and certification by the related Servicer of such deposit, shall
      release to the Sponsor the related Mortgage File or Files and the Trustee shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, representation or warranty, as the Sponsor shall deliver
      to it
      and as shall be necessary to vest therein any Deleted Mortgage Loan released
      pursuant hereto.

     


    
      
        
        

      

      
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    In
      addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
      and the Certificate Insurer an Opinion of Counsel to the effect that such
      substitution will not cause (a) any federal tax to be imposed on any Trust
      REMIC, including without limitation, any federal tax imposed on “prohibited
      transactions” under Section 860F(a)(1) of the Code or on “contributions after
      the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC
      to fail to qualify as a REMIC at any time that any Certificate is
      outstanding.

     

    (c) Upon
      discovery by the Depositor, the Sponsor, the related Servicer or the Trustee
      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
      within two (2) Business Days give written notice thereof to the other parties.
      In connection therewith, the Sponsor shall repurchase or substitute one or
      more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (90) days of the earlier of discovery or receipt of such notice with respect
      to
      such affected Mortgage Loan. Any such repurchase or substitution shall be made
      in the same manner as set forth in Section 2.03(a). 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.

     

    (d) With
      respect to a breach of the representations made pursuant to Section 5(xii)
      of
      the Mortgage Loan Purchase Agreement that materially and adversely affects
      the
      value of such Mortgage Loan or the interest therein of the Certificateholders
      and the Certificate Insurer, the Sponsor shall be required to take the actions
      set forth in this Section 2.03.

     

    (e) Within
      ninety (90) days of the earlier of discovery by a Servicer or receipt of notice
      by a Servicer of the breach of any representation, warranty or covenant of
      the
      related Servicer set forth in Section 2.05 which materially and adversely
      affects the interests of the Certificateholders and the Certificate Insurer
      in
      any Mortgage Loan or Prepayment Charge, such Servicer shall cure such breach
      in
      all material respects.

     

    SECTION
      2.04. Representations
      and Warranties of the Master Servicer.

     

    The
      Master Servicer hereby represents, warrants and covenants to the Servicers,
      the
      Depositor and the Trustee, for the benefit of each of the Trustee, the
      Certificate Insurer and the Certificateholders, that as of the Closing Date
      or
      as of such date specifically provided herein:

     

    (i) The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

    (ii) The
      Master Servicer has the full power and authority to conduct its business as
      presently conducted by it and to execute, deliver and perform, and to enter
      into
      and consummate, all transactions contemplated by this Agreement. The Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Master Servicer,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency, reorganization or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity;

     


    
      
        
        

      

      
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    (iii) The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master Servicer of any other of the transactions herein
      contemplated, and the fulfillment of or compliance with the terms hereof are
      in
      the ordinary course of business of the Master Servicer and will not (A) result
      in a breach of any term or provision of the charter and by-laws of the Master
      Servicer or (B) conflict with, result in a breach, violation or acceleration
      of,
      or result in a default under, the terms of any other material agreement or
      instrument to which the Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master Servicer is not a party
      to, bound by, or in breach or violation of any indenture or other agreement
      or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the Master
      Servicer’s knowledge, would in the future materially and adversely affect, (x)
      the ability of the Master Servicer to perform its obligations under this
      Agreement or (y) the business, operations, financial condition, properties
      or
      assets of the Master Servicer taken as a whole;

     

    (iv) The
      Master Servicer does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant made by it and contained
      in this Agreement;

     

    (v) No
      litigation is pending against the Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer to perform any of its other obligations
      hereunder in accordance with the terms hereof;

     

    (vi) There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement;

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation by it of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations or orders, if any, that have been
      obtained prior to the Closing Date; and

     


    
      
        
        

      

      
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    (viii) There
      are
      no affiliations, relationships or transactions relating to the Master Servicer
      of a type that are described under Item 1119 of Regulation AB with DBNTC, the
      Depositor, the Sponsor, the Servicers, the Credit Risk Manager, the Swap
      Provider, the Cap Counterparty, the Certificate Insurer or the
      Trustee.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.04 shall survive the resignation or termination of
      the
      parties hereto and the termination of this Agreement and shall inure to the
      benefit of the Trustee, the Depositor, the Certificate Insurer and the
      Certificateholders.

     

    SECTION
      2.05. Representations,
      Warranties and Covenants of the Servicers.

     

    (a) Ocwen
      hereby represents, warrants and covenants to the Master Servicer, the Securities
      Administrator, the Depositor and the Trustee, for the benefit of each of such
      Persons, the Certificate Insurer and the Certificateholders that as of the
      Closing Date or as of such date specifically provided herein:

     

    (i) Ocwen
      is
      a limited liability company duly organized and validly existing under the laws
      of the jurisdiction of its formation, and is duly authorized and qualified
      to
      transact any and all business contemplated by this Agreement to be conducted
      by
      Ocwen 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 and to service
      the
      Mortgage Loans in accordance with the terms of this Agreement;

     

    (ii) Ocwen
      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. Ocwen 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 Ocwen, 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 Ocwen, the servicing of the Mortgage
      Loans by Ocwen hereunder, the consummation by Ocwen of any other of the
      transactions herein contemplated, and the fulfillment of or compliance with
      the
      terms hereof are in the ordinary course of business of Ocwen and will not (A)
      result in a breach of any term or provision of Ocwen’s formation documents 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 Ocwen is a party or by which it may be bound, or any statute, order or
      regulation applicable to Ocwen of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over Ocwen; and Ocwen 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
      Ocwen's knowledge, would in the future materially and adversely affect, (x)
      the
      ability of Ocwen to perform its obligations under this Agreement, (y) the
      business, operations, financial condition, properties or assets of Ocwen taken
      as a whole or (z) the legality, validity or enforceability of this
      Agreement;

     


    
      
        
        

      

      
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    (iv) Ocwen
      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 Ocwen that would materially and adversely affect
      the execution, delivery or enforceability of this Agreement or the ability
      of
      Ocwen to service the Mortgage Loans or 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, Ocwen
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the consummation of the
      transactions contemplated by this Agreement or (C) that might prohibit or
      materially and adversely affect the performance by Ocwen of its obligations
      under, or the validity or enforceability of, this Agreement;

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by Ocwen of, or
      compliance by Ocwen 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;

     

    (viii) Ocwen
      has
      fully furnished and will continue to fully furnish, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information (e.g., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian and Trans Union Credit Information Company or their successors
      on a monthly basis; 

     

    (ix) 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
      Mortgage Loans that are registered with MERS; and 

     

    (x) Ocwen
      will not waive any Prepayment Charge other than in accordance with the standard
      set forth in Section 3.01.

     

    (b) GMAC
      hereby represents, warrants and covenants to the Master Servicer, the Securities
      Administrator, the Depositor and the Trustee, for the benefit of each of such
      Persons, the Certificate Insurer and the Certificateholders that as of the
      Closing Date or as of such date specifically provided herein:

     


    
      
        
        

      

      
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    (i) GMAC
      is a
      limited liability company duly organized and validly existing under the laws
      of
      the jurisdiction of its formation, and is duly authorized and qualified to
      transact any and all business contemplated by this Agreement to be conducted
      by
      GMAC 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 and to service
      the
      Mortgage Loans in accordance with the terms of this Agreement;

     

    (ii) GMAC
      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. GMAC 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 GMAC, 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 GMAC, the servicing of the Mortgage
      Loans by GMAC hereunder, the consummation by GMAC of any other of the
      transactions herein contemplated, and the fulfillment of or compliance with
      the
      terms hereof are in the ordinary course of business of GMAC and will not (A)
      result in a breach of any term or provision of GMAC’s formation documents 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
      GMAC is a party or by which it may be bound, or any statute, order or regulation
      applicable to GMAC of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over GMAC; and GMAC 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 GMAC's
      knowledge, would in the future materially and adversely affect, (x) the ability
      of GMAC to perform its obligations under this Agreement, (y) the business,
      operations, financial condition, properties or assets of GMAC taken as a whole
      or (z) the legality, validity or enforceability of this Agreement;

     

    (iv) GMAC
      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 GMAC that would materially and adversely affect
      the execution, delivery or enforceability of this Agreement or the ability
      of
      GMAC to service the Mortgage Loans or to perform any of its other obligations
      hereunder in accordance with the terms hereof;

     


    
      
        
        

      

      
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    (vi) There
      are
      no actions or proceedings against, or investigations known to it of, GMAC before
      any court, administrative or other tribunal (A) that might prohibit its entering
      into this Agreement, (B) seeking to prevent the consummation of the transactions
      contemplated by this Agreement or (C) that might prohibit or materially and
      adversely affect the performance by GMAC of its obligations under, or the
      validity or enforceability of, this Agreement;

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by GMAC of, or
      compliance by GMAC 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;

     

    (viii) GMAC
      has
      fully furnished and will continue to fully furnish, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information (e.g., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian and Trans Union Credit Information Company or their successors
      on a monthly basis; 

     

    (ix) GMAC
      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
      Mortgage Loans that are registered with MERS; and 

     

    (x) GMAC
      will
      not waive any Prepayment Charge other than in accordance with the standard
      set
      forth in Section 3.01.

     

    (c) Notwithstanding
      anything to the contrary contained in this Agreement, if the covenant of the
      related Servicer set forth in Section 2.05(a)(x) or 2.05(b)(x) above is
      breached, the related Servicer will pay the amount of such waived Prepayment
      Charge, from its own funds without any right of reimbursement, for the benefit
      of the Holders of the Class P Certificates, by depositing such amount into
      the
      Collection Account within 90 days of the earlier of discovery by the related
      Servicer or receipt of notice by the related Servicer of such breach; provided,
      however, the Servicers shall not have any obligation to pay the amount of any
      uncollected Prepayment Charge under this Section 2.05 if the related Servicer
      did not have a copy of the related Mortgage Note, such Servicer requested a
      copy
      of the same from the related Custodian in accordance with the terms of the
      related Custodial Agreement and such Custodian failed to provide such copy
      within the time frame set forth in the related Custodial Agreement. Furthermore,
      notwithstanding any other provisions of this Agreement, any payments made by
      the
      Servicers in respect of any waived Prepayment Charges pursuant to this paragraph
      shall be deemed to be paid outside of the Trust Fund. 

     

    (d) It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the
      parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the related Custodian and shall inure to the benefit of the
      Trustee, the Master Servicer, the Securities Administrator, the Servicers,
      the
      Depositor, the Certificate Insurer and the Certificateholders. Upon discovery
      by
      any such Person or the Servicer of a breach of any of the foregoing
      representations, warranties and covenants which materially and adversely affects
      the value of any Mortgage Loan, Prepayment Charge or the interests therein
      of
      the Certificateholders and the Certificate Insurer, the party discovering such
      breach shall give prompt written notice (but in no event later than two (2)
      Business Days following such discovery) to the Trustee. 

     

     


    
      
        
        

      

      
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    SECTION
      2.06. Issuance
      of the REMIC I Regular Interests and the Class R-I Interest.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the applicable Custodian on its behalf of the Mortgage Loan Documents,
      subject to the provisions of Section 2.01 and Section 2.02 hereof and Section
      2
      of the related Custodial Agreement, 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; Acceptance of REMIC II and REMIC III by the
      Trustee.

     

    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. 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, respectively, and all ownership interests
      evidenced or constituted by the Class R-III Interest and the Regular
      Certificates, shall be as set forth in this Agreement. The Class R-III Interest
      and the Regular Certificates shall constitute the entire beneficial ownership
      interest in REMIC III.

     

     


    
      
        
        

      

      
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    SECTION
      2.08. Issuance
      of the Residual Certificates.

     

    The
      Trustee acknowledges the assignment to it of the REMIC I 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 and authenticated and the Trustee has delivered
      to or
      upon the order of the Depositor, the Class R Certificates in authorized
      denominations. The Class R Certificates evidence ownership in the Class R-I
      Interest, the Class R-II Interest and the Class R-III Interest.

     

    SECTION
      2.09. Establishment
      of the 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 “ACE Securities Corp., Home Equity Loan Trust, Series
      2007-SL2” 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 the 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
      (or those ancillary thereto) 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 and
      the Certificate Insurer.

     

     


    
      
        
        

      

      
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    SECTION
      2.11. Representations
      and Warranties of the Trustee.

     

    The
      Trustee hereby represents and warrants to the Sponsor and the Depositor, for
      the
      benefit of each of the Certificateholders and the Certificate Insurer, that
      as
      of the Closing Date:

     

    (a) There
      are
      no affiliations relating to the Trustee of a type that are described under
      Item
      1119(a) of Regulation AB; and

     

    (b) There
      are
      no legal proceedings pending or contemplated, including legal proceedings
      pending or contemplated by governmental authorities, against the Trustee that
      could be material to the Certificateholders.

     


    
      
        
        

      

      
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    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01. The
      Servicers to Act as Servicer.

     

    The
      obligations of each of Ocwen and GMAC hereunder to service and administer the
      Mortgage Loans shall be limited to the Ocwen Mortgage Loans and the GMAC
      Mortgage Loans, respectively, and with respect to the duties and obligations
      of
      each Servicer references herein to the related Mortgage Loans shall be limited
      to the Ocwen Mortgage Loans (and the related proceeds thereof and related REO
      Properties) in the case of Ocwen, and the GMAC Mortgage Loans (and the related
      proceeds thereof and related REO Properties) in the case of GMAC, and in no
      event shall either Servicer have any responsibility or liability with respect
      to
      any Mortgage Loans serviced by the other Servicer hereunder. Except as otherwise
      expressly stated herein, references in this Article III to “Servicer” shall
      refer to Ocwen or GMAC, as the case may be, and any successor thereto as a
      Servicer. 

     

    From
      and
      after the Closing Date, Ocwen and GMAC shall service and administer the related
      Mortgage Loans on behalf of the Trust Fund and in the best interests of and
      for
      the benefit of the Certificateholders and the Certificate Insurer (as determined
      by the related Servicer in its reasonable judgment) in accordance with the
      terms
      of this Agreement and the respective Mortgage Loans and all applicable law
      and
      regulations and, to the extent consistent with such terms, in the same manner
      in
      which it services and administers similar mortgage loans for its own portfolio,
      giving due consideration to customary and usual standards of practice of prudent
      mortgage lenders and loan servicers administering similar mortgage loans but
      without regard to:

     

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

     

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

     

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

     

    (iv) the
      related Servicer’s right to receive compensation for its services
      hereunder.

     

    To
      the
      extent consistent with the foregoing, the Servicers shall also seek to maximize
      the timely and complete recovery of principal and interest on the related
      Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment
      Charge only under the following circumstances: (i) such waiver is standard
      and
      customary in servicing similar Mortgage Loans and 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,
      (ii) such Prepayment Charge is unenforceable in accordance with applicable
      law
      or the collection of such related Prepayment Charge would otherwise violate
      applicable law or (iii) the collection of such Prepayment Charge would be
      considered “predatory” pursuant to written guidance published or issued by any
      applicable federal, state or local regulatory authority acting in its official
      capacity and having jurisdiction over such matters. In addition, the Servicers
      shall not impose a Prepayment Charge in any instance when the related Mortgage
      Loan is accelerated or where the Mortgagor has made a Principal Prepayment
      in
      full in connection with the workout of a delinquent Mortgage Loan or due to
      a
      default by the Mortgagor. Notwithstanding any provision in this Agreement to
      the
      contrary, in the event the Prepayment Charge payable under the terms of the
      Mortgage Note is less than the amount of the Prepayment Charge set forth in
      the
      Prepayment Charge Schedule or other information provided to the related
      Servicer, neither the related Servicer nor the Master Servicer shall have any
      liability or obligation with respect to such difference (including any
      obligation to recalculate any Prepayment Charges), and in addition shall not
      have any liability or obligation to pay the amount of any uncollected Prepayment
      Charge if the failure to collect such amount is the direct result of inaccurate
      or incomplete information on the Prepayment Charge Schedule.

     


    
      
        
        

      

      
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    In
      the
      event any Servicer waives a Prepayment Charge in connection with clauses (ii)
      or
      (iii) of the preceding paragraph, the related Servicer shall provide a written
      explanation of such Servicer’s determination to the Master Servicer, and the
      Master Servicer shall provide a copy of such writing to the Sponsor and the
      Depositor. 

     

    Subject
      only to the above-described servicing standards (the “Accepted Servicing
      Practices”) and the terms of this Agreement and of the related Mortgage Loans,
      each Servicer shall have full power and authority, to do or cause to be done
      any
      and all things in connection with such servicing and administration which it
      may
      deem necessary or desirable with the goal of maximizing proceeds of the related
      Mortgage Loan. Without limiting the generality of the foregoing, each Servicer
      in its own name is hereby authorized and empowered by the Trustee when the
      related Servicer believes it appropriate in its best judgment, to execute and
      deliver, on behalf of the Trust Fund, the Certificateholders, the Certificate
      Insurer and the Trustee or any of them, and upon written notice to the Trustee,
      any and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge or subordination, and all other comparable instruments,
      with respect to the related Mortgage Loans and the related Mortgaged Properties
      and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure
      so as to convert the ownership of such properties, and to hold or cause to
      be
      held title to such properties, on behalf of the Trustee, for the benefit of
      the
      Trust Fund and the Certificateholders and the Certificate Insurer. The Servicers
      shall service and administer the related Mortgage Loans in accordance with
      applicable state and federal law and shall provide to the Mortgagors any reports
      required to be provided to them thereby. The Servicers shall also comply in
      the
      performance of this Agreement with all reasonable rules and requirements of
      each
      insurer under any standard hazard insurance policy. Subject to Section 3.14,
      the
      Trustee shall execute, at the written request of any Servicer, and furnish
      to
      the related Servicer a power of attorney in the form of Exhibit D hereto and
      other documents necessary or appropriate to enable the related Servicer to
      carry
      out its servicing and administrative duties hereunder and furnished to the
      Trustee by the related Servicer, and the Trustee shall not be liable for the
      actions of the related Servicer under such powers of attorney and shall be
      indemnified by such Servicer for any cost, liability or expense incurred by
      the
      Trustee in connection with the related Servicer’s use or misuse of any such
      power of attorney.

     


    
      
        
        

      

      
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    Each
      Servicer is hereby authorized and empowered in its own name or in the name
      of
      the Sub-Servicer engaged by such Servicer, when the related Servicer or the
      Sub-Servicer, as the case may be, believes it is appropriate in accordance
      with
      Accepted Servicing Practices to register any Mortgage Loan on the MERS® System,
      or cause the removal from the registration of any Mortgage Loan on the MERS®
System, to execute and deliver, on behalf of the Trustee, the
      Certificateholders, the Certificate Insurer or any of them, any and all
      instruments of assignment and other comparable instruments with respect to
      such
      assignment or re-recording of a Mortgage in the name of MERS, solely as nominee
      for the Trustee and its successors and assigns. Any reasonable out-of-pocket
      expenses incurred in connection with the actions described in the preceding
      sentence or as a result of MERS discontinuing or becoming unable to continue
      operations in connection with the MERS® System, shall be reimbursable by the
      Trust Fund to the related Servicer.

     

    In
      accordance with Accepted Servicing Practices, each Servicer shall make or cause
      to be made Servicing Advances as necessary for the purpose of effecting the
      payment of taxes and assessments on the related Mortgaged Properties (to the
      extent the related Servicer has been notified that such taxes or assessments
      have not been paid by the related Mortgagor, owner or servicer of the related
      First Mortgage Loan), which Servicing Advances shall be reimbursable in the
      first instance from related collections from the related Mortgagors pursuant
      to
      Section 3.07, and further as provided in Section 3.09; provided,
      however, the Servicers shall only make such Servicing Advance if the related
      Mortgagor has not made such payment and if the failure to make such Servicing
      Advance would result in the loss of the related Mortgaged Property due to a
      tax
      sale or foreclosure as result of a tax lien; provided, however, that the
      Servicers shall be required to make such Servicing Advances only to the extent
      that such Servicing Advances, in the good faith judgment of the related
      Servicer, will be recoverable by such Servicer out of Insurance Proceeds,
      Liquidation Proceeds, or otherwise out of the proceeds of the related Mortgage
      Loan. Any cost incurred by the Servicers in effecting the payment of taxes
      and
      assessments on a Mortgaged Property shall not, for the purpose of calculating
      the Scheduled Principal Balance of such Mortgage Loan or distributions to
      Certificateholders, be added to the unpaid principal balance of the related
      Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
      The parties to this Agreement acknowledge that Servicing Advances shall be
      reimbursable pursuant to Section 3.09 of this Agreement, and agree that no
      Servicing Advance shall be rejected or disallowed by any party unless it has
      been shown that such Servicing Advance was not made in accordance with the
      terms
      of this Agreement.
      Notwithstanding the foregoing, the parties understand and agree that, with
      respect to any Mortgage Loan (1) the Master Servicer shall not approve the
      reimbursement of any Servicing Advance made with respect to such Mortgage Loan
      prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until
      it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off
      Date Advances made in respect of such Mortgage Loan from (a) the related
      Servicer with respect to any Mortgage Loans that were transferred to such
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to the Servicers after the Cut-off Date,
      as
      applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder
      with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off
      Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule
      delivered to the Master Servicer, (3) the Depositor shall be deemed to have
      agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing
      Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer
      will have no liability to the Depositor, the Servicer or any other Person,
      including any Certificateholder, for approving reimbursement of related
      Pre-Cut-off Date Advances so long as the aggregate amount of such advances
      reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances
      for such Mortgage Loan shown on the Servicing Advance Schedule.

     


    
      
        
        

      

      
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    The
      Servicers, in such capacity, may consent to the refinancing of a First Mortgage
      Loan on a Mortgaged Property, provided that the following requirements are
      met:

     

    (i) the
      resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than
      the Combined Loan-to-Value Ratio prior to such refinancing; 

     

    (ii) the
      interest rate for the loan evidencing the refinanced First Mortgage Loan is
      no
      more than 2.0% higher than the interest rate on the loan evidencing the existing
      First Mortgage Loan immediately prior to the date of such refinancing;
      and

     

    (iii) the
      mortgage loan evidencing the refinanced First Mortgage Loan is not subject
      to
      negative amortization.

     

    Each
      Servicer shall inspect the Mortgaged Properties related to Mortgage Loans
      serviced by such Servicer as often as deemed necessary by the related Servicer
      in the related Servicer’s sole discretion, to assure itself that the value of
      such Mortgaged Property is being preserved. In addition, if any Mortgage Loan
      is
      more than 60 days delinquent, the Servicer shall conduct subsequent inspections
      in accordance with Accepted Servicing Practices. Each Servicer shall keep a
      written or electronic report of each such inspection.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicers may not make any
      future advances with respect to a Mortgage Loan and the Servicers shall not
      permit any modification with respect to any related Mortgage Loan that would
      change the Mortgage Rate, reduce or increase the principal balance (except
      for
      reductions resulting from actual payments of principal) or change the final
      maturity date on such related Mortgage Loan (unless, as provided in Section
      3.06, the related Mortgagor is in default with respect to the related Mortgage
      Loan or such default is, in the judgment of the Servicer, reasonably
      foreseeable) or any modification, waiver or amendment of any term of any related
      Mortgage Loan that would both (A) effect an exchange or reissuance of such
      Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed
      Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC
      created hereunder to fail to qualify as a REMIC under the Code or the imposition
      of any tax on “prohibited transactions” or “contributions after the startup
      date” under the REMIC Provisions.

     

    In
      the
      event that the Mortgage Loan Documents relating to a Mortgage Loan contain
      provisions requiring the related Mortgagor to arbitrate disputes (at the option
      of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the
      related Servicer to waive the Trustee’s right or option to arbitrate disputes
      and to send written notice of such waiver to the Mortgagor, although the
      Mortgagor may still require arbitration at its option.

     


    
      
        
        

      

      
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    From
      and
      after the Closing Date, each Servicer will fully furnish, in accordance with
      the
      Fair Credit Reporting Act and its implementing regulations, accurate and
      complete information (e.g., favorable and unfavorable) on its borrower credit
      files to Equifax, Experian and Trans Union Credit Information Company or their
      successors on a monthly basis.

     

    SECTION
      3.02. Sub-Servicing
      Agreements Between a Servicer and Sub-Servicers.

     

    (a) Each
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-Servicer
      pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing 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 Sub-Servicer to comply with the provisions of this Agreement
      (including, without limitation, to provide the information required to be
      delivered under Sections 3.17, 3.18 and 3.20 hereof), to the same extent as
      if
      such Sub-Servicer were the related Servicer. Each Servicer shall be responsible
      for obtaining from each Sub-Servicer engaged by such Servicer and delivering
      to
      the Master Servicer any annual statement of compliance, assessment of
      compliance, attestation report and Sarbanes-Oxley Act related certification
      as
      and when required to be delivered. Each Sub-Servicer 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 Sub-Servicer to perform its obligations hereunder and under the
      Sub-Servicing Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage
      servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any
      of
      the provisions of this Agreement relating to agreements or arrangements between
      any Servicer or a Sub-Servicer or reference to actions taken through the related
      Servicer or otherwise, the related Servicer shall remain obligated and liable
      to
      the Depositor, the Trustee, the Certificateholders and the Certificate Insurer
      for the servicing and administration of the related Mortgage Loans in accordance
      with the provisions of this Agreement without diminution of such obligation
      or
      liability by virtue of such Sub-Servicing Agreements or arrangements or by
      virtue of indemnification from the Sub-Servicer and to the same extent and
      under
      the same terms and conditions as if the related Servicer alone were servicing
      and administering the related Mortgage Loans. Every Sub-Servicing Agreement
      entered into by a Servicer shall contain a provision giving the successor
      servicer the option to terminate such agreement in the event a successor
      servicer is appointed. All actions of each Sub-Servicer performed pursuant
      to
      the related Sub-Servicing Agreement shall be performed as an agent of the
      related Servicer with the same force and effect as if performed directly by
      the
      related Servicer.

     

    (b) Notwithstanding
      the foregoing, the Servicers shall be entitled to outsource one or more separate
      servicing functions to a Subcontractor that does not meet the eligibility
      requirements for a Sub-Servicer, so long as such outsourcing does not constitute
      the delegation of the related 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, the Trustee and the Depositor a written description (in form
      and substance satisfactory to the Master Servicer, the Trustee and the
      Depositor) of the role and function of each Subcontractor utilized by such
      Servicer, specifying (i) the identity of each such Subcontractor “participating
      in the servicing function” within the meaning of Item 1122 of Regulation AB, and
      (ii) which elements of the Servicing Criteria will be addressed in assessments
      of compliance provided by each Subcontractor identified pursuant to clause
      (i)
      of this subsection; provided, however, that the related Servicer shall not
      be
      required to provide the information in clauses (i) or (ii) of this subsection
      until such time that the applicable assessment of compliance is due pursuant
      to
      Section 3.18 of this Agreement. The use by a Servicer of any such Subcontractor
      shall not release the related Servicer from any of its obligations hereunder
      and
      such Servicer shall remain responsible hereunder for all acts and omissions
      of
      such Subcontractor as fully as if such acts and omissions were those of the
      related Servicer, and the related Servicer shall pay all fees and expenses
      of
      the Subcontractor from such Servicer’s own funds.

     


    
      
        
        

      

      
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    (c) As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicers shall cause any such Subcontractor used by such
      Servicer for the benefit of the Master Servicer and the Depositor to comply
      with
      the provisions of Sections 3.18 and 3.20 of this Agreement to the same extent
      as
      if such Subcontractor were the related Servicer. The Servicers shall be
      responsible for obtaining from each such Subcontractor and delivering to the
      Master Servicer, the Trustee and any Depositor any assessment of compliance,
      attestation report and Sarbanes-Oxley Act related certification required to
      be
      delivered by such Subcontractor under Sections 3.18 and 3.20, in each case
      as
      and when required to be delivered.

     

    (d) For
      purposes of this Agreement, the related Servicer shall be deemed to have
      received any collections, recoveries or payments with respect to the related
      Mortgage Loans that are received by a Sub-Servicer regardless of whether such
      payments are remitted by the Sub-Servicer to such Servicer.

     

    SECTION
      3.03. Successor
      Sub-Servicers.

     

    Any
      Sub-Servicing Agreement shall provide that the related Servicer shall be
      entitled to terminate any Sub-Servicing Agreement and to either itself directly
      service the related Mortgage Loans or enter into a Sub-Servicing Agreement
      with
      a successor Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing
      Agreement shall include the provision that such agreement may be immediately
      terminated as soon as is reasonably possible by any successor to the related
      Servicer without fee or, in the event a termination fee exists, such fee shall
      be payable by the Servicer from its own funds without reimbursement therefor,
      in
      accordance with the terms of this Agreement, in the event that the related
      Servicer (or any successor to such Servicer) shall, for any reason, no longer
      be
      the Servicer of the related Mortgage Loans (including termination due to a
      Servicer Event of Default). Each Servicer shall be entitled to enter into an
      agreement with its Sub-Servicer and Subcontractor for indemnification of the
      related Servicer or Subcontractor, as applicable, by such Sub-Servicer and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification.

     

     


    
      
        
        

      

      
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    SECTION
      3.04. No
      Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee, the
      Certificate Insurer or the Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or the Subcontractor, as applicable,
      shall be deemed to be between the Sub-Servicer or Subcontractor, as applicable,
      and the related Servicer alone and the Master Servicer, Trustee, the Certificate
      Insurer and the Certificateholders shall not be deemed parties thereto and
      shall
      have no claims, rights, obligations, duties or liabilities with respect to
      any
      Sub-Servicer or the Subcontractor except as set forth in Section
      3.05.

     

    SECTION
      3.05. Assumption
      or Termination of Sub-Servicing Agreement by Successor Servicer.

     

    In
      connection with the assumption of the responsibilities, duties and liabilities
      and of the authority, power and rights of the Servicer hereunder by a successor
      servicer pursuant to Section 8.02, it is understood and agreed that the
      Servicer’s rights and obligations under any Sub-Servicing Agreement then in
      force between the Servicer and a Sub-Servicer shall be assumed simultaneously
      by
      such successor servicer without act or deed on the part of such successor
      servicer; provided, however, that any successor servicer may terminate the
      Sub-Servicer.

     

    The
      Servicer shall, upon the reasonable request of the Master Servicer, but at
      its
      own expense, deliver to the assuming party documents and records relating to
      each Sub-Servicing Agreement and an accounting of amounts collected and held
      by
      it and otherwise use its best efforts to effect the orderly and efficient
      transfer of the Sub-Servicing Agreements to the assuming party.

     

    The
      Servicing Fee payable to any such successor servicer shall be payable from
      payments received on the Mortgage Loans in the amount and in the manner set
      forth in this Agreement.

     

    SECTION
      3.06. Collection
      of Certain Mortgage Loan Payments.

     

    Each
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, a Servicer may in its discretion (i) waive any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder and provided, further, that any such
      waiver, modification, postponement or indulgence granted to a Mortgagor by
      a
      Servicer in connection with its servicing of the related First Mortgage Loan
      shall not be considered relevant to a determination of whether such Servicer
      has
      acted consistently with the terms and standards of this Agreement, so long
      as in
      the related Servicer’s determination such action is not materially adverse to
      the interests of the Certificateholders and the Certificate Insurer.
      Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
      or, in the judgment of the related Servicer, such default is reasonably
      foreseeable, the related Servicer, consistent with Accepted Servicing Practices
      may waive, modify or vary any term of such Mortgage Loan subject to certain
      limitations, including, but not limited to, the following: any amounts added
      to
      the principal balance of the Mortgage Loan, or capitalized amounts added to
      the
      Mortgage Loan, will be required to be fully amortized over the remaining term,
      or the extended term, of the Mortgage Loan; all capitalizations are to be
      implemented in accordance with such Servicer’s standards and may be implemented
      only by such Servicer for that purpose; the final maturity of any Mortgage
      Loan
      will not be extended beyond the Assumed Final Distribution Date; and no
      servicing modification with respect to a Mortgage Loan will have the effect
      of
      reducing the Mortgage Rate below one-half of the Mortgage Rate as in effect
      on
      the Cut-off Date or the Servicing Fee Rate, whichever is greater. The related
      Servicer shall not be required to institute or join in litigation with respect
      to collection of any payment (whether under a Mortgage, Mortgage Note or
      otherwise or against any public or governmental authority with respect to a
      taking or condemnation) if it reasonably believes that enforcing the provision
      of the Mortgage or other instrument pursuant to which such payment is required
      is prohibited by applicable law.

     

     


    
      
        
        

      

      
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    SECTION
      3.07. Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.

     

    In
      connection with an Escrow Mortgage Loan or a Mortgage Loan that in accordance
      with Accepted Servicing Practices becomes an Escrow Mortgage Loan, the each
      Servicer shall establish and maintain one or more accounts (the “Servicing
      Accounts”), into which all collections from the Mortgagors (or related advances
      from Sub-Servicers) for the payment of taxes, assessments, fire, flood, and
      hazard insurance premiums, and comparable items for the account of the
      Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing
      Accounts shall be Eligible Accounts. Each Servicer shall deposit in the clearing
      account in which it customarily deposits payments and collections on mortgage
      loans in connection with its mortgage loan servicing activities on a daily
      basis, and in no event more than one Business Day after the related Servicer’s
      receipt thereof, all Escrow Payments collected on account of the related
      Mortgage Loans and shall thereafter deposit such Escrow Payments in the
      Servicing Accounts, in no event later than the second Business Day after the
      deposit of good funds into the clearing account, and retain therein, all Escrow
      Payments collected on account of the Mortgage Loans, for the purpose of
      effecting the timely payment of any such items as required under the terms
      of
      this Agreement. Withdrawals of amounts from a Servicing Account may be made
      by a
      Servicer only to (i) effect timely payment of taxes, assessments, fire, flood,
      and hazard insurance premiums, and comparable items; (ii) reimburse itself
      out
      of related collections for any Servicing Advances made pursuant to Section
      3.01
      (with respect to taxes and assessments) and Section 3.11 (with respect to fire,
      flood and hazard insurance); (iii) refund to Mortgagors any sums as may be
      determined to be overages; (iv) for application to restore or repair the related
      Mortgaged Property in accordance with Section 3.11; (v) pay interest, if
      required and as described below, to Mortgagors on balances in the Servicing
      Account; or, only to the extent not required to be paid to the related
      Mortgagors, to pay itself interest on balances in the Servicing Account; or
      (vi)
      clear and terminate the Servicing Account at the termination of the related
      Servicer’s obligations and responsibilities in respect of the related Mortgage
      Loans under this Agreement in accordance with Article X. As part of its
      servicing duties, each Servicer shall pay to the Mortgagors interest on funds
      in
      Servicing Accounts, to the extent required by law and, to the extent that
      interest earned on funds in the Servicing Accounts is insufficient, to pay
      such
      interest from its own funds, without any reimbursement therefor. Notwithstanding
      the foregoing, the Servicers shall not be obligated to collect Escrow Payments
      if the related Mortgage Loan does not require such payments but the Servicer
      shall nevertheless be obligated to make Servicing Advances as provided in
      Section 3.01 and Section 3.11. In the event a Servicer shall deposit in the
      Servicing Accounts any amount not required to be deposited therein, it may
      at
      any time withdraw such amount from the Servicing Accounts, any provision to
      the
      contrary notwithstanding.

     


    
      
        
        

      

      
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    With
      respect to Escrow Mortgage Loans, the Servicers shall ascertain and estimate
      Escrow Payments and all other charges that will become due and payable with
      respect to the related Mortgage Loans and the Mortgaged Properties, to the
      end
      that the installments payable by the Mortgagors will be sufficient to pay such
      charges as and when they become due and payable. To the extent that a Mortgage
      does not provide for Escrow Payments, the Servicers (i) shall determine whether
      any such payments are made by the Mortgagor in a manner and at a time that
      is
      necessary to avoid the loss of the Mortgaged Property due to a tax sale or
      the
      foreclosure as a result of a tax lien and (ii) shall ensure that all insurance
      required to be maintained on the Mortgaged Property pursuant to this Agreement
      is maintained. If any such payment has not been made and the related Servicer
      receives notice of a tax lien with respect to the Mortgage Loan being imposed,
      such Servicer shall, promptly and to the extent required to avoid loss of the
      Mortgaged Property, advance or cause to be advanced funds necessary to discharge
      such lien on the Mortgaged Property unless the related Servicer determines
      the
      advance to be nonrecoverable. Each Servicer assumes full responsibility for
      the
      payment of all such bills and shall effect payments of all such bills
      irrespective of the Mortgagor’s faithful performance in the payment of same or
      the making of the Escrow Payments and shall make Servicing Advances to effect
      such payments subject to its determination of recoverability.

     

    SECTION
      3.08. Collection
      Accounts and Distribution Account.

     

    (a) On
      behalf
      of the Trust Fund, each Servicer shall establish and maintain one or more
“Collection Accounts”, held in trust for the benefit of the Trustee, the
      Certificateholders and the Certificate Insurer. On behalf of the Trust Fund,
      the
      Servicers shall deposit or cause to be deposited in the clearing account in
      which it customarily deposits payments and collections on mortgage loans in
      connection with its mortgage loan servicing activities on a daily basis, and
      in
      no event more than one Business Day after the related Servicer’s receipt
      thereof, and shall thereafter deposit in the related Collection Account, in
      no
      event later than two Business Days after the deposit of good funds into the
      clearing account, as and when received or as otherwise required hereunder,
      the
      following payments and collections received or made by it on or subsequent
      to
      the Cut-off Date other than amounts attributable to a Due Date on or prior
      to
      the Cut-off Date:

     

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

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each related Mortgage Loan;

     


    
      
        
        

      

      
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    (iii) all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property) and all Subsequent Recoveries with
      respect to the related Mortgage Loans;

     

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

     

    (v) any
      amounts required to be deposited by the related Servicer pursuant to the second
      paragraph of Section 3.11(a) in respect of any blanket policy
      deductibles;

     

    (vi) any
      Purchase Price or Substitution Shortfall Amount delivered to the related
      Servicer and all proceeds (net of amounts payable or reimbursable to the related
      Servicer, the Master Servicer, the Trustee, the Custodians or the Securities
      Administrator) of Mortgage Loans purchased in accordance with Section 2.03,
      Section 3.13 or Section 10.01; 

     

    (vii) any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the related Mortgage Loans or amounts required
      to
      be deposited by the Servicer in connection with a breach of its obligations
      under Section 2.05; and

     

    (viii) any
      amounts collected and required to be deposited in respect of primary mortgage
      insurance policies pursuant to Section 3.11(d).

     

    The
      foregoing requirements for deposit in the related Collection Account shall
      be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, Ancillary Income, Prepayment Interest Excess and payments
      in
      the nature of late payment charges, assumption fees or other similar fees need
      not be deposited by the related Servicer in the related Collection Account
      and
      may be retained by such Servicer as additional servicing compensation. In the
      event a Servicer shall deposit in the related Collection Account any amount
      not
      required to be deposited therein, it may at any time withdraw such amount from
      the related Collection Account, any provision herein to the contrary
      notwithstanding.

     

    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more Distribution Accounts, held in trust for the benefit of the Trustee,
      the
      Trust Fund, the Certificateholders and the Certificate Insurer. On behalf of
      the
      Trust Fund, the Servicers shall deliver to the Securities Administrator in
      immediately available funds for deposit in the Distribution Account on or before
      12:00 noon New York time on the Servicer Remittance Date, that portion of the
      Available Distribution Amount (calculated without regard to the references
      in
      clause (2) of the definition thereof to amounts that may be withdrawn from
      the
      Distribution Account) for the related Distribution Date then on deposit in
      the
      related Collection Account and the amount of all Prepayment Charges collected
      by
      the related Servicer in connection with the Principal Prepayment of any of
      the
      related Mortgage Loans then on deposit in the related Collection Account and
      the
      amount of any funds reimbursable to an Advance Financing Person pursuant to
      Section 3.26. If, after receipt of all amounts remitted by the Servicers on the
      related Servicer Remittance Date and any Net Swap Payments payable by the Swap
      Provider pursuant to the Swap Agreement, the Securities Administrator determines
      that there is a Deficiency Amount, then the Securities Administrator shall
      make
      a claim under the Insurance Policy at least two days prior to the related
      Distribution Date in accordance with Section 5.11 and the terms of the Insurance
      Policy. 

     


    
      
        
        

      

      
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    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date 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 the related 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 such Servicer Remittance Date
      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 the related Servicer of such interest, shall not be
      deemed an extension of time for payment or a waiver of any Event of Default
      by
      the related Servicer.

     

    (c) Funds
      in
      the Collection Accounts and funds in the Distribution Account may be invested
      in
      Permitted Investments in accordance with the provisions set forth in Section
      3.10. Each Servicer shall give notice to the Trustee, the Securities
      Administrator, the Master Servicer and the Certificate Insurer of the location
      of the related Collection Account when established and prior to any change
      thereof. The Securities Administrator shall give notice to the Servicers, the
      Depositor and the Certificate Insurer of the location of the Distribution
      Account when established and prior to any change thereof.

     

    (d) Funds
      held in the Collection Accounts at any time may be delivered by the related
      Servicer in immediately available funds to the Securities Administrator for
      deposit in the Distribution Account. In the event any Servicer shall deliver
      to
      the Securities Administrator for deposit in the Distribution Account any amount
      not required to be deposited therein, it may at any time request that the
      Securities Administrator withdraw such amount from the Distribution Account
      and
      remit to it any such amount, any provision herein to the contrary
      notwithstanding. In no event shall the Securities Administrator incur liability
      as a result of withdrawals from the Distribution Account at the direction of
      a
      Servicer in accordance with the immediately preceding sentence, so long as
      the
      Securities Administrator has complied with the provisions of Section 9.02 of
      this Agreement. In addition, each Servicer shall deliver to the Securities
      Administrator no later than the Servicer Remittance Date the amounts set forth
      in clauses (i) through (iv) below:

     

    (i) any
      P&I Advances, as required pursuant to Section 5.03;

     

    (ii) any
      amounts required to be deposited pursuant to Section 3.22(d) or 3.21(f) in
      connection with any related REO Property;

     

    (iii) any
      amounts to be paid in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section 10.01; and

     


    
      
        
        

      

      
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    (iv) any
      amounts required to be deposited pursuant to Section 3.23 in connection with
      any
      Prepayment Interest Shortfalls.

     

    SECTION
      3.09. Withdrawals
      from the Collection Accounts and Distribution Account.

     

    (a) Each
      Servicer shall, from time to time, make withdrawals from the related Collection
      Account for any of the following purposes or as described in Section
      5.03:

     

    (i) to
      remit
      to the Securities Administrator for deposit in the Distribution Account the
      amounts required to be so remitted pursuant to Section 3.08(b) or permitted
      to
      be so remitted pursuant to the first sentence of Section 3.08(d);

     

    (ii) subject
      to Section 3.13(c), to reimburse itself (including any successor servicer)
      for
      P&I Advances made by it, but only to the extent of amounts received which
      represent Late Collections (net of the related Servicing Fees) of Monthly
      Payments or rental and other income from the related REO Property on related
      Mortgage Loans with respect to which such P&I Advances were made in
      accordance with the provisions of Section 5.03;

     

    (iii) subject
      to Section 3.13(c), to pay itself any unpaid Servicing Fees and reimburse itself
      any unreimbursed Servicing Advances with respect to each related Mortgage Loan,
      but only to the extent of any Liquidation Proceeds and Insurance Proceeds
      received with respect to such related Mortgage Loan or rental or other income
      from the related REO Property;

     

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

     

    (v) to
      pay to
      itself or the Sponsor, as the case may be, with respect to each Mortgage Loan
      serviced by such Servicer that has previously been purchased or replaced
      pursuant to Section 2.03 or Section 3.13(c) all amounts received thereon not
      included in the Purchase Price or the Substitution Shortfall
      Amount;

     

    (vi) to
      reimburse itself (including any successor to such Servicer) for

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03 or Section
      3.13;

     

    (B) any
      unpaid Servicing Fees payable to the related Servicer to the extent not
      recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts
      received with respect to the related Mortgage Loan under Section 3.08(a)(iii);
      or

     


    
      
        
        

      

      
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    (C) any
      P&I Advance or Servicing Advance made with respect to a delinquent Mortgage
      Loan which Mortgage Loan has been modified by the related Servicer in accordance
      with the terms of this Agreement; provided that the related Servicer shall
      only
      reimburse itself for such P&I Advances and Servicing Advances at the time of
      such modification, or as otherwise provided in this Section 3.09;

     

    (vii) to
      reimburse itself or the Depositor for expenses incurred by or reimbursable
      to
      itself or the Depositor, as the case may be, pursuant to Section 3.01 or Section
      7.03;

     

    (viii) to
      reimburse itself or the Trustee, as the case may be, for expenses reasonably
      incurred in respect of the breach or defect giving rise to the purchase
      obligation under Section 2.03 of this Agreement that were included in the
      Purchase Price of the related Mortgage Loan, including any expenses arising
      out
      of the enforcement of the purchase obligation;

     

    (ix) to
      pay,
      or to reimburse itself for advances in respect of, expenses incurred in
      connection with any related Mortgage Loan pursuant to Section 3.13(b);


     

    (x) to
      pay to
      itself any Prepayment Interest Excess on the related Mortgage Loans to the
      extent not retained pursuant to Section 3.08(a)(ii);

     

    (xi) with
      respect to Ocwen, to reimburse itself for unreimbursed Servicing Advances made
      from its own funds or pursuant to Section 5.03(b) for any unreimbursed P&I
      Advances (made from its own funds) from Amounts Held for Future Distribution
      for
      such Distribution Date (provided that such amounts must be replaced by Ocwen
      by
      deposit in the related Collection Account no later than the close of business
      on
      the Servicer Remittance Date immediately following the Due Period or Prepayment
      Period for which such amounts relate); 

     

    (xii) to
      the
      extent not previously reimbursed pursuant to this Agreement, to reimburse itself
      for litigation expenses incurred in connection with performing its servicing
      duties hereunder, subject to the Servicer's indemnification obligations under
      Section 3.27; and

     

    (xiii) to
      clear
      and terminate the Collection Account pursuant to
      Section 10.01.

     

    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 Collection Account, to the extent held by or on behalf of it, pursuant
      to subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix), (x) and, with respect
      to Ocwen, subclauses (xi) and (xii) above.

     

    (b) The
      Securities Administrator shall, from time to time, make withdrawals from the
      Distribution Account, for any of the following purposes, without
      priority:

     


    
      
        
        

      

      
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    (i) to
      make
      distributions to Certificateholders, and the other parties as described therein,
      in accordance with Section 5.01;

     

    (ii) to
      pay to
      itself, the Trustee, the Custodians and the Master Servicer amounts to which
      it
      is entitled pursuant to Section 9.05 or any other provision of this Agreement
      and any Extraordinary Trust Fund Expenses;

     

    (iii) to
      reimburse itself or the Master Servicer pursuant to Section 8.01(a) and Section
      8.02;

     

    (iv) to
      pay
      any Net Swap Payment or Swap Termination Payment payable to the Supplemental
      Interest Trust owed to the Swap Provider (unless a Swap Provider Trigger Event
      has occurred and is continuing);

     

    (v) to
      pay
      any amounts in respect of taxes pursuant to Section 11.01(g)(v);

     

    (vi) to
      pay
      the Master Servicing Fee to the Master Servicer;

     

    (vii) to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; 

     

    (viii) to
      reimburse itself pursuant to Section 8.01 (or the applicable Servicer pursuant
      to 8.01(b)(ii)); and

     

    (ix) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01.

     

    SECTION
      3.10. Investment
      of Funds in the Investment Accounts.

     

    (a) Each
      Servicer may direct, by means of written directions (which may be standing
      directions), any Depository Institution maintaining the related Collection
      Account to invest the funds in such Collection Account (for purposes of this
      Section 3.10, an “Investment Account”) in one or more Permitted Investments
      bearing interest or sold at a discount, and maturing, unless payable on demand,
      (i) no later than the Business Day immediately preceding the date on which
      such
      funds are required to be withdrawn from such account pursuant to this Agreement,
      if a Person other than the Securities Administrator is the obligor thereon,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      is
      the obligor on such Permitted Investment. Amounts in the Distribution Account
      may be invested in Permitted Investments as directed in writing by the Master
      Servicer and maturing, unless payable on demand, (i) no later than the Business
      Day immediately preceding the date on which such funds are required to be
      withdrawn from such account pursuant to this Agreement, if a Person other than
      the Securities Administrator is the obligor thereon, and (ii) no later than
      the
      date on which such funds are required to be withdrawn from such account pursuant
      to this Agreement, if the Securities Administrator is the obligor thereon.
      All
      such Permitted Investments shall be held to maturity, unless payable on demand.
      Any investment of funds shall be made in the name of the Trustee (in its
      capacity as such) or in the name of a nominee of the Trustee. The Securities
      Administrator shall be entitled to sole possession over each such investment
      in
      the Distribution Account and, subject to subsection (b) below, the income
      thereon, and any certificate or other instrument evidencing any such investment
      shall be delivered directly to the Securities Administrator or its agent,
      together with any document of transfer necessary to transfer title to such
      investment to the Trustee or its nominee. In the event amounts on deposit in
      a
      Collection Account are at any time invested in a Permitted Investment payable
      on
      demand, the party with investment discretion over such Investment Account
      shall:

     


    
      
        
        

      

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

     

    (y) demand
      payment of all amounts due thereunder promptly upon receipt by such party of
      written notice from the Servicer that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on deposit
      in
      the Investment Account.

     

    (b) All
      income and gain realized from the investment of funds deposited in a Collection
      Account shall be for the benefit of the related Servicer and shall be subject
      to
      its withdrawal in accordance with Section 3.09. Each Servicer shall deposit
      into
      the related Collection Account the amount of any loss incurred in respect of
      any
      such Permitted Investment made with funds in such account immediately upon
      realization of such loss. All earnings and gain realized from the investment
      of
      funds deposited in the Distribution Account shall be for the benefit of the
      Master Servicer. The Master Servicer shall remit from its own funds for deposit
      into the Distribution Account the amount of any loss incurred on Permitted
      Investments in the Distribution Account.

     

    (c) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trustee
      may and, subject to Section 9.01 and Section 9.02(a)(v), shall, at the written
      direction of the Servicer or the Certificate Insurer, take such action as may
      be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings.

     

    (d) The
      Trustee, the Master Servicer or their respective Affiliates are permitted to
      receive additional compensation that could be deemed to be in the Trustee’s or
      the Master Servicer’s economic self-interest for (i) serving as investment
      adviser, administrator, shareholder servicing agent, custodian or sub-custodian
      with respect to certain of the Permitted Investments, (ii) using Affiliates
      to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable or payable to the Trustee or the
      Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable in respect
      of Extraordinary Trust Fund Expenses. Such additional compensation shall not
      be
      an expense of the Trust Fund.

     

     


    
      
        
        

      

      
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    SECTION
      3.11. Maintenance
      of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary
      Mortgage Insurance.

     

    (a) The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained by
      the
      related Mortgagor, owner or servicer of the related First Mortgage Loan and
      the
      related Servicer has been notified that such policies are not maintained, the
      related Servicer shall cause to be maintained for each Mortgaged Property fire
      and hazard insurance with extended coverage as is customary in the area where
      the Mortgaged Property is located in an amount which is at least equal to the
      lesser of the current principal balance of the related Mortgage Loan and the
      amount necessary to compensate fully for any damage or loss to the improvements
      which 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 fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is at least equal to the lesser of (i)
      the maximum insurable value of the improvements which are a part of such
      property and (ii) the sum of the outstanding principal balance of the related
      Mortgage Loan and the related First Mortgage Loan at the time it became an
      REO
      Property, in each case in an amount not less than such amount as is necessary
      to
      avoid the application of any coinsurance clause contained in the related hazard
      insurance policy. The Servicers will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts to be collected by a Servicer under any such policies
      remaining after application of any such amounts to any related First Mortgage
      Loan and application of amounts to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage and Mortgage Note) shall be deposited into
      the related Collection Account, subject to withdrawal pursuant to Section 3.09,
      if received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section 3.22, if received in respect of an REO Property.
      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
      unpaid principal balance of the related Mortgage Loan, notwithstanding that
      the
      terms of such Mortgage Loan so permit. It is understood and agreed that no
      earthquake or other additional insurance is to be required of any Mortgagor
      other than pursuant to such applicable laws and regulations as shall at any
      time
      be in force and as shall require such additional insurance. If the Mortgaged
      Property or REO Property is at any time in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards, the related Servicer will cause to be maintained a flood insurance
      policy in respect thereof. Such flood insurance shall be in an amount equal
      to
      the lesser of (i) the unpaid principal balance of the related Mortgage Loan
      and
      (ii) the maximum amount of such insurance available for the related Mortgaged
      Property under the national flood insurance program (assuming that the area
      in
      which such Mortgaged Property is located is participating in such program),
      in
      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.

     

    In
      the
      event that any 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 otherwise acceptable to Fannie Mae or Freddie Mac insuring against
      hazard losses on all of the related Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations to cause fire and hazard insurance
      to
      be maintained on the Mortgaged Properties, it being understood and agreed that
      such policy may contain a deductible clause, in which case the related Servicer
      shall, in the event that there shall not have been maintained on the related
      Mortgaged Property or REO Property a policy complying with this Section 3.11,
      and there shall have been one or more losses which would have been covered
      by
      such policy, deposit into the related Collection Account from its own funds
      the
      amount not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as administrator and servicer of
      the
      related Mortgage Loans, each Servicer agrees to prepare and present, on behalf
      of itself, the Trustee, the Trust Fund, the Certificateholders and the
      Certificate Insurer claims under any such blanket policy in a timely fashion
      in
      accordance with the terms of such policy.

     


    
      
        
        

      

      
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    (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 respective 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 related Mortgage
      Loans. Each Servicer shall also maintain a fidelity bond in the form and amount
      that would meet the requirements of Fannie Mae or Freddie Mac. A Servicer shall
      be deemed to have complied with this provision if an Affiliate of the Servicer
      has such errors and omissions and fidelity bond coverage and, by the terms
      of
      such insurance policy or fidelity bond, the coverage afforded thereunder extends
      to the Servicer. Any such errors and omissions policy and fidelity bond shall
      by
      its terms not be cancelable without thirty (30) days’ prior written notice to
      the Trustee and the Certificate Insurer.

     

    (c) The
      Servicers need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds to the Mortgagor to be applied to the restoration or
      repair of the Mortgaged Property if such release is in accordance with Accepted
      Servicing Practices. At a minimum, the Servicers shall comply with the following
      conditions in connection with any such release of Insurance Proceeds in excess
      of $10,000:

     

    (i) the
      related Servicer shall receive satisfactory independent verification of
      completion of repairs and issuance of any required approvals with respect
      thereto;

     

    (ii) the
      related Servicer shall take all steps necessary to preserve the priority of
      the
      lien of the Mortgage, including, but not limited to requiring waivers with
      respect to mechanics’ and materialmen’s liens; and

     

    (iii) pending
      repairs or restoration, the related Servicer shall place the Insurance Proceeds
      in the related Escrow Account, if any.

     

    If
      the
      Trustee is named as an additional loss payee, each Servicer is hereby empowered
      to endorse any loss draft issued in respect of such a claim in the name of
      the
      Trustee.

     

    (d) Each
      Servicer agrees to present on behalf of the Trustee, the Certificateholders
      and
      the Certificate Insurer claims to the applicable 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 3.08, any
      amounts collected by a Servicer under any primary mortgage insurance policies
      shall be deposited in the related Collection Account, subject to withdrawal
      pursuant to Section 3.09. Notwithstanding any provision to the contrary, no
      Servicer shall have any responsibility with respect to a primary mortgage
      insurance policy unless such Servicer has been made aware of such policy, as
      reflected on the Mortgage Loan Schedule or otherwise and have been provided
      with
      adequate information to administer such policy. 

     

     


    
      
        
        

      

      
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    SECTION
      3.12. Enforcement
      of Due-on-Sale Clauses; Assumption Agreements

     

    Each
      Servicer shall, to the extent it has knowledge of any conveyance of any related
      Mortgaged Property by any related Mortgagor (whether by absolute conveyance
      or
      by contract of sale, and whether or not the Mortgagor remains or is to remain
      liable under the Mortgage Note and/or the Mortgage), exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
      any, applicable thereto; provided, however, that the Servicers shall not
      exercise any such rights if prohibited by law from doing so. If a Servicer
      reasonably believes that it is unable under applicable law to enforce such
      “due-on-sale” clause, or if any of the other conditions set forth in the proviso
      to the preceding sentence apply, the related Servicer shall enter into an
      assumption and modification agreement from or with the person to whom such
      property has been conveyed or is proposed to be conveyed, pursuant to which
      such
      person becomes liable under the Mortgage Note and, to the extent permitted
      by
      applicable state law, the Mortgagor remains liable thereon. Each Servicer is
      also authorized to enter into a substitution of liability agreement with such
      person, pursuant to which the original Mortgagor is released from liability
      and
      such person is substituted as the Mortgagor and becomes liable under the
      Mortgage Note, provided that no such substitution shall be effective unless
      such
      person satisfies the then current underwriting criteria of the related Servicer
      for mortgage loans similar to the related Mortgage Loans. In connection with
      any
      assumption or substitution, the related Servicer shall apply such underwriting
      standards and follow such practices and procedures as shall be normal and usual
      in its general mortgage servicing activities and as it applies to other mortgage
      loans owned solely by it. The Servicers shall not take or enter into any
      assumption and modification agreement, however, unless (to the extent
      practicable in the circumstances) it shall have received confirmation, in
      writing, of the continued effectiveness of any applicable hazard insurance
      policy. Any fee collected by a Servicer in respect of an assumption or
      substitution of liability agreement will be retained by the related Servicer
      as
      additional servicing compensation. In connection with any such assumption,
      no
      material term of the Mortgage Note (including but not limited to the related
      Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
      except as otherwise required pursuant to the terms thereof. The related Servicer
      shall notify the Trustee (or the applicable Custodian) that any such
      substitution or assumption agreement has been completed by forwarding to the
      Trustee (or the applicable Custodian) the executed original of such substitution
      or assumption agreement, which document shall be added to the related Mortgage
      File and shall, for all purposes, be considered a part of such Mortgage File
      to
      the same extent as all other documents and instruments constituting a part
      thereof.

     


    
      
        
        

      

      
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    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the related
      Servicer shall not be deemed to be in default, breach or any other violation
      of
      its obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the related Servicer may be restricted by law from preventing, for any reason
      whatever. For purposes of this Section 3.12, the term “assumption” is deemed to
      also include a sale (of the Mortgaged Property) subject to the Mortgage that
      is
      not accompanied by an assumption or substitution of liability
      agreement.

     

    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    (a) (i) Each
      Servicer shall use its commercially reasonable efforts, consistent with Accepted
      Servicing Practices, 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 pursuant to Section 3.06. With respect
      to
      such of the Mortgage Loans as come into and continue in default, the related
      Servicer will decide whether to (i) foreclose upon the Mortgaged Properties
      securing such Mortgage Loans, (ii) write off the unpaid principal balance of
      the
      Mortgage Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv)
      accept a short sale (a payoff of the Mortgage Loan for an amount less than
      the
      total amount contractually owed in order to facilitate a sale of the Mortgaged
      Property by the Mortgagor) or permit a short refinancing (a payoff of the
      Mortgage Loan for an amount less than the total amount contractually owed in
      order to facilitate refinancing transactions by the Mortgagor not involving
      a
      sale of the Mortgaged Property), (v) arrange for a repayment plan, or (vi)
      agree
      to a modification in accordance with this Agreement. In connection with such
      decision, the related Servicer shall take such action as (i) such Servicer
      would
      take under similar circumstances with respect to a similar mortgage loan held
      for its own account for investment, (ii) shall be consistent with Accepted
      Servicing Practices, (iii) such Servicer shall determine consistently with
      Accepted Servicing Practices to be in the best interest of the Trustee,
      Certificateholders and the Certificate Insurer, provided, that actions taken
      by
      the related Servicer in connection with its servicing of the related First
      Mortgage Loan shall not be considered relevant to a determination of whether
      the
      related Servicer has met the standard set forth in this clause (iii) so long
      as
      in such Servicer’s determination such action is not materially adverse to the
      interests of the Certificateholders or the Certificate Insurer and (iv) is
      consistent with the requirements of the insurer under any insurance policy
      required to be maintained under this Agreement; provided, however, 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 in its sole discretion (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 Collection Account).
      Each
      Servicer shall be responsible for all costs and expenses incurred by it in
      any
      such proceedings; provided, however, that such costs and expenses will be
      recoverable as Servicing Advances by the related Servicer as contemplated in
      Sections 3.09 and 3.22. The foregoing is subject to the provision that, in
      any
      case in which a Mortgaged Property shall have suffered damage from an Uninsured
      Cause, the related Servicer shall not be required to expend its own funds toward
      the restoration of such property unless it shall determine in its discretion
      that such restoration will increase the proceeds of liquidation of the related
      Mortgage Loan after reimbursement to itself for such expenses. Servicers shall
      not permitted make any P&I Advances with respect to any Mortgage Loan that
      is 90 or more days delinquent, based on the OTS Method.

     


    
      
        
        

      

      
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    (ii) Notwithstanding
      anything to the contrary contained in this Agreement, with respect to any
      Mortgage Loan that is one hundred twenty (120) days delinquent, the related
      Servicer shall obtain a broker’s price opinion with respect to the related
      Mortgaged Property and shall use all reasonable efforts to obtain a total
      indebtedness balance (including, but not limited to, unpaid principal, interest,
      escrows, taxes and expenses) for any related First Lien. The cost of obtaining
      any such broker’s price opinion shall be reimbursable to the related Servicer as
      a Servicing Advance pursuant to Section 3.09. After obtaining the related
      broker’s price opinion, the Servicer will determine whether any Significant
      Subsequent Recovery is possible through foreclosure proceedings or other
      liquidation of the related Mortgaged Property. If the related Servicer
      determines that (x) no Significant Subsequent Recovery is possible or (y) the
      potential Subsequent Recoveries are anticipated to be an amount, determined
      by
      the related Servicer in its good faith judgment and in light of other mitigating
      circumstances, that is insufficient to warrant proceeding through foreclosure
      or
      other liquidation of the related Mortgaged Property, it may, at its discretion,
      charge off such delinquent Mortgage Loan in accordance with subsections (a)(iii)
      and (a)(iv) below (any such Mortgage Loan, a “Charged Off Loan”).

     

    (iii) With
      respect to any Mortgage Loan, if the related Servicer determines based on the
      broker’s price opinion obtained under paragraph (a)(ii) above and other relevant
      considerations that (x) no Significant Subsequent Recovery is possible through
      foreclosure proceedings or other liquidation of the related Mortgaged Property
      or (y) the potential Subsequent Recoveries are anticipated to be an amount,
      determined by the related Servicer in its good faith judgment and in light
      of
      other mitigating circumstances, that is insufficient to warrant proceeding
      through foreclosure or other liquidation of the related Mortgaged Property,
      it
      will be obligated to charge off the related Mortgage Loan at the time such
      Mortgage Loan becomes 180 days delinquent. Once a Mortgage Loan has been charged
      off, the related Servicer will not be entitled to any additional servicing
      compensation (except as described in paragraph (a)(iv) of this Section 3.13),
      the Charged Off Loan will give rise to a Realized Loss, and the related Servicer
      will follow the procedures described in paragraph (a)(iv) below. 

     

    (iv) Any
      Mortgage Loan that becomes a Charged Off Loan may continue to be serviced by
      the
      related Servicer for the Certificateholders and the Certificate Insurer using
      Special Servicing Practices. The Servicers will accrue, but not be entitled
      to,
      any Servicing Fees and reimbursement of expenses in connection with such Charged
      Off Loans, except to the extent of funds available from the aggregate amount
      of
      recoveries on all Charged Off Loans. Such aggregate recovery amounts on Charged
      Off Loans shall be paid to the related Servicer first, as reimbursement of
      any
      outstanding and unpaid expenses, and second, as any accrued and unpaid Servicing
      Fees. The Servicers will only be entitled to previously accrued Servicing Fees
      and expenses on any such Charged Off Loans. The Servicers will not be entitled
      to receive any future unaccrued Servicing Fees or expenses from collections
      on
      such Charged Off Loans. Any Charged Off Loan serviced using Special Servicing
      Practices shall be so serviced. Any amounts received on such Charged Off Loans
      will be treated as Subsequent Recoveries and included in the Available
      Distribution Amount.

     

    
      
        
        

      

      
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      The
      Master Servicer shall track collections received by the Servicers on any Charged
      Off Loans based upon loan level data provided to the Master Servicer by the
      Servicers on the date on which the related Servicer provides its Servicer Report
      pursuant to Section 5.03(a), identifying the Charged Off Loans as of the related
      Due Period that the related Servicer will continue to service using Special
      Servicing Practices. On each Distribution Date, the Master Servicer shall
      verify, based on the recovery and expense information provided by the Servicer
      (i) the aggregate amount of accrued and unpaid Servicing Fees to be paid to
      the
      related Servicer and expenses to be reimbursed to the related on such Charged
      Off Loans as of the related Due Period and (ii) the amount of Subsequent
      Recoveries on such Charged Off Loans for such Distribution Date. The Master
      Servicer shall be entitled to rely, without independent verification, on the
      loan level data provided by the Servicers that identifies the recovery amounts
      and the outstanding and unpaid expenses on any Charged Off Loan in order to
      verify the amount in clause (ii) of the previous sentence. The Master Servicer
      will be responsible for independently verifying the aggregate amount of accrued
      and unpaid Servicing Fees described in clause (i) of the second preceding
      sentence to be paid to the related Servicer.

     

    (b) Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the a Servicer has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the related Servicer
      shall not, on behalf of the Trust Fund, either (i) obtain title to such
      Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or
      (ii) otherwise acquire possession of, or take any other action with respect
      to,
      such Mortgaged Property, if, as a result of any such action, the Trust Fund,
      the
      Trustee, the Certificateholders or the Certificate Insurer would be considered
      to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or
“operator” of such Mortgaged Property within the meaning of the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as amended
      from
      time to time, or any comparable law, unless the related Servicer has also
      previously determined, based on its reasonable judgment and a prudent report
      prepared by an Independent Person who regularly conducts environmental audits
      using customary industry standards, that:

     

    (1) such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (2) there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     


    
      
        
        

      

      
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    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall be
      advanced by the related Servicer, subject to such Servicer’s right to be
      reimbursed therefor from the related Collection Account as provided in Section
      3.09(a)(ix), such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the related Collection Account
      received in respect of the affected Mortgage Loan or other Mortgage
      Loans.

     

    If
      the
      related Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
      materials affecting any such Mortgaged Property, then such Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the related Servicer, subject to its right to be reimbursed therefor
      from the related Collection Account as provided in Sections 3.09(a)(iii) or
      3.09(a)(ix), such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the related Collection Account
      received in respect of the affected Mortgage Loan or other Mortgage
      Loans.

     

    (c) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the related Servicer for any
      related unreimbursed Servicing Advances and P&I Advances, pursuant to
      Section 3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on
      the
      related Mortgage Loan, to the date of the Final Recovery Determination, or
      to
      the Due Date prior to the Distribution Date on which such amounts are to be
      distributed if not in connection with a Final Recovery Determination; and third,
      as a recovery of principal of the related Mortgage Loan. If the amount of the
      recovery so allocated to interest is less than the full amount of accrued and
      unpaid interest due on such Mortgage Loan, the amount of such recovery will
      be
      allocated by the related Servicer as follows: first, to unpaid Servicing Fees;
      and second, to the balance of the interest then due and owing. The portion
      of
      the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      related Servicer pursuant to Section 3.09(a)(iii). The portion of the recovery
      allocated to interest (net of unpaid Servicing Fees) and the portion of the
      recovery allocated to principal of the related Mortgage Loan shall be applied
      as
      follows: first, to reimburse the related Servicer for any related unreimbursed
      Servicing Advances or P&I Advances in accordance with Section 3.09(a)(ii)
      and any other amounts reimbursable to the related Servicer pursuant to Section
      3.09, and second, as part of the amounts to be transferred to the Distribution
      Account in accordance with Section 3.08(b). Excess proceeds, if any, from the
      liquidation of a Liquidated Mortgage Loan will be retained by the related
      Servicer as additional servicing compensation pursuant to Section
      3.15.

     

    Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of
      this Agreement, no Servicer shall acquire title to a Mortgaged Property related
      to a Foreclosure Restricted Mortgage Loan if acquiring title to such Mortgaged
      Property would cause the adjusted basis (for federal income tax purposes) of
      the
      Mortgaged Properties in respect of Foreclosure Restricted Mortgage Loans that
      are currently owned by REMIC I after foreclosure (along with any other assets
      owned by REMIC I other than “qualified mortgages” and “permitted investments”
within the meaning of Section 860G of the Internal Revenue Code) to exceed
      0.75% of the adjusted basis of the assets in REMIC I. Instead, such Servicer
      shall dispose of the Foreclosure Restricted Mortgage Loan for cash in a
      foreclosure sale. In addition, if such Servicer determines that, following
      a
      distribution on any Distribution Date, the adjusted basis of the REO Properties
      relating to such Foreclosure Restricted Mortgage Loans (along with any other
      assets owned by REMIC I other than “qualified mortgages” and “permitted
      investments” within the meaning of Section 860G of the Internal Revenue
      Code) exceeds 1.0% of the adjusted basis of the assets of REMIC I immediately
      after the Distribution Date, then prior to the next Distribution Date, such
      Servicer shall dispose of enough of such REO Properties for cash, so that the
      adjusted basis of such REO Properties relating to Foreclosure Restricted
      Mortgage Loans (along with any other assets owned by REMIC I other than
“qualified mortgages” and “permitted investments” within the meaning of
      Section 860G of the Internal Revenue Code) will be less than 1.0% of the
      adjusted basis of the assets of REMIC I. In either event, such Servicer is
      permitted to acquire (for its own account and not on behalf of the Trust Fund)
      the REO Property at the foreclosure sale for an amount not less than the greater
      of: (i) the highest amount bid by any other person at the foreclosure sale,
      or
      (ii) the estimated fair market value of the REO Property, as determined by
      such
      Servicer in good faith. These restrictions will be lifted with respect to a
      Foreclosure Restricted Mortgage Loan if such Mortgage Loan becomes current
      for
      three consecutive Monthly Payments.

     


    
      
        
        

      

      
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    The
      Servicers and the Master Servicer agree to cooperate in providing each Servicer
      with the information regarding the Foreclosure Restricted Mortgage Loans
      serviced by the other Servicer in order to comply with this Section
      3.13.

     

    SECTION
      3.14. Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by a
      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 promptly furnish to the applicable
      Custodian, on behalf of the Trustee, two copies of a request for release
      substantially in the form attached to the related Custodial Agreement signed
      by
      a Servicing Officer or in a mutually agreeable electronic format which will,
      in
      lieu of a signature on its face, originate from a Servicing Officer (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
      Collection Account have been or will be so deposited) and shall request that
      the
      applicable Custodian, on behalf of the Trustee, deliver to the related Servicer
      the related Mortgage File. Upon receipt of such certification and request,
      the
      related Custodian, on behalf of the Trustee, shall within five (5) Business
      Days
      release the related Mortgage File to the related Servicer and the Trustee and
      the related 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 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 Collection
      Account, unless it shall represent a Servicing Advance.

     


    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, 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 applicable Custodian, on behalf of the Trustee, shall, upon the request
      of
      the related Servicer, and delivery to the applicable Custodian, on behalf of
      the
      Trustee, of two copies of a request for release signed by a Servicing Officer
      substantially in the form attached to the related Custodial Agreement (or in
      a
      mutually agreeable electronic format which will, in lieu of a signature on
      its
      face, originate from a Servicing Officer), release within five (5) Business
      Days
      the related Mortgage File held in its possession or control to the related
      Servicer. Such trust receipt shall obligate the related Servicer to return
      the
      Mortgage File to the applicable Custodian on behalf of the Trustee, when the
      need therefor by the related Servicer no longer exists unless the related
      Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
      of a Servicing Officer similar to that hereinabove specified, the Mortgage
      File
      shall be released by the applicable Custodian, on behalf of the Trustee, to
      the
      related Servicer.

     

    Notwithstanding
      the foregoing, in connection with a Principal Prepayment in full of any Mortgage
      Loan, the Master Servicer may request release of the related Mortgage File
      from
      the applicable Custodian, in accordance with the provisions of the related
      Custodial Agreement, in the event the related Servicer fails to do
      so.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the related Servicer, any court pleadings, requests for trustee’s
      sale or other documents prepared and delivered to the Trustee and reasonably
      acceptable to it and necessary to the foreclosure or trustee’s sale in respect
      of a Mortgaged Property or to any legal action brought to obtain judgment
      against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
      judgment, or to enforce any other remedies or rights provided by the Mortgage
      Note or Mortgage or otherwise available at law or in equity. Each such
      certification shall include a request that such pleadings or documents be
      executed by the Trustee and a statement as to the reason such documents or
      pleadings are required and that the execution and delivery thereof by the
      Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
      for the termination of such a lien upon completion of the foreclosure or
      trustee’s sale. So long as no Servicer Event of Default shall have occurred and
      be continuing, the related Servicer shall have the right to execute any and
      all
      such court pleadings, requests and other documents as attorney-in-fact for,
      and
      on behalf of the Trustee. Notwithstanding the preceding sentence, the Trustee
      shall in no way be liable or responsible for the willful malfeasance of a
      Servicer, or for any wrongful or negligent actions taken by a Servicer, while
      such Servicer is acting in its capacity as attorney-in-fact for and on behalf
      of
      the Trustee.

     

    SECTION
      3.15. Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, each Servicer shall be entitled
      to
      the Servicing Fee (or, (i) for as long as Ocwen is the Servicer of the Ocwen
      Mortgage Loans, the Servicing Fee calculated using the Ocwen Servicing Fee
      Rate
      and (ii) for so long as GMAC is the Servicer of the GMAC Mortgage Loans, the
      Servicing Fee calculated using the GMAC Servicing Fee Rate) with respect to
      each
      Mortgage Loan serviced by it payable solely from payments of interest in respect
      of such Mortgage Loan, subject to Section 3.23. In addition, the Servicers
      shall
      be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or
      Liquidation Proceeds to the extent permitted by Section 3.09(a)(iii), Section
      3.09(a)(vi) and out of amounts derived from the operation and sale of an REO
      Property to the extent permitted by Section 3.22. The right to receive the
      Servicing Fee (or, (i) with
      respect to Ocwen, the Servicing Fee calculated using the Ocwen Servicing Fee
      Rate
      and (ii)
      with respect to GMAC, the Servicing Fee calculated using the GMAC Servicing
      Fee
      Rate) may not be transferred in whole or in part except in connection with
      the
      transfer of all of the related Servicer’s responsibilities and obligations under
      this Agreement to the extent permitted herein.

     


    
      
        
        

      

      
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    Additional
      servicing compensation in the form of Ancillary Income (other than Prepayment
      Charges) shall be retained by the Servicers only to the extent such fees or
      charges are received by such Servicer. The Servicers shall also be entitled
      pursuant to Section 3.09(a)(iv) to withdraw from the related Collection Account
      and pursuant to Section 3.22(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.10. In addition, the Servicers shall be entitled to retain
      or withdraw from the related Collection Account, pursuant to Section 3.09(a)(x),
      any Prepayment Interest Excess with respect to the Mortgage Loans serviced
      by it
      as additional servicing compensation. Each Servicer shall be required to pay
      all
      expenses incurred by it in connection with its servicing activities hereunder
      and shall not be entitled to reimbursement therefor except as specifically
      provided herein.

     

    SECTION
      3.16. Collection
      Account Statements.

     

    Upon
      request, not later than fifteen (15) days after each Distribution Date, the
      Servicers shall forward to the Master Servicer and the Securities Administrator,
      the Certificate Insurer and the Depositor, a statement prepared by the
      institution at which the related Collection Account is maintained setting forth
      the status of the related Collection Account as of the close of business on
      such
      Distribution Date and showing, for the period covered by such statement, the
      aggregate amount of deposits into and withdrawals from the related Collection
      Account. Copies of such statement and any similar statements provided by the
      Servicers shall be provided by the Securities Administrator to any
      Certificateholder and to any Person identified to the Securities Administrator
      as a prospective transferee of a Certificate, upon request at the expense of
      the
      requesting party, provided such statement is delivered by the related Servicer
      to the Securities Administrator.

     

    SECTION
      3.17. Annual
      Statement as to Compliance. 

     

    (a) Each
      Servicer shall deliver (and shall cause any Sub-Servicer engaged by it to
      deliver) to the Master Servicer and to the Depositor (with
      a
      copy delivered to the Certificate Insurer)
      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 the related
      Servicer’s performance under this Agreement, or such other applicable agreement
      in the case of a Sub-Servicer, has been made under such officer’s supervision
      and (B) to the best of such officer’s knowledge, based on such review, such
      party has fulfilled all its obligations under this Agreement, or such other
      applicable agreement in the case of a Sub-Servicer, 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. Promptly after
      receipt of each such Officer’s Certificate from the related Servicer, any
      Sub-Servicer engaged by such Servicer, the Depositor shall review such Officer’s
      Certificate and, if applicable, consult with each such party, as applicable,
      as
      to the nature of any failures by such party, in the fulfillment of any of the
      related Servicer’s obligations hereunder or, in the case of a Sub-Servicer,
      under such other applicable agreement.

     


    
      
        
        

      

      
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    (b) Failure
      of a Servicer to comply timely with this Section 3.17 shall be deemed a Servicer
      Event of Default as to the related Servicer, 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), with
      the
      prior written consent of the Certificate Insurer (not to be unreasonably
      withheld), terminate all the rights and obligations of the related Servicer
      under this Agreement and in and to the related Mortgage Loans and the proceeds
      thereof without compensating the related Servicer for the same (other than
      such
      Servicer’s right to reimbursement of unreimbursed P&I Advances and Servicing
      Advances and accrued and unpaid Servicing Fees in the manner provided in this
      Agreement). This paragraph shall supersede any other provision in this Agreement
      or any other agreement to the contrary.

     

    (c) In
      the
      event a Servicer or any Sub-Servicer engaged by a Servicer is terminated,
      assigns its rights and obligations under or resigns pursuant to the terms of
      this Agreement, or any applicable agreement in the case of a Sub-Servicer,
      as
      the case may be, such party shall provide an Officer’s Certificate with respect
      to the related year pursuant to this Section 3.17(c) or to such other applicable
      agreement, as the case may be, notwithstanding any such termination, assignment
      or resignation for the related year.

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, each Servicer, at its own expense,
      shall furnish, and shall cause any Servicing Function Participant engaged by
      it
      to furnish, each at its own expense, to the Master Servicer (with a copy
      delivered to the Certificate Insurer), 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 as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      5.06(d), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      Notwithstanding the foregoing, neither a Servicer nor any Servicing Function
      Participant engaged by a Servicer shall be required to deliver any assessments
      until March 31st in any given year so long as it has not received written
      confirmation from the Depositor that a Form 10-K is required to be filed in
      respect of the Trust for the preceding calendar year; provided however that,
      notwithstanding the foregoing, no Subcontractor will be required to deliver
      any
      assessments in any given year in which the Form 10-K is not required to be
      filed.

     


    
      
        
        

      

      
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    (b) By
      March
      15 of each year, commencing in March 2008, each Servicer, at its own expense,
      shall cause, and each Servicer shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to the related Servicer or such
      other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Master Servicer (with a copy delivered to the Certificate Insurer), to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. Notwithstanding the foregoing, neither
      the
      Servicers nor any Servicing Function Participant engaged by a Servicer shall
      be
      required to deliver or cause the delivery of such reports until March 31st
      in
      any given year so long as the related Servicer has not received written
      confirmation from the Depositor that a Form 10-K is required to be filed in
      respect of the Trust for the preceding fiscal year; provided however that,
      notwithstanding the foregoing, no Subcontractor will be required to deliver
      any
      reports in any given year in which the Form 10-K is not required to be
      filed.

     

    (c) Failure
      of a Servicer to comply timely with this Section 3.18 shall be deemed a Servicer
      Event of Default as to the related Servicer, 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), with
      the
      prior written consent of the Certificate Insurer (not to be unreasonably
      withheld), terminate all the rights and obligations of the related Servicer
      under this Agreement and in and to the related Mortgage Loans and the proceeds
      thereof without compensating the related Servicer for the same (other than
      the
      related Servicer’s right to reimbursement of unreimbursed P&I Advances and
      Servicing Advances and accrued and unpaid Servicing Fees in the manner provided
      for in this Agreement). This paragraph shall supersede any other provision
      in
      this Agreement or any other agreement to the contrary.

     

    (d) In
      the
      event a Servicer or any Servicing Function Participant engaged by a Servicer
      is
      terminated, assigns its rights and obligations under, or resigns pursuant to
      the
      terms of this Agreement, or any applicable agreement in the case of a Servicing
      Function Participant, as the case may be, such party shall provide a report
      on
      assessment of compliance with respect to the related year pursuant to this
      Section 3.18(d) or to such other applicable agreement, notwithstanding any
      such
      termination, assignment or resignation for the related year.

     


    
      
        
        

      

      
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    (e) Notwithstanding
      the foregoing provisions of this Section 3.18, (i) in the event that during
      any
      calendar year (or applicable portion thereof) the Servicer services 5% or less
      of the Mortgage Loans, as calculated by the Master Servicer, or (ii) in any
      calendar year in which an annual report on Form 10-K is not required to be
      filed
      with respect to the Trust, then, in each such event, the Servicer may, in lieu
      of providing an assessment of compliance and attestation thereon in accordance
      with Item 1122 of Regulation AB, provide (and cause each Subservicer and
      Subcontractor described in clause (a)(iii) above to provide) to the Depositor
      and the Master Servicer, by not later than March 15 of such calendar year,
      an
      Annual Independent Public Accountants’ Servicing Report. If the Servicer
      provides an Annual Independent Public Accountants’
      Servicing Report pursuant to this subsection (c), then the certification
      required to be delivered by the Servicer (and its Subservicers and
      Subcontractors) pursuant to clause
      (a)(iv) above shall be in the form of Exhibit C-2 attached hereto.

     

    SECTION
      3.19. [Reserved].

     

    SECTION
      3.20. Annual
      Certification; Additional Information.

     

    (a) Each
      Servicer shall and shall cause any Servicing Function Participant engaged by
      it
      to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
      the reporting requirements of the Exchange Act, a certification (each, a
“Back-Up Certification”), in the form attached hereto as Exhibit C-1, 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 officer
      of the Master Servicer in charge of the master servicing function shall serve
      as
      the Certifying Person on behalf of the Trust. In the event a Servicer or any
      Servicing Function Participant engaged by it is terminated or resigns pursuant
      to the terms of this Agreement, or any applicable Sub-Servicing agreement,
      as
      the case may be, such party shall provide a Back-Up Certification to the
      Certifying Person pursuant to this Section 3.20 with respect to the period
      of
      time it was subject to this Agreement or any applicable Sub-Servicing Agreement,
      as the case may be.

     

    (b) Each
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor, the Certificate Insurer and their
      respective officers, directors, agents and affiliates from and against any
      losses, damages, penalties, fines, forfeitures, reasonable legal fees and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach by the related Servicer or any of its officers, directors, agents
      or affiliates of its obligations under this Section 3.20 or the related
      Servicer’s negligence, bad faith or willful misconduct in connection therewith.
      Such indemnity shall survive the termination or resignation of the parties
      hereto or the termination of this Agreement. If the indemnification provided
      for
      herein is unavailable or insufficient to hold harmless the Master Servicer,
      the
      Securities Administrator, the Trustee, the Depositor and the Certificate
      Insurer, then the related Servicer agrees that it shall contribute to the amount
      paid or payable by the Master Servicer, the Securities Administrator, the
      Trustee, the Depositor and the Certificate Insurer as a result of the losses,
      claims, damages or liabilities of the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor in such proportion as is
      appropriate to reflect the relative fault of the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and the Certificate Insurer on the
      one
      hand and the related Servicer on the other in connection with a breach of the
      Servicer’s obligations under this Section 3.20.

     


    
      
        
        

      

      
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    (c) Each
      Servicer shall provide to the Master Servicer and the Certificate Insurer prompt
      notice of the occurrence of any of the following: 

     

    (i) any
      Servicer Event of Default under the terms of this Agreement, any merger,
      consolidation or sale of substantially all of the assets of the related
      Servicer, the related Servicer’s engagement of any Sub-Servicer to perform or
      assist in the performance of any of such Servicer’s obligations under this
      Agreement, any material litigation involving the related Servicer that is
      material to the Certificateholders, and to the extent disclosure is required
      under Regulation AB, any affiliation or other significant relationship between
      the related Servicer and any other Servicer, any of the parties listed as
      originators in the final prospectus supplement, the Sponsor, the Depositor,
      the
      Master Servicer, the Securities Administrator, the Trustee, the Custodians,
      the
      Cap Counterparty and the Swap Provider.

     

    (ii) If
      a
      Servicer has knowledge of the occurrence of any of the events described in
      this
      clause (ii), then no later than ten days prior to the deadline for the filing
      of
      any Distribution Report on Form 10-D in respect of the Trust, the related
      Servicer shall provide to the Master Servicer notice of the occurrence of any
      of
      the following events along with all information, data, and materials related
      thereto as may be required to be included in the related Distribution Report
      on
      Form 10-D (as specified in the provisions of Regulation AB referenced
      below):

     

    (A) any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B) material
      breaches of pool asset representations or warranties or transaction covenants
      (Item 1121(a)(12) of Regulation AB); and

     

    (C) any
      material pool asset changes (such as, additions, substitutions or repurchases)
      relating to the Mortgage Loans serviced by the related Servicer (Item
      1121(a)(14) of Regulation AB).

     

    (d) Each
      Servicer shall provide to the Securities Administrator and Master Servicer
      such
      additional information as the Securities Administrator and the Master Servicer
      may reasonably request, including evidence of the authorization of the person
      signing any certification or statement, financial information and reports and
      of
      the fidelity bond and errors and omissions insurance policy required to be
      maintained by the related Servicer pursuant to this Agreement, and such other
      information related to the related Servicer or its performance hereunder.


     

    SECTION
      3.21. Access
      to
      Certain Documentation.

     

    Each
      Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
      other federal or state banking or insurance regulatory authority that may
      exercise authority over any Certificate Owner, access to the documentation
      regarding the related Mortgage Loans required by applicable laws and
      regulations. Such access shall be afforded without charge, but only upon
      reasonable request and during normal business hours at the offices of the
      related Servicer designated by it. Nothing in this Section 3.21 shall limit
      the
      obligation of the Servicers to comply with any applicable law prohibiting
      disclosure of information regarding the Mortgagors and the failure of a Servicer
      to provide access as provided in this Section as a result of such obligation
      shall not constitute a breach of this Section. Nothing in this Section 3.21
      shall require the Servicers to collect, create, collate or otherwise generate
      any information that it does not generate in its usual course of business.
      The
      Servicers shall not be required to make copies of or ship documents to any
      Person unless provisions have been made for the reimbursement of the costs
      thereof. 

     

     


    
      
        
        

      

      
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    SECTION
      3.22. Title,
      Management and Disposition of REO Property.

     

    (a) The
      deed
      or certificate of sale of any REO Property related to a Mortgage Loan shall
      be
      taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
      and for the benefit of the Certificateholders and the Certificate Insurer.
      The
      related Servicer, on behalf of REMIC I, shall either sell any REO Property
      by
      the close of the third calendar year following the calendar year in which REMIC
      I 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 sixty
      (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 related Servicer had
      delivered to the Trustee and the Certificate Insurer an Opinion of Counsel,
      addressed to the Trustee, the Depositor and the Certificate Insurer, to the
      effect that the holding by REMIC I of such REO Property subsequent to three
      (3)
      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 are outstanding.
      Each Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Certificateholders and the Certificate Insurer solely for the purpose of
      its
      prompt disposition and sale in a manner which does not cause such REO Property
      to fail to qualify as “foreclosure property” within the meaning of Section
      860G(a)(8) 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.

     

    (b) Each
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee, on behalf of the Trust Fund and for
      the benefit of the Certificateholders and the Certificate Insurer (the “REO
      Account”), which shall be an Eligible Account. The Servicers shall be permitted
      to allow the related Collection Account to serve as the REO Account, subject
      to
      the maintenance of separate ledgers for each REO Property. The Servicers shall
      be entitled to retain or withdraw any interest income paid on funds deposited
      in
      the related REO Account.

     

    (c) The
      Servicers shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property related to a Mortgage Loan serviced by it
      as
      are consistent with the manner in which the related Servicer manages and
      operates similar property owned by it or any of its Affiliates, all on such
      terms and for such period as the related Servicer deems to be in the best
      interests of Certificateholders and the Certificate Insurer. In connection
      therewith, the related Servicer shall deposit, or cause to be deposited in
      the
      clearing account in which it customarily deposits payments and collections
      on
      mortgage loans in connection with its mortgage loan servicing activities on
      a
      daily basis, and in no event more than one (1) Business Day after the related
      Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in
      no event more than two (2) Business Days after the deposit of good funds into
      the clearing account, all revenues received by it with respect to an REO
      Property related to a Mortgage Loan serviced by it and shall withdraw therefrom
      funds necessary for the proper operation, management and maintenance of such
      REO
      Property including, without limitation:

     


    
      
        
        

      

      
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    (i) all
      insurance premiums due and payable in respect of such REO Property;

     

    (ii) all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii) all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the related Servicer shall
      advance from its own funds such amount as is necessary for such purposes if,
      but
      only if, the related Servicer would make such advances if such Servicer owned
      the REO Property and if in such Servicer’s judgment, the payment of such amounts
      will be recoverable from the rental or sale of the REO Property.

     

    Subject
      to compliance with applicable laws and regulations as shall at any time be
      in
      force, and notwithstanding the foregoing, the Servicers, on behalf of the Trust
      Fund, shall not:

     

    (i) enter
      into, renew or extend any New Lease with respect to any REO Property, if the
      New
      Lease by its terms will give rise to any income that does not constitute Rents
      from Real Property;

     

    (ii) permit
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (iii) authorize
      or permit any construction on any REO Property, other than the completion of
      a
      building or other improvement thereon, and then only if more than ten percent
      of
      the construction of such building or other improvement was completed before
      default on the related Mortgage Loan became imminent, all within the meaning
      of
      Section 856(e)(4)(B) of the Code; or

     

    (iv) allow
      any
      Person to Directly Operate any REO Property on any date more than ninety (90)
      days after its date of acquisition by the Trust Fund;

     


    
      
        
        

      

      
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    unless,
      in any such case, the related Servicer has obtained an Opinion of Counsel,
      provided to the related Servicer, the Certificate Insurer and the Trustee,
      to
      the effect that such action will not cause such REO Property to fail to qualify
      as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
      at any time that it is held by REMIC I, in which case the related Servicer
      may
      take such actions as are specified in such Opinion of Counsel.

     

    The
      Servicers may contract with any Independent Contractor for the operation and
      management of any REO Property, provided that:

     

    (i) the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (ii) any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the related
      Servicer as soon as practicable, but in no event later than thirty (30) days
      following the receipt thereof by such Independent Contractor;

     

    (iii) none
      of
      the provisions of this Section 3.22(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the related Servicer of any of its duties and obligations to the Trustee on
      behalf of the Trust Fund and for the benefit of the Certificateholders with
      respect to the operation and management of any such REO Property;
      and

     

    (iv) the
      related Servicer shall be obligated with respect thereto to the same extent
      as
      if it alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    The
      Servicers shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the related Servicer by such Independent
      Contractor, and nothing in this Agreement shall be deemed to limit or modify
      such indemnification. The related Servicer shall be solely liable for all fees
      owed by it to any such Independent Contractor, irrespective of whether such
      Servicer’s compensation pursuant to Section 3.15 is sufficient to pay such fees.
      Any such agreement shall include a provision that such agreement may be
      immediately terminated by any successor servicer without fee, in the event
      the
      related Servicer shall for any reason, no longer be the Servicer of the related
      Mortgage Loans (including termination due to a Servicer Event of
      Default).

     

    (d) In
      addition to the withdrawals permitted under Section 3.22(c), the Servicers
      may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself unpaid Servicing Fees in respect of the related Mortgage
      Loan;
      and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing
      Advances and Advances made in respect of such REO Property or the related
      Mortgage Loan. On the Servicer Remittance Date, the related Servicer shall
      withdraw from each REO Account and deposit into the Distribution Account in
      accordance with Section 3.08(d)(ii), for distribution on the related
      Distribution Date in accordance with Section 5.01, the income from the related
      REO Property received during the prior calendar month, net of any withdrawals
      made pursuant to Section 3.22(c) or this Section 3.22(d).

     


    
      
        
        

      

      
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    (e) Subject
      to the time constraints set forth in Section 3.22(a), each REO Disposition
      shall
      be carried out by the Servicers at such price and upon such terms and conditions
      as the related Servicer shall deem necessary or advisable, as shall be normal
      and usual in accordance with Accepted Servicing Practices.

     

    (f) The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer as provided above, shall be deposited in the
      Distribution Account in accordance with Section 3.08(d)(ii) on the Servicer
      Remittance Date in the month following the receipt thereof for distribution
      on
      the related Distribution Date in accordance with Section 5.01. Any REO
      Disposition shall be for cash only (unless changes in the REMIC Provisions
      made
      subsequent to the Startup Day allow a sale for other
      consideration).

     

    (g) Each
      Servicer shall file information returns (and shall provide a certification
      of a
      Servicing Officer to the Master Servicer that such filings have been made)
      with
      respect to the receipt of mortgage interest received in a trade or business,
      reports of foreclosures and abandonments of any Mortgaged Property and
      cancellation of indebtedness income with respect to any Mortgaged Property
      as
      required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
      reports shall be in form and substance sufficient to meet the reporting
      requirements imposed by such Sections 6050H, 6050J and 6050P of the
      Code.

     

    SECTION
      3.23. Obligations
      of the Servicers in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    Each
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on or before 12:00 noon New York time on the Servicer
      Remittance Date from its own funds an amount equal to the lesser of (i) the
      aggregate amount of the Prepayment Interest Shortfalls attributable to Principal
      Prepayments in full on the related Mortgage Loans for the related Distribution
      Date resulting solely from voluntary Principal Prepayments received by the
      Servicer during the portion of the related Prepayment Period occurring between
      the sixteenth (16th)
      day of
      the month preceding the month in which the related Distribution Date occurs
      and
      ending on the last day of such month and (ii) (A) with respect to Ocwen, the
      aggregate amount of the servicing fee payable to Ocwen at the Ocwen Servicing
      Fee Rate on such Distribution Date with respect to the related Mortgage Loans
      and (B) with respect to GMAC, the aggregate amount of the servicing fee payable
      to GMAC at the GMAC Servicing Fee Rate on such Distribution Date with respect
      to
      the related Mortgage Loans. The Servicers shall not have the right to
      reimbursement for any amounts remitted to the Securities Administrator in
      respect of this Section 3.23. The Servicers shall not be obligated to pay the
      amounts set forth in this Section 3.23 with respect to shortfalls resulting
      from
      the application of the Relief Act.

     

     


    
      
        
        

      

      
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    SECTION
      3.24. Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly Payments.

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Scheduled Principal Balances that were made by the related
      Servicer in a manner not consistent with the terms of the related Mortgage
      Note
      and this Agreement, such Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
      Administrator, the Master Servicer, the Depositor, the Certificate Insurer
      and
      any successor servicer in respect of any such liability. Such indemnities shall
      survive the termination or discharge of this Agreement. Notwithstanding the
      foregoing, this Section 3.24 shall not limit the ability of the related Servicer
      to seek recovery of any such amounts from the related Mortgagor under the terms
      of the related Mortgage Note and Mortgage, to the extent permitted by applicable
      law.

     

    SECTION
      3.25. Reserve
      Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
      National Association, in trust for the registered holders of ACE Securities
      Corp. Home Equity Loan Trust, Series 2007-SL2, Asset Backed Pass-Through
      Certificates.” On the Closing Date, the Depositor will deposit, or cause to be
      deposited, into the Reserve Fund $1,000. In addition, the amount deposited
      in
      the Reserve Fund shall be increased by any payments received by the Securities
      Administrator under the Cap Contract and deposited into the Reserve Fund for
      the
      benefit of the Class A Certificates.

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(c)(7)(vii), rather than distributing
      such amounts to the Class CE-1 Certificateholders pursuant to Section
      5.01(c)(7)(ix). On each such Distribution Date, the Securities Administrator
      shall hold all such amounts for the benefit of the Holders of the Class A
      Certificates and will distribute such amounts to the Holders of the Class A
      Certificates, in the amounts and priorities set forth in Section 5.01(c). If
      no
      Net WAC Rate Carryover Amounts are payable on a Distribution Date, the
      Securities Administrator shall deposit, into the Reserve Fund on behalf of
      the
      Class CE-1 Certificateholders, from amounts otherwise distributable to the
      Class
      CE-1 Certificateholders, an amount such that when added to other amounts already
      on deposit in the Reserve Fund, the aggregate amount on deposit therein is
      equal
      to $1,000.

     

    (c) The
      Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund be disregarded as an entity
      separate from the Holder of the Class CE-1 Certificates unless and until the
      date when either (a) there is more than one Class CE-1 Certificateholder or
      (b)
      any Class of Certificates in addition to the Class CE-1 Certificates is
      recharacterized as an equity interest in the Reserve Fund for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Reserve
      Fund be treated as a partnership. The Master Servicer shall not be required
      to
      prepare and file partnership tax returns in respect of such partnership unless
      it receives additional reasonable compensation (not to exceed $10,000 per year)
      for the preparation of such filings, written notification recognizing the
      creation of a partnership agreement or comparable documentation evidencing
      the
      partnership. All amounts deposited into the Reserve Fund (other than the initial
      deposit therein of $1,000 and any amounts paid to the Reserve Fund from the
      Cap
      Contract) shall be treated as amounts distributed by REMIC III to the Holders
      of
      the Class CE-1 Certificates. Upon the termination of the Trust Fund, or the
      payment in full of the Class A Certificates, all amounts remaining on deposit
      in
      the Reserve Fund will be released by the Trust Fund and distributed to the
      Class
      CE-1 Certificateholders or their designees. The Reserve Fund will be part of
      the
      Trust Fund but not part of any REMIC and any payments to the Holders of the
      Class A Certificates of Net WAC Rate Carryover Amounts will not be payments
      with
      respect to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     


    
      
        
        

      

      
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    (d) By
      accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
      agrees that the Securities Administrator will deposit into the Reserve Fund
      the
      amounts described above on each Distribution Date rather than distributing
      such
      amounts to the Class CE-1 Certificateholders. By accepting a Class CE-1
      Certificate, each Class CE-1 Certificateholder further agrees that its agreement
      to such action by the Securities Administrator is given for good and valuable
      consideration, the receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    (e) At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE-1
      Certificates, the Securities Administrator shall direct any Depository
      Institution maintaining the Reserve Fund to invest the funds in such account
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the
      Securities Administrator or an Affiliate manages or advises such investment,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE-1 Certificates fail to provide investment instructions, funds on deposit
      in
      the Reserve Fund shall be held uninvested by the Securities Administrator
      without liability for interest or compensation.

     

    (f) For
      federal tax return and information reporting, the right of the Class A
      Certificateholders to receive payments from the Reserve Fund and the
      Supplemental Interest Trust in respect of any Net WAC Rate Carryover Amount
      shall be assigned a value of $554,700.

     

    (g) In
      the
      event that the Cap Contract is terminated prior to the Distribution Date in
      January 2008, other than in connection with the optional termination of the
      trust, the Securities Administrator, at the direction of the Depositor, shall
      use reasonable efforts to appoint a successor cap counterparty to enter into
      a
      new interest rate cap contact on terms substantially similar to the Cap
      Contract, with a successor cap counterparty meeting all applicable eligibility
      requirements. The Securities Administrator will apply any cap agreement
      termination payments paid by the Cap Counterparty in connection with such early
      termination to the upfront payment required to appoint the successor cap
      counterparty. If the Securities Administrator is unable to locate a qualified
      successor cap counterparty within thirty (30) days of the Early Termination
      Date
      (as defined in the Cap Contract), any cap agreement termination payments paid
      by
      the Cap Counterparty will be deposited into a separate non-interest bearing
      Eligible Account and the Securities Administrator, on each subsequent
      Distribution Date (until the termination date of the Cap Contract or the
      appointment of a successor cap counterparty), will withdraw from the amount
      then
      remaining on deposit in such reserve account an amount equal to the payment,
      if
      any, that would have been paid to the Securities Administrator by the original
      Cap Counterparty calculated in accordance with the terms of the original Cap
      Contract, and distribute such amount to the holders of the Certificates in
      accordance with Section 5.01.

     


    
      
        
        

      

      
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    (h) In
      the
      event that the Cap Counterparty fails to perform any of its obligations under
      the Cap Contract (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 an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Cap Contract)
      occurs with respect to the related Cap Contract, the Securities Administrator
      shall immediately, but no later than the next Business Day following actual
      notice of such failure or breach, notify the Depositor and send any notices
      and
      make any demands, on behalf of the Holders of the Class A Certificates, required
      to enforce the rights under the Cap Contract. 

     

    (i) In
      the
      event that the Cap Counterparty’s obligations are guaranteed by a third party
      under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and
      such third party the “Guarantor”), then to the extent that the Cap Counterparty
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Cap Contract, the Securities Administrator
      shall, as soon as practicable, but no later than two (2) business days after
      the
      Swap Provider’s failure to pay, demand that the Guarantor make any and all
      payments then required to be made by the Guarantor pursuant to such Guaranty;
      provided, that the Securities Administrator shall in no event be liable for
      any
      failure or delay in the performance by the Cap Counterparty or any Guarantor
      of
      its obligations hereunder or pursuant to the Cap Contract and the Guaranty,
      nor
      for any special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits) in connection
      therewith.

     

    SECTION
      3.26. Advance
      Facility.

     

    (a) Notwithstanding
      anything to the contrary contained herein, (i) each Servicer is hereby
      authorized to enter into an advance facility (“Advance Facility”) but no more
      than two Advance Facilities without the prior written consent of the Trustee
      and
      by with the Certificate Insurer, which consent shall not be unreasonably
      withheld, under which (A) the related Servicer sells, assigns or pledges to
      an
      advancing person (an “Advance Financing Person”) its rights under this Agreement
      to be reimbursed for any P&I Advances or Servicing Advances and/or (B) an
      Advance Financing Person agrees to finance some or all P&I Advances or
      Servicing Advances required to be made by the related Servicer pursuant to
      this
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    and
      (ii)
      the related Servicer is hereby authorized to assign its rights to the Servicing
      Fee (which rights shall terminate upon the resignation, termination or removal
      of the Servicer pursuant to the terms of this Agreement) or pledge its servicing
      rights; it being understood that neither the Trust Fund nor any party hereto
      shall have a right or claim (including without limitation any right of offset)
      to any amounts for reimbursement of P&I Advances or Servicing Advances so
      assigned or to the portion of the Servicing Fee so assigned or the servicing
      rights so pledged; it being further understood that any pledgee of the servicing
      rights will not have the right to remove or replace the Servicer, assume
      servicing itself without the consent of the Certificate Insurer or prevent
      the
      removal of the related Servicer as directed by the Certificate Insurer. Any
      purported transfer of servicing by a pledgee without the Certificate Insurer’s
      consent shall be null and void. Subject to the provisions of the first sentence
      of this Section 3.26(a), no consent of the Depositor, Trustee, Master Servicer,
      Certificateholders or any other party is required before a Servicer may enter
      into an Advance Facility, but the related Servicer shall provide notice to
      the
      Depositor, Master Servicer, the Trustee and the Certificate Insurer of the
      existence of any such Advance Facility promptly upon the consummation thereof
      stating (a) the identity of the Advance Financing Person and (b) the identity
      of
      any Person (“Servicer’s Assignee”) who has the right to receive amounts in
      reimbursement of previously unreimbursed P&I Advances or Servicing Advances.
      Notwithstanding the existence of any Advance Facility under which an advancing
      person agrees to finance P&I Advances and/or Servicing Advances on the
      related Servicer’s behalf, such Servicer shall remain obligated pursuant to this
      Agreement to make P&I Advances and Servicing Advances pursuant to and as
      required by this Agreement, and shall not be relieved of such obligations by
      virtue of such Advance Facility.

     

    (b) Reimbursement
      amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
      respect of P&I Advances and/or Servicing Advances made with respect to the
      related Mortgage Loans for which the related Servicer would be permitted to
      reimburse itself in accordance with this Agreement, assuming the Servicer had
      made the related P&I Advance(s) and/or Servicing Advance(s).

     

    (c) The
      related Servicer shall maintain and provide to any successor servicer (with,
      upon request, a copy to the Trustee) a detailed accounting on a loan-by-loan
      basis as to amounts advanced by, pledged or assigned to, and reimbursed to
      any
      Advance Financing Person. The successor servicer shall be entitled to rely
      on
      any such information provided by the predecessor servicer, and the successor
      servicer shall not be liable for any errors in such information.

     

    (d) Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I Advances or Servicing Advances (as the case may
      be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO)
      basis. The documentation establishing any Advance Facility shall require the
      related Servicer to provide to the related Advance Financing Person or its
      designee loan-by-loan information with respect to each such reimbursement amount
      distributed to such Advance Financing Person or Advance Facility trustee on
      each
      Distribution Date, to enable the Advance Financing Person or Advance Facility
      trustee to make the FIFO allocation of each such reimbursement amount with
      respect to each Mortgage Loan. The related Servicer shall remain entitled to
      be
      reimbursed by the Advance Financing Person or Advance Facility trustee for
      all
      P&I Advances and Servicing Advances funded by the related Servicer to the
      extent the related rights to be reimbursed therefor have not been sold, assigned
      or pledged to an Advance Financing Person.

     


    
      
        
        

      

      
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    (e) Any
      amendment to this Section 3.26 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 3.26, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the
      Depositor, and the related Servicer with the consent of the Certificate Insurer
      but without the consent of any Certificateholder, notwithstanding anything
      to
      the contrary in this Agreement, provided, that the Trustee has been provided
      an
      Opinion of Counsel that such amendment is authorized hereunder and has no
      material adverse effect on the Certificateholders, 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; provided, further, that the amendment
      shall not be deemed to adversely affect in any material respect the interests
      of
      the Certificateholders if the Person requesting the amendment obtains a letter
      from each Rating Agency (instead of obtaining an Opinion of Counsel to such
      effect) stating that the amendment would not result in the downgrading or
      withdrawal of the respective ratings then assigned to the Certificates; it
      being
      understood and agreed that any such rating letter in and of itself will not
      represent a determination as to the materiality of any such amendment and will
      represent a determination only as to the credit issues affecting any such
      rating. Prior to entering into an Advance Facility, the related Servicer shall
      notify the lender under such facility in writing that: (a) the P&I Advances
      and/or Servicing Advances financed by and/or pledged to the lender are
      obligations owed to the related Servicer on a non-recourse basis payable only
      from the cash flows and proceeds received under this Agreement for reimbursement
      of P&I Advances and/or Servicing Advances only to the extent provided
      herein, and neither the Master Servicer, the Securities Administrator, the
      Trustee, the Trust nor the Certificate Insurer are otherwise obligated or liable
      to repay any P&I Advances and/or Servicing Advances financed by the lender;
      (b) the related Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

     

    (f) The
      related Servicer shall indemnify the Master Servicer, the Securities
      Administrator, the Trustee, the Trust Fund and the Certificate Insurer for
      any
      cost, liability or expense relating to the Advance Facility including, without
      limitation, a claim, pending or threatened, by an Advance Financing
      Person.

     

    SECTION
      3.27. Indemnification.

     

    Each
      Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
      Administrator and the Certificate Insurer, from, and hold the Trustee, Master
      Servicer and the Securities Administrator and the Certificate Insurer harmless
      against, any loss, liability or expense (including reasonable attorney’s fees
      and expenses) incurred by any such Person by reason of the related Servicer’s
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    performance
      of its duties under this Agreement or by reason of the related Servicer’s
      reckless disregard of its obligations and duties under this Agreement. Such
      indemnity shall survive the termination or discharge of this Agreement and
      the
      resignation or removal of the related Servicer, the Trustee, the Master Servicer
      and the Securities Administrator. Any payment hereunder made by the a Servicer
      to any such Person shall be from such Servicer’s own funds, without
      reimbursement from REMIC I therefor.

     


    
      
        
        

      

      
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    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING

    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01. Master
      Servicer.

     

    The
      Master Servicer shall, from and after the Closing Date supervise, monitor and
      oversee the obligations of the Servicers under this Agreement to service and
      administer the Mortgage Loans in accordance with the terms of this Agreement
      and
      shall have full power and authority to do any and all things which it may deem
      necessary or desirable in connection with such master servicing and
      administration. In performing its obligations hereunder, the Master Servicer
      shall act in a manner consistent with Accepted Master Servicing Practices.
      Furthermore, the Master Servicer shall oversee and consult with the Servicers
      as
      necessary from time-to-time to carry out the Master Servicer’s obligations
      hereunder, shall receive, review and evaluate all reports, information and
      other
      data provided to the Master Servicer by the Servicers and shall cause each
      Servicer to perform and observe the covenants, obligations and conditions to
      be
      performed or observed by such Servicer under this Agreement. The Master Servicer
      shall independently and separately monitor each Servicer’s servicing activities
      with respect to each Mortgage Loan, reconcile the results of such monitoring
      with such information provided in the previous sentence on a monthly basis and
      coordinate corrective adjustments to each Servicer’s and Master Servicer’s
      records, and based on such reconciled and corrected information, prepare the
      statements specified in Section 5.03 and any other information and statements
      required to be provided by the Master Servicer hereunder. The Master Servicer
      shall reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of each Servicer to the Distribution Account pursuant to the terms
      hereof based on information provided to the Master Servicer by each
      Servicer.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to it necessary or
      appropriate to enable the Servicer and the Master Servicer to service and
      administer the Mortgage Loans and REO Properties. The Trustee shall have no
      responsibility for any action of the Master Servicer or the Servicers pursuant
      to any such limited power of attorney and shall be indemnified by the Master
      Servicer or the related Servicer, as applicable, for any cost, liability or
      expense incurred by the Trustee in connection with such Person’s misuse of any
      such power of attorney.

     

    The
      Trustee, the Custodians and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodians
      or
      the Securities Administrator regarding the Mortgage Loans and REO Property
      and
      the servicing thereof to the Certificateholders, the Certificate Insurer, 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 Custodians or the Securities
      Administrator; provided, however, that, unless otherwise required by law, none
      of the Trustee, the Custodians 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
      Custodians 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
      Custodians’ or the Securities Administrator’s actual costs.

     


    
      
        
        

      

      
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    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 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 Mortgage 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. REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such 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 to assure such continuing
      treatment. In particular, the Trustee shall not (a) 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 2.03
      of
      this Agreement, as applicable, accept any contribution to any REMIC after the
      Startup Day without receipt of an Opinion of Counsel stating that such
      contribution will not result in an Adverse REMIC Event as defined in Section
      11.01(f).

     

    SECTION
      4.03. Monitoring
      of Servicers.

     

    (a) The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicers with their respective duties under this Agreement. In the review
      of a
      Servicer’s activities, the Master Servicer may rely upon an Officer’s
      Certificate of the related Servicer with regard to the related Servicer’s
      compliance with the terms of this Agreement. In the event that the Master
      Servicer, in its judgment, determines that a Servicer should be terminated
      in
      accordance with the terms hereof or that a notice should be sent pursuant to
      the
      terms hereof with respect to the occurrence of an event that, unless cured,
      would constitute a Servicer Event of Default, the Master Servicer shall notify
      the related Servicer, the Sponsor, the Trustee and the Certificate Insurer
      thereof and the Master Servicer shall issue such notice or take such other
      action as it deems appropriate, subject to the rights of the Certificate Insurer
      hereunder.

     

    (b) The
      Master Servicer, for the benefit of the Trustee, the Certificateholders and
      the
      Certificate Insurer, shall enforce the obligations of the Servicers under this
      Agreement and shall, in the event that a Servicer fails to perform its
      obligations in accordance with this Agreement, subject to this Section and
      Article VIII, notify the Trustee and the Certificate Insurer and the Trustee
      may
      terminate the rights and obligations of the related Servicer hereunder in
      accordance with and subject to the provisions of Article VIII. In the event
      the
      rights and obligations of a Servicer (or any successor thereto) are terminated,
      the Master Servicer shall act as servicer of the related Mortgage Loans or
      a
      successor servicer shall be appointed in accordance with the provisions of
      Article VIII. 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, in its good faith business judgment, would require were it the owner
      of the Mortgage Loans. The Master Servicer shall pay the costs of such
      enforcement at its own expense, provided that the Master Servicer shall not
      be
      required to prosecute or defend any legal action except to the extent that
      the
      Master Servicer shall have received reasonable indemnity for its costs and
      expenses in pursuing such action.

     


    
      
        
        

      

      
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    (c) The
      Master Servicer shall be entitled to be reimbursed by the Servicers (or from
      amounts on deposit in the Distribution Account if the related Servicer is unable
      to fulfill its obligations hereunder) for all reasonable out-of-pocket or third
      party costs associated with the transfer of servicing from the predecessor
      Servicer (or if the predecessor Servicer is the Master Servicer, from the
      Servicer immediately preceding the Master Servicer), including without
      limitation, any reasonable out-of-pocket or third party costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      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 properly and effectively, upon presentation of reasonable
      documentation of such costs and expenses.

     

    (d) The
      Master Servicer shall require the Servicers to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    (e) If
      the
      Master Servicer acts as a successor to a Servicer, it will not assume any
      liability for the representations and warranties of the terminated
      Servicer.

     

    SECTION
      4.04. Fidelity
      Bond.

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicers or
      trustees.

     

    SECTION
      4.05. 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
      Article XI, 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 Mortgage Loan, in each 

     


    
      
        
        

      

      
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    case,
      in
      accordance with the provisions of this Agreement; provided, however, that the
      Master Servicer shall not (and, consistent with its responsibilities under
      Section 4.03, shall not permit a 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 REMIC I, REMIC II or REMIC III 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 and the Certificate Insurer 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 REMIC I, REMIC II or REMIC III
      to
      fail to qualify as a REMIC or result in the imposition of a tax upon REMIC
      I,
      REMIC II or REMIC III, as the case may be. The Trustee shall furnish the Master
      Servicer, upon written request from a Servicing Officer, with any powers of
      attorney prepared and delivered to it and reasonably acceptable to it by
      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 prepared and delivered
      to
      it and reasonably acceptable to it, as the Master Servicer or the related
      Servicer may request, to enable the Master Servicer to master service and
      administer the Mortgage Loans and carry out its duties hereunder, in each case
      in accordance with Accepted Master Servicing Practices (and the Trustee shall
      have no liability for misuse of any such powers of attorney by the Master
      Servicer or the related Servicer and shall be indemnified by the Master Servicer
      or the related Servicer, as applicable, for any cost, liability or expense
      incurred by the Trustee in connection with such Person’s use or misuse of any
      such power of attorney). 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. 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
      in
      the name of the Trustee, be deemed to be the agent of the Trustee.

     

    SECTION
      4.06. Due-on-Sale
      Clauses; Assumption Agreements.

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicers to enforce such clauses in accordance with
      this Agreement. If applicable law prohibits the enforcement of a due-on-sale
      clause or such clause is otherwise not enforced in accordance with this
      Agreement and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with this
      Agreement.

     

     


    
      
        
        

      

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

     

    (a) The
      Master Servicer shall transmit to the Trustee or the applicable 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 applicable 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 or Insurance Proceeds in respect of any
      Mortgage Loan shall be remitted to the Securities Administrator for deposit
      in
      the Distribution Account. The Master Servicer shall, and, subject to Section
      3.21 of this Agreement, shall cause the Servicers to, provide access to
      information and documentation regarding the related Mortgage Loans to the
      Trustee and the Certificate Insurer, 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 Office
      of Thrift Supervision, 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
      Office of Thrift Supervision 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.

     

    (b) 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 remitted to the Securities Administrator for deposit in
      the
      Distribution Account.

     

    SECTION
      4.08. Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of the Servicers
      under this Agreement 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. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in Section 3.11 of this Agreement 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.

     

    SECTION
      4.09. Presentment
      of Claims and Collection of Proceeds.

     

    The
      Master Servicer shall enforce each Servicer’s obligations under this Agreement
      to prepare and present on behalf of the Trustee, the Certificate Insurer 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 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.

     

     


    
      
        
        

      

      
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    SECTION
      4.10. Reserved.

     

    SECTION
      4.11. Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the applicable 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 have
      otherwise fulfilled their respective obligations under this Agreement the
      Trustee or the applicable 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 related Custodial Agreement. The Master Servicer shall
      promptly deliver or cause to be delivered to the Trustee or the applicable
      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
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall cause the Servicers to foreclose upon, repossess or
      otherwise comparably convert the ownership of Mortgaged Properties securing
      such
      of the Mortgage Loans serviced by such Servicer as come into and continue in
      default and as to which no satisfactory arrangements can be made for collection
      of delinquent payments, all in accordance with this Agreement.

     

    SECTION
      4.13. Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10. The compensation payable to the Master
      Servicer in respect of any Distribution Date shall be reduced in accordance
      with
      Section 4.19. 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.

     

    SECTION
      4.14. REO
      Property.

     

    (a) 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 related Certificateholders. The Master
      Servicer shall cause the Servicers to sell, any REO Property as expeditiously
      as
      possible and in accordance with the provisions of this Agreement. Further,
      the
      Master Servicer shall cause the Servicers to sell any REO Property prior to
      three years after the end of the calendar year of its acquisition by REMIC
      I
      unless (i) the Trustee shall have been supplied by the related Servicer with
      an
      Opinion of Counsel to the effect that the holding by the Trust Fund of such
      REO
      Property subsequent to such three-year period will not result in the imposition
      of taxes on “prohibited transactions” of any REMIC hereunder as defined in
      section 860F of the Code or cause any REMIC hereunder to fail to qualify as
      a
      REMIC at any time that any Certificates are outstanding, in which case the
      Trust
      Fund may continue to hold such Mortgaged Property (subject to any conditions
      contained in such Opinion of Counsel) or (ii) the related Servicer shall have
      applied for, prior to the expiration of such three-year period, an extension
      of
      such three-year period in the manner contemplated by Section 856(e)(3) of the
      Code, in which case the three-year period shall be extended by the applicable
      extension period. The Master Servicer shall cause the Servicers to protect
      and
      conserve, such REO Property in the manner and to the extent required by this
      Agreement in accordance with the REMIC Provisions and in a manner that does
      not
      result in a tax on “net income from foreclosure property” or cause such REO
      Property to fail to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code.

     


    
      
        
        

      

      
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    (b) The
      Master Servicer shall cause the Servicers to deposit all funds collected and
      received in connection with the operation of any REO Property into the related
      REO Account.

     

    SECTION
      4.15. Master
      Servicer Annual Statement of Compliance.

     

    (a) The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant engaged by
      it to
      deliver) to the Depositor, the Securities Administrator and the Certificate
      Insurer 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, or such other applicable
      agreement in the case of an Additional Servicer or Servicing Function
      Participant, has been made under such officer’s supervision and (B) to the best
      of such officer’s knowledge, based on such review, such party has fulfilled all
      its obligations under this Agreement, or such other applicable agreement in
      the
      case of an Additional Servicer or Servicing Function Participant, in all
      material respects throughout such year or portion thereof, or, if there has
      been
      a failure to fulfill any such obligation in any material respect, specifying
      each such failure known to such officer and the nature and status thereof.
      

     

    (b) The
      Master Servicer shall include all annual statements of compliance received
      by it
      with its own annual statement of compliance to be submitted to the Securities
      Administrator pursuant to this Section 4.15. 

     

    (c) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15(c) or to such other applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     


    
      
        
        

      

      
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    (d) Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee (in addition to whatever rights the Trustee may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance) may, with the prior written consent
      of the Certificate Insurer or shall, at the direction of the Certificate
      Insurer, terminate all the rights and obligations of the Master Servicer under
      this Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Master Servicer for the same. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    (e) Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder and the Certificate Insurer upon request, by the Master
      Servicer or by the Securities Administrator at the Master Servicer’s expense if
      the Master Servicer failed to provide such copies (unless (i) the Master
      Servicer shall have failed to provide the Securities Administrator with such
      statement or (ii) the Securities Administrator shall be unaware of the Master
      Servicer’s failure to provide such statement).

     

    SECTION
      4.16. Master
      Servicer Assessments of Compliance. 

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      5.06(d), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      

     

    (b) No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer shall forward to the Securities Administrator
      and
      to the Depositor the name of each Servicing Function Participant engaged by
      it
      and what Relevant Servicing Criteria will be addressed in the report on
      assessment of compliance prepared by such Servicing Function Participant
      (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administrator
      are the same Person). When the Master Servicer and the Securities Administrator
      (or any Servicing Function Participant engaged by them) submit their assessments
      to the Securities Administrator, such parties will also at such time include
      the
      assessment (and attestation pursuant to Section 4.17) of each Servicing Function
      Participant engaged by it. 

     

    (c) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit E and notify
      the Depositor of any exceptions.

     


    
      
        
        

      

      
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    (d) 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 4.16.


     

    (e) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide a report on assessment of compliance
      pursuant to this Section 4.16(e) or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation. 

     

    (f) Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee (in addition to whatever rights the Trustee may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance) may, with the prior written consent
      of the Certificate Insurer or shall, at the direction of the Certificate
      Insurer, terminate all the rights and obligations of the Master Servicer under
      this Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Master Servicer for the same. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    SECTION
      4.17. Master
      Servicer Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

     


    
      
        
        

      

      
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    (b) Promptly
      after receipt of such assessment of compliance and attestation report from
      the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions.

     

    (c) The
      Master Servicer shall include each such attestation furnished to it from the
      Servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section 4.17. 

     

    (d) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable custodial agreement or servicing or sub-servicing agreement in the
      case of a Servicing Function Participant, as the case may be, such party shall
      cause a registered public accounting firm to provide an attestation pursuant
      to
      this Section 4.17, or such other applicable agreement, notwithstanding any
      such
      termination, assignment or resignation.

     

    (e) Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee (in addition to whatever rights the Trustee may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance) may, with the prior written consent
      of the Certificate Insurer or shall, at the direction of the Certificate
      Insurer, terminate all the rights and obligations of the Master Servicer under
      this Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Master Servicer for the same. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall include
      the Sarbanes-Oxley Certification required to be included therewith pursuant
      to
      the Sarbanes-Oxley Act. Each of the Master Servicer and the Securities
      Administrator shall provide, and shall cause any Servicing Function Participant
      engaged by it to provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying Person”), by March 15 of each year in which the
      Trust is subject to the reporting requirements of the Exchange Act and otherwise
      within a reasonable period of time upon request, a certification (each, a
“Back-Up Certification”), in the form attached hereto as Exhibit C-1, upon which
      the Certifying Person, the entity for which the Certifying Person acts as an
      officer, and such entity’s officers, directors and Affiliates (collectively with
      the Certifying Person, “Certification Parties”) can reasonably rely. The senior
      officer of the Master Servicer in charge of the master servicing function shall
      serve as the Certifying Person on behalf of the Trust. Such officer of the
      Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by any such
      party is terminated, assigns its rights or duties under, or resigns pursuant
      to
      the terms of this Agreement, or any applicable sub-servicing agreement, as
      the
      case may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was
      subject to this Agreement or any applicable sub-servicing agreement, as the
      case
      may be. Notwithstanding the foregoing, (i) the Master Servicer and the
      Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be obligated
      to
      sign the Sarbanes-Oxley Certification in the event that it does not receive
      any
      Back-Up Certification required to be furnished to it pursuant to this
      Section.

     

     


    
      
        
        

      

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

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicers with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicers and (ii) the aggregate amount of the
      compensation payable to the Master Servicer for such Distribution Date in
      accordance with Section 4.13, without reimbursement therefor.

     

    SECTION
      4.20. Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, each Servicer shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this Section
      4.20. The Master Servicer or a third party reasonably acceptable to the Master
      Servicer and the Depositor (the “Verification Agent”) will perform such
      verification duties and will use its best efforts to issue its findings in
      a
      report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to the related
      Servicer and shall notify the related Servicer if the Master Servicer has
      determined that such Servicer did not deliver the appropriate Prepayment Charge
      to the Securities Administrator in accordance with this Agreement. Such written
      notification from the Master Servicer shall include the loan number, prepayment
      penalty code and prepayment penalty amount as calculated by the Master Servicer
      or the Verification Agent, as applicable, of each Mortgage Loan for which there
      is a discrepancy. If the related Servicer agrees with the verified amounts,
      such
      Servicer shall adjust the immediately succeeding Servicer Report and the amount
      remitted to the Securities Administrator with respect to prepayments
      accordingly. If the related Servicer disagrees with the determination of the
      Master Servicer, such Servicer shall, within five (5) Business Days of its
      receipt of the Verification Report, notify the Master Servicer of such
      disagreement and provide the Master Servicer with detailed information to
      support its position. The related Servicer and the Master Servicer shall
      cooperate to resolve any discrepancy on or prior to the immediately succeeding
      Servicer Remittance Date, and the related Servicer will indicate the effect
      of
      such resolution on the Servicer Report and shall adjust the amount remitted
      with
      respect to prepayments on such Servicer Remittance Date
      accordingly.

     


    
      
        
        

      

      
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    During
      such time as the related Servicer and the Master Servicer are resolving
      discrepancies with respect to the Prepayment Charges, no payments in respect
      of
      any disputed Prepayment Charges will be remitted to the Securities Administrator
      for deposit in the Distribution Account and the Master Servicer shall not be
      obligated to deposit such payments, unless otherwise required pursuant to
      Section 8.01 hereof. In connection with such duties, the Master Servicer shall
      be able to rely solely on the information provided to it by the Servicers in
      accordance with this Section. The Master Servicer shall not be responsible
      for
      verifying the accuracy of any of the information provided to it by the
      Servicers.

     


    
      
        
        

      

      
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    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01. Distributions.

     

    (a) On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class R Certificates (in respect
      of the Class R-I Interest), as the case may be: 

     

      (i)
      to
      Holders of REMIC I Regular Interest I-CE, REMIC I Regular Interest I-AM, REMIC
      I
      Regular Interest I-CE-20 and REMIC I Regular Interest I-CE-2G and REMIC I
      Regular Interest I-1-A through I-46-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated 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)
      immediately above, to the Holders of REMIC I Regular Interest I-AM, an amount
      of
      principal equal to the amount of principal payments from the Mortgage Loans
      distributed on the Class A Certificates shall be distributed to such Holders
      until the Uncertificated Balance of REMIC I Regular Interest I-AM is reduced
      to
      zero; 

     

      (iii)
      to
      the
      extent of amounts remaining after distributions made pursuant to clauses (i)
      and
      (ii) immediately above, payments of principal in an amount equal to the amount
      of principal payments from the Mortgage Loans distributed on the Class A
      Certificates and not distributed pursuant to clause (ii) immediately above
      shall
      be allocated to REMIC I Regular Interests I-1-A through I-46-B starting with
      the
      lowest numerical denomination until the Uncertificated 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

     

     
      (iv) to
      the
      extent of amounts remaining after the distributions made pursuant to clauses
      (i), (ii) and (iii) immediately above, to the Holders of REMIC I Regular
      Interest I-CE, an amount of principal shall be distributed to such Holders
      until
      the Uncertificated Balance of REMIC I Regular Interest I-CE is reduced to
      zero.

     

    (b) to
      the
      Holders of REMIC I Regular Interest I-46-B, all amounts representing Prepayment
      Charges in respect of the Mortgage Loans received during the related Prepayment
      Period.

     

    (c) (1)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, 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 Certificates (in respect of the Class R-II
      Interest), as the case may be:

     


    
      
        
        

      

      
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    (i) first
      to
      the Holders of REMIC II Regular Interest IO and REMIC II Regular Interest CE-2,
      in an amount equal to (A) Uncertificated 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 second, to the Holders
      of
      REMIC II Regular Interest AA, REMIC II Regular Interest A, REMIC II Regular
      Interest ZZ and REMIC II Regular Interest P, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
      Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount
      is
      less than the REMIC II Required Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the Maximum ZZ Uncertificated Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC II
      Regular Interest A in the same proportion as the Overcollateralization Increase
      Amount is allocated to the Corresponding Certificates and the Uncertificated
      Balance of REMIC II Regular Interest ZZ shall be increased by such
      amount;

     

    (ii) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      available funds for such Distribution Date after the distributions made pursuant
      to clause (i) immediately above, allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest AA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (B) 2.00%
      of
      such remainder, first, to the Holders of REMIC II Regular Interest A, 1% of
      and
      in the same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Balance of such REMIC II Regular Interest
      are reduced to zero and second to the Holders of REMIC II Regular Interest
      ZZ,
      until the Uncertificated Balance of such REMIC II Regular Interest is reduced
      to
      zero;

     

    (C) to
      the
      Holders of REMIC II Regular Interest P, (1) 100% of the Prepayment Charges
      deemed distributed on REMIC I Regular Interest I-46-B and (2) on the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge as identified on the Prepayment Charge Schedule or any Distribution
      Date
      thereafter until $100 has been distributed pursuant to this clause;
      then

     

    (D) any
      remaining amount to the Holders of the Class R Certificate, in respect of the
      Class R-II Interest;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
      respectively.

     


    
      
        
        

      

      
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    (iii) Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds shall
      be made to Certificateholders only in accordance with the remaining provisions
      of this Section 5.01.

     

    (2) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Interest Remittance Amount and make the following disbursements and transfers
      in
      the order of priority described below, in each case to the extent of the
      Interest Remittance Amount remaining for such Distribution Date:

     

    (i) first,
      to the
      Certificate Insurer, the Premium for such Distribution Date and any Premium
      remaining unpaid from prior Distribution Dates, together with interest thereon
      at the Late Payment Rate;

     

    (ii) second,
      commencing on the Distribution Date in February 2008, to the Supplemental
      Interest Trust for payment to the Swap Provider, an amount equal to (i) any
      Net
      Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust); 

     

    (iii) third,
      to the
      Holders of the Class A Certificates, the Senior Interest Distribution Amount;
      

     

    (iv) fourth,
      to
      the
      Certificate Insurer, any reimbursement amounts owed to the Certificate Insurer
      under the Insurance Agreement and the Insurance Policy, including any interest
      thereon at the Late Payment Rate;

     

    (v) fifth,
      any
      Interest Remittance Amount remaining after application pursuant to clauses
      first
      through
fourth
      above,
      shall be applied as part of Net Monthly Excess Cashflow for such Distribution
      Date, as described under Section 5.01(c)(4) below.

     

    (3) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Principal Distribution Amount and distribute the following amounts to the
      parties entitled thereto, in the following order of priority:

     

    (i) first,
      commencing on the Distribution Date in February 2008, to the Supplemental
      Interest Trust for payment to the Swap Provider, an amount equal to (i) any
      Net
      Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event to the extent
      not paid from the Interest Remittance Amount on such Distribution Date;


     


    
      
        
        

      

      
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    (ii) second,
      to the
      Holders of the Class A Certificates, until the Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero; and

     

    (iii) third,
      to the
      Certificate Insurer, (i) the amount owing to the Certificate Insurer under
      the
      Insurance Agreement for the Premium and (ii) any reimbursement amounts owed
      to
      the Certificate Insurer under the Insurance Agreement or the Insurance Policy,
      together, in each case, with interest thereon at the Late Payment Rate and,
      in
      each case, to the extent not paid from the Interest Remittance Amount on such
      Distribution Date. 

     

    (4) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (iii) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) shall be distributed as
      follows:

     

    (i) first,
      to the
      Certificate Insurer, any amounts paid under the Insurance Policy to the extent
      not previously reimbursed, together with interest thereon at the Late Payment
      Rate, if applicable, plus any amounts owing to the Certificate Insurer pursuant
      to the Insurance Agreement, to the extent not previously reimbursed, together
      with interest thereon at the Late Payment Rate, as applicable;

     

    (ii) second,
      to
      the
      Holders of the Class A Certificates, in an amount equal to the Senior Interest
      Distribution Amount remaining undistributed;

     

    (iii) third,
      to the
      Holders of the Class A Certificates in an amount equal to the
      Overcollateralization Increase Amount, owed to such Holders, to be paid as
      part
      of the Principal Distribution Amount;

     

    (iv) fourth,
      to the
      Holders of the Class A Certificates, in an amount equal to the Allocated
      Realized Loss Amount;

     

    (v) fifth,
      to
      the
      Holders of the Class A Certificates, in an amount equal to any Net WAC Rate
      Carryover Amounts;

     

    (vi) sixth,
      to the
      Holders of the Class A Certificates, in an amount equal to any Prepayment
      Interest Shortfalls on the Mortgage Loans to the extent not covered by payments
      pursuant to Section 3.23 or 4.19 of this Agreement and any shortfalls resulting
      from the application of the Relief Act or similar state or local law or the
      Bankruptcy Code with respect to the Mortgage Loans to the extent not previously
      reimbursed pursuant to Section 1.02;

     

    (vii) seventh,
      to
      the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Class A Certificates exceeds the sum of any amounts received
      by the Securities Administrator with respect to the Cap Contract since the
      prior
      Distribution Date and any amount in the Reserve Fund that was not distributed
      on
      prior Distribution Dates;

     


    
      
        
        

      

      
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    (viii) eighth,
      commencing on the Distribution Date in February 2008, to the Supplemental
      Interest Trust for payment to the Swap Provider, an amount equal to any Swap
      Termination Payment owed to the Swap Provider due to a Swap Provider Trigger
      Event pursuant to the Swap Agreement (to the extent such amount has not been
      paid by the Securities Administrator from any upfront payment received pursuant
      to any related replacement interest rate swap agreement that may be entered
      into
      by the Trustee on behalf of the Supplemental Interest Trust); 

     

    (ix) ninth,
      to the
      Holders of the Class P Certificates, if such Distribution Date is the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge term as identified on the Mortgage Loan Schedule or any Distribution
      Date
      thereafter, until the Certificate Principal Balance thereof has been reduced
      to
      zero; 

     

    (x) tenth,
      to the
      Holders of the Class CE-1 Certificates the Interest Distribution Amount and
      any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    (xi) eleventh,
      to the
      holders of the Residual Certificates, any remaining amounts.

     

    The
      Class
      CE-1 Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    On
      each
      Distribution Date, after making the distributions of the Available Distribution
      Amount as set forth above, the Securities Administrator will withdraw from
      the
      Reserve Fund all income from the investment of funds in the Reserve Fund and
      distribute such amount to the Holders of the Class CE-1 Certificates. With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under Section 5.01(c)(4)(vii) above and not distributed pursuant to
      the
      preceding paragraph, first, to the Holders of the Class A Certificates, the
      related Net WAC Rate Carryover Amount remaining unpaid for such Distribution
      Date and second, to the Class CE-1 Certificates.

     

    (d) As
      described in Section 5.01(c)(2),
      (3) and (4)
      above,
      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
      (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) shall be deducted
      from
      the Interest Remittance Amount, and to the extent of any such remaining amounts
      due, from the Principal Remittance Amount, prior to any distributions to the
      Certificateholders. 

     


    
      
        
        

      

      
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    On
      or
      before each Distribution Date commencing on the Distribution Date occurring
      in
      February 2008, such amounts will be distributed to the Supplemental Interest
      Trust and paid by the Securities Administrator to the Swap Provider as
      follows:

     

    first,
      to make
      any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement
      for such Distribution Date; 

     

    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 Supplemental Interest Trust Trustee); and

     

    third,
      from
      the Net Monthly Cashflow deposited into the Supplemental Interest Trust pursuant
      to 5.01(c)(4)(viii), to the Swap Provider, an amount equal to any Swap
      Termination Payment owed to the Swap Provider due to a Swap Provider Trigger
      Event pursuant to the Swap Agreement. 

     

    (e) On
      each
      Distribution Date commencing on the Distribution Date occurring in February
      2008
      and ending immediately following the Distribution Date in July 2012, to the
      extent required, following the distribution of the Net Monthly Excess Cashflow
      and withdrawals from the Reserve Fund, any Net Swap Payments payable to the
      Securities Administrator on behalf of the Supplemental Interest Trust by the
      Swap Provider will be distributed on the related Distribution Date in the
      following order of priority: 

     

    first,
      to the
      Class A Certificates, the related Senior Interest Distribution Amount remaining
      undistributed after the distributions of the Interest Remittance Amount and
      the
      Net Monthly Excess Cashflow;

     

    second,
      to the
      Certificate Insurer, any unreimbursed interest payments made under the Insurance
      Policy, together with any interest thereon at the Late Payment Rate, if
      applicable; provided, however, that if the Certificate Insurer has failed to
      make a required payment under the Insurance Policy, reimbursement to the
      Certificate Insurer pursuant to this clause will be made after Allocated
      Realized Loss amounts are reimbursed to the Class A Certificates pursuant to
      clause fourth below;

     

    third,
      to the
      Holders of the Class A Certificates, in an amount necessary to maintain the
      Required Overcollateralization Amount after taking into account distributions
      made pursuant to Section 5.01(c)(4)(iii) above;

     

    fourth,
      to the
      Class A Certificates, any unreimbursed Allocated Realized Loss Amount, to the
      extent remaining undistributed after distribution of the Net Monthly Excess
      Cashflow; 

     


    
      
        
        

      

      
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    fifth,
      to the
      Certificate Insurer, any unreimbursed principal payments made under the
      Insurance Policy, together with any interest thereon at the Late Payment Rate,
      if applicable;

     

    sixth,
      to
      the
      Class A Certificates, the Net WAC Rate Carryover Amount, to the extent remaining
      undistributed after distributions of Net Monthly Excess Cashflow on deposit
      in
      the Reserve Fund; and

     

    seventh,
      to the
      Class CE-1 Certificates, any remaining amounts.

     

    (f) On
      each
      Distribution Date, for so long as Ocwen is the Servicer of the Ocwen Mortgage
      Loans, the Securities Administrator shall distribute from amounts on deposit
      in
      the Distribution Account to the Holders of the Class CE-2 Certificates, with
      respect to each such Mortgage Loan, one-twelfth of the product of (i) the excess
      of the Servicing Fee Rate over the Ocwen Servicing Fee Rate, if any, multiplied
      by (ii) the Scheduled Principal Balance of the related Mortgage Loan as of
      the
      Due Date in the preceding calendar month (the “Ocwen Excess Servicing
      Fee”).

     

    (g) On
      each
      Distribution Date, for so long as GMAC is the Servicer of the GMAC Mortgage
      Loans, the Securities Administrator shall distribute from amounts on deposit
      in
      the Distribution Account to the Holders of the Class CE-2 Certificates, with
      respect to each such Mortgage Loan, one-twelfth of the product of (i) the excess
      of the Servicing Fee Rate over the GMAC Servicing Fee Rate, if any, multiplied
      by (ii) the Scheduled Principal Balance of the related Mortgage Loan as of
      the
      Due Date in the preceding calendar month (the “GMAC Excess Servicing Fee,
      together with the Ocwen Excess Servicing Fee, the “Excess Servicing
      Fee”).

     

    (h) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (i) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 5.01(i)
      or
      Section 10.01 respecting the final distribution on such Class), based on the
      aggregate Percentage Interest represented by their respective Certificates,
      and
      shall be made by wire transfer of immediately available funds to the account
      of
      any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Securities Administrator
      in
      writing at least five (5) Business Days prior to the Record Date immediately
      prior to such Distribution Date and is the registered owner of Certificates
      having an initial aggregate Certificate Principal Balance that is in excess
      of
      the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
      Principal Balance of such Class of Certificates, or otherwise by check mailed
      by
      first class mail to the address of such Holder appearing in the Certificate
      Register. The final distribution on each Certificate will be made in like
      manner, but only upon presentment and surrender of such Certificate at the
      Corporate Trust Office of the Securities Administrator or such other location
      specified in the notice to Certificateholders of such final
      distribution.

     


    
      
        
        

      

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

     

    (j) The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Servicers, the Securities Administrator or the
      Master Servicer shall in any way be responsible or liable to the Holders of
      any
      other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (k) Except
      as
      otherwise provided in Section 10.01, whenever the Securities Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Securities Administrator shall,
      no later than three (3) days before the related Distribution Date, mail to
      each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    (i) the
      Securities Administrator expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon
      presentation and surrender of such Certificates at the office of the Securities
      Administrator therein specified, and

     

    (ii) no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(i) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. 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 final Distribution Date for final payment thereof in
      accordance with this Section 5.01(i). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     


    
      
        
        

      

      
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    (l) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate be reduced more than once in respect of any
      particular amount both (a) allocated to such Certificate in respect of Realized
      Losses pursuant to Section 5.04 and (b) distributed to the Holder of such
      Certificate in reduction of the Certificate Principal Balance thereof pursuant
      to this Section 5.01 from Net Monthly Excess Cashflow and (ii) in no event
      shall
      the Uncertificated Balance of a REMIC Regular Interest be reduced more than
      once
      in respect of any particular amount both (a) allocated to such REMIC Regular
      Interest in respect of Realized Losses pursuant to Section 5.04 and (b)
      distributed on such REMIC Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section 5.01.

     

    SECTION
      5.02. Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date and information
      provided by the Swap Provider under the Swap Agreement with respect to payments
      made pursuant to the Swap Agreement) shall make available to each Holder of
      the
      Certificates, the Servicer, the Certificate Insurer and the Credit Risk Manager,
      the Swap Provider, a statement as to the distributions made on such Distribution
      Date setting forth:

     

    (i) the
      applicable Interest Accrual Periods and general Distribution Dates;

     

    (ii) the
      total
      cash flows received and the general sources thereof;

     

    (iii) the
      aggregate
      Servicing Fee received by the Servicers and
      Master Servicing Fee received by the Master Servicer during the related Due
      Period;

     

    (iv) 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;

     

    (v) the
      amount of the related distribution to Holders of the Certificates (by 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 and (C) any Overcollateralization
      Increase Amount included therein;

     

    (vi) the
      amount of such distribution to Holders of the Certificates (by class) allocable
      to interest and the portion thereof, if any, provided by the Swap Agreement
      in
      the aggregate;

     


    
      
        
        

      

      
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    (vii) the
      Interest Carry Forward Amounts and any Net WAC Rate Carryover Amounts for the
      Class A Certificates (if any);

     

    (viii) the
      aggregate amount of Advances included in the distributions on the Distribution
      Date;

     

    (ix) the
      number and aggregate principal balance of any Mortgage Loans (not including
      a
      Liquidated Mortgage Loan as of the end of the Prepayment Period) that were
      delinquent (exclusive of Mortgage Loans in foreclosure) using the OTS Method
      (1)
      one scheduled payment is delinquent, (2) two scheduled payments are delinquent,
      (3) three scheduled payments are delinquent and (4) foreclosure proceedings
      have
      been commenced, and loss information for the period;

     

    (x) 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;

     

    (xi) with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and Scheduled Principal Balance of, and Realized Loss
      on,
      such Mortgage Loan as of the end of the related Prepayment Period;

     

    (xii) the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiii) whether
      the Stepdown Date has occurred and whether Trigger Event is in
      effect;

     

    (xiv) the
      cumulative Realized Losses through the end of the preceding month;

     

    (xv) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xvi) the
      Certificate Principal Balance of the related Certificates before and after
      giving effect to the distribution of principal and allocation of Allocated
      Realized Loss Amounts on such Distribution Date;

     

    (xvii) the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date;

     

    (xviii) the
      three-month rolling average of the percent equivalent of a fraction, the
      numerator of which is the aggregate Scheduled Principal Balance of the Mortgage
      Loans that are 60 days or more delinquent or are in bankruptcy or foreclosure
      or
      are REO Properties, and the denominator of which is the Scheduled Principal
      Balances of all of the Mortgage Loans;

     

    (xix) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     


    
      
        
        

      

      
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    (xx) the
      Interest Distribution Amount in respect of the Class A Certificates and the
      Class CE-1 Certificates for such Distribution Date and the Interest Carry
      Forward Amount, if any, with respect to the Class A Certificates on such
      Distribution Date, and separately identifying any reduction thereof due to
      allocations of Prepayment Interest Shortfalls and interest shortfalls including
      the Relief Act Interest Shortfalls and Net WAC Rate Carryover
      Amounts;

     

    (xxi) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.23 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

    (xxii) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxiii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiv) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxv) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxvi) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxvii) the
      Pass-Through Rate for the Class A Certificates for such Distribution
      Date;

     

    (xxviii) 
      the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.25(b);

     

    (xxix) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxx) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(4)(vii);

     

    (xxxi) the
      Aggregate Loss Severity Percentage;

     

    (xxxii) the
      amount of the Prepayment Charges remitted by the Servicers;

     

    (xxxiii) the
      amount of any Net Swap Payment payable to the Trust, any related Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Trust and any related Swap Termination Payment payable to the Swap Provider;
      

     


    
      
        
        

      

      
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    (xxxiv) the
      Credit Risk Management Fee received by the Credit Risk Manager; 

     

    (xxxv) the
      amount of any cap payments payable to the Trust by the Cap Counterparty;
      and

     

    (xxxvi) the
      amount of any Deficiency Amount for such Distribution Date and the amount of
      any
      payments to the Class A Certificates provided under the Insurance
      Policy.

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders, the Certificate Insurer and
      the
      Rating Agencies via the Securities Administrator’s internet website. The
      Securities Administrator’s internet website shall initially be located at
      http:\\www.ctslink.com and assistance in using the website can be obtained
      by
      calling the Securities Administrator’s customer service desk at 1-866-846-4526.
      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 shall have the
      right to change the way such statements are distributed in order to make such
      distribution more convenient and/or more accessible to the above parties and
      the
      Securities Administrator shall provide timely and adequate notification to
      all
      above parties regarding any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed as a dollar amount per Single Certificate of the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Regular Certificate a statement containing
      the information set forth in subclauses (i) through (iii) above, 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 are in force.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Residual Certificate a statement setting
      forth the amount, if any, actually distributed with respect to the Residual
      Certificates, as appropriate, aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, as applicable, or otherwise with respect
      to
      the purposes of this Agreement, all such reports or information to be provided
      at the expense of the Certificateholder, in accordance with such reasonable
      and
      explicit instructions and directions as the Certificateholder may
      provide.

     


    
      
        
        

      

      
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    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
      as of such Distribution Date, using a format and media mutually acceptable
      to
      the Securities Administrator and Bloomberg.

     

    SECTION
      5.03. Servicer
      Reports; P&I Advances.

     

    (a) On
      or
      before 12:00 noon New York time on the 18th calendar day of the month, and
      if
      the 18th calendar day is not a Business Day, the immediately following Business
      Day, each Servicer shall deliver, (i) with respect to Ocwen, to the Master
      Servicer, the Securities Administrator and the Certificate Insurer, by telecopy
      or electronic mail (or by such other means as Ocwen, the Master Servicer and
      the
      Securities Administrator may agree from time to time) a remittance report and
      (ii) with respect to GMAC, (x) to the Master Servicer and the Securities
      Administrator, by telecopy or electronic mail (or by such other means as GMAC,
      the Master Servicer and the Securities Administrator may agree from time to
      time), a remittance report and (y) to the Certificate Insurer, an Excel
      spreadsheet (in a format acceptable to the Certificate Insurer). Such remittance
      report or Excel spreadsheet shall contain such information with respect to
      the
      related Mortgage Loans and the related Distribution Date as is reasonably
      available to the related Servicer as the Master Servicer or the Securities
      Administrator may reasonably require so as to enable the Master Servicer to
      master service the Mortgage Loans and oversee the servicing by the related
      Servicer and the Securities Administrator to fulfill its obligations hereunder
      with respect to securities and tax reporting.

     

    (b) The
      amount of P&I Advances to be made by a Servicer on any Distribution Date
      shall equal, subject to Section 5.03(d), the aggregate amount of Monthly
      Payments (net of the related Servicing Fees), due during the related Due Period
      in respect of the Mortgage Loans serviced by such Servicer, which Monthly
      Payments were delinquent as of the close of business on the related
      Determination; provided, however, that (i) the Servicer shall not be required
      to
      make P&I Advances with respect to Relief Act Interest Shortfalls, shortfalls
      due to bankruptcy proceedings or with respect to Prepayment Interest Shortfalls
      in excess of its obligations under Section 3.23 and (ii) the Servicer shall
      not
      be permitted to make P&I Advances with respect to any Mortgage Loans that
      are 90 days or more delinquent based on the OTS Method. For purposes of the
      preceding sentence, the Monthly 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.

     

    By
      12:00
      noon New York time on the related Servicer Remittance Date, each Servicer shall
      remit in immediately available funds to the Securities Administrator for deposit
      in the Distribution Account an amount equal to the aggregate amount of P&I
      Advances, if any, to be made in respect of the related Mortgage Loans for the
      related Distribution Date either (i) from its own funds or (ii) from the related
      Collection Account, to the extent of any Amounts Held For Future Distribution
      on
      deposit therein (in which case it will cause to be made an appropriate entry
      in
      the records of the related Collection Account that Amounts Held For Future
      Distribution have been, as permitted by this Section 5.03, used by the Servicer
      in discharge of any such P&I Advance) or (iii) in the form of any
      combination of (i) and (ii) aggregating the total amount of P&I Advances to
      be made by the Servicer with respect to the Mortgage Loans. In addition, each
      Servicer shall have the right to reimburse itself for any outstanding P&I
      Advance made from its own funds from Amounts Held for Future Distribution.
      Any
      Amounts Held For Future Distribution used by the Servicers to make P&I
      Advances or to reimburse itself for outstanding P&I Advances shall be
      appropriately reflected in the related Servicer’s records and replaced by the
      Servicer by deposit in the related Collection Account no later than the close
      of
      business on the related Servicer 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 such Servicer to the Securities Administrator
      on such date is less than the P&I Advances required to be made by the
      related Servicer for the related Distribution Date.

     


    
      
        
        

      

      
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    In
      addition, the Servicers will be obligated to advance or cause to be advanced
      to
      the Master Servicer, from time to time, from (i) from its own funds or (ii)
      from
      the related Collection Account, to the extent of any Amounts Held For Future
      Distribution on deposit therein (in which case it will cause to be made an
      appropriate entry in the records of the Collection Account that Amounts Held
      For
      Future Distribution have been, as permitted by this Section 5.03, used by
      the related Servicer in discharge of any such Servicing Advance) or (iii) in
      the
      form of any combination of (i) and (ii), Servicing Advances. Any Amounts Held
      For Future Distribution used by a Servicer to make Servicing Advances shall
      be
      appropriately reflected in such Servicer’s records and replaced by such Servicer
      by deposit in the related Collection Account no later than the close of business
      on the Servicer Remittance Date immediately following the Due Period or
      Prepayment Period for which such amounts relate.

     

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

     

    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicers if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively and no P&I Advance will be
      permitted hereunder by the Servicers in respect of Mortgage Loans that are
      90 or
      more days delinquent based on the OTS Method. The determination by a Servicer
      that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
      Advance or that any proposed P&I Advance or Servicing Advance, if made,
      would constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance, respectively, shall be evidenced by a certification of a Servicing
      Officer delivered to the Master Servicer.

     

    (e) In
      the
      event that a Servicer (or any successor thereto) fails to make a required
      P&I Advance, the Master Servicer (in its capacity as successor to the
      related Servicer) will be required to make such P&I Advance on the
      Distribution Date on which the related Servicer was required to make such
      P&I Advance, subject to its determination of recoverability.

     

     


    
      
        
        

      

      
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    SECTION
      5.04. Allocation
      of Realized Losses.

     

    (a) Prior
      to
      the Determination Date, each Servicer shall determine as to each Mortgage Loan
      serviced by such Servicer and any related REO Property and include in the
      monthly remittance report provided to the Master Servicer and the Securities
      Administrator and the Certificate Insurer (substantially in the form of Schedule
      4 hereto) such information as is reasonably available to the related Servicer
      as
      the Master Servicer or the Securities Administrator may reasonably require
      so as
      to enable the Master Servicer to master service the related Mortgage Loans
      and
      oversee the servicing by the related Servicer and the Securities Administrator
      to fulfill its obligations hereunder with respect to securities and tax
      reporting, which shall include, but not be limited to: (i) the total amount
      of
      Realized Losses, if any, incurred in connection with any Final Recovery
      Determinations made during the related Prepayment Period; and (ii) the
      respective portions of such Realized Losses allocable to interest and allocable
      to principal. Prior to each Determination Date, each Servicer shall also
      determine as to each related Mortgage Loan: (i) the total amount of Realized
      Losses, if any, incurred in connection with any Deficient Valuations made during
      the related Prepayment Period; and (ii) the total amount of Realized Losses,
      if
      any, incurred in connection with Debt Service Reductions in respect of Monthly
      Payments due during the related Due Period.

     

    (b) All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to Net
      Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider
      under the Swap Agreement for that purpose; second,
      to the
      Class CE-1 Certificates; and third,
      to the
      Class A Certificates, until the Certificate Principal Balance of the Class
      A
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balance of the Class A 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 the Class A Certificates shall be to the Certificate
      Principal Balance of such Class A Certificates immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class A Certificates, on such Distribution
      Date.

     

    (c) Any
      allocation of the principal portion of Realized Losses to a Class A 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 CE-1 Certificate shall be made by reducing the amount otherwise payable
      in respect thereof pursuant to Section 5.01(c)(4)(x). No allocations of any
      Realized Losses shall be made to the Certificate Principal Balance of the Class
      P Certificates.

     

    In
      addition, in the event that any Servicer receives any Subsequent Recoveries
      with
      respect to a Mortgage Loan serviced by it, such Servicer shall deposit such
      funds into the Collection Account pursuant to Section 3.08. If, after taking
      into account such Subsequent Recoveries, the amount of a Realized Loss is
      reduced, the amount of such Subsequent Recoveries will be applied to increase
      the Certificate Principal Balance of the Class A Certificates, but not by more
      than the amount of Realized Losses previously allocated to the Class A
      Certificates pursuant to this Section 5.04 and not previously reimbursed to
      the
      Class A Certificates with Net Monthly Excess Cashflow pursuant to Section
      5.01(c)(4). 

     


    
      
        
        

      

      
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    All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date first, to REMIC I Regular Interest I-AM in an amount equal to the amount
      of
      Realized Losses from the Mortgage Loans that have been allocated to the Class
      A
      Certificates until the Uncertificated Balance of such REMIC I Regular Interest
      has been reduced to zero and second, to REMIC I Regular Interest I-1-A through
      REMIC I Regular Interest I-46-B, in an amount equal to the amount of Realized
      Losses from the Mortgage Loans that have been allocated to the Class A
      Certificates and not allocated to REMIC I Regular Interest I-AM, 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 and third, to REMIC I Regular Interest I-CE
      in an
      amount equal to the amount of remaining unallocated Realized Losses from the
      Mortgage Loans until such REMIC I Regular Interest has been reduced to
      zero.

     

    All
      Realized Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator, on each Distribution Date to the following REMIC II Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Interest payable to the REMIC II Regular Interest AA and REMIC II Regular
      Interest ZZ up to an aggregate amount equal to the REMIC II Interest Loss
      Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated
      Balances of the REMIC II Regular Interest AA and REMIC II Regular Interest
      ZZ up
      to an aggregate amount equal to the REMIC II Principal Loss Allocation Amount,
      98.00% and 2.00%, respectively; third, to the Uncertificated Balances of REMIC
      II Regular Interest AA, REMIC II Regular Interest A and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest A has been reduced to zero.

     

    SECTION
      5.05. Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Securities Administrator shall comply
      with all federal withholding requirements respecting payments to
      Certificateholders of interest or original issue discount that the Securities
      Administrator reasonably believes are applicable under the Code. The consent
      of
      Certificateholders shall not be required for such withholding. In the event
      the
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a) (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the
      parties set forth on Exhibit G to the Depositor, the Securities Administrator
      and the Certificate Insurer and directed and approved by the Depositor pursuant
      to the following paragraph, and the Securities Administrator will have no duty
      or liability for any failure hereunder to determine or prepare any Additional
      Form 10-D Disclosure, except as set forth in the next paragraph. 

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit G hereto, within 5 calendar days after the related Distribution
      Date, (A) certain parties to the ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-SL2 transaction shall be required to provide to the Securities
      Administrator and 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 (B) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall upon request,
      forward electronically a copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes any Additional Form 10-D Disclosure). Within two (2)
      Business Days after receipt of such copy but no later than the 12th
      calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval by the due date specified herein, or if the Depositor does
      not request a copy of a Form 10-D, the Securities Administrator shall be
      entitled to assume that such Form 10-D is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-D. A
      duly
      authorized representative of the Master Servicer shall sign the 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 5.06(c)(ii). Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Securities Administrator will make available on its
      internet website a final executed copy of each Form 10-D prepared and filed
      by
      the Securities Administrator. Each party to this Agreement acknowledges that
      the
      performance by the Securities Administrator and the Master Servicer of their
      duties under this Section 5.06(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 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.

     


    
      
        
        

      

      
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    (b) (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a 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 G 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 G hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business New York City
      time on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2
      transaction shall be required to provide to the Securities Administrator and
      Depositor, to the extent known by a Responsible Officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall upon request, forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third Business Day after the Reportable Event,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 8-K. In
      the
      absence of receipt of any written changes or approval by the third Business
      Day,
      or if the Depositor does not request a copy of a Form 8-K, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.06(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that has been prepared and filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their duties under this Section
      5.06(b) related to the timely preparation, execution and filing of Form 8-K
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Agreement. Neither the Master Servicer
      nor the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, execute or
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    (c) (i) On
      or
      prior to January 30th 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 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 electronically notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and such amendment includes any Additional Form 10-D Disclosure (other than
      for
      the purposes of restating any Monthly Report), any Additional Form 10-K
      Disclosure or any Form 8-K Disclosure Information or any amendment to such
      disclosure, the Securities Administrator will electronically notify the
      Depositor only if the amendment pertains to an additional reporting item being
      revised and/or amended on such form, but not if an amendment is being filed
      as a
      result of a Remittance Report revision, and the Depositor will cooperate with
      the Securities Administrator in preparing any necessary 8-KA, 10-DA or 10-KA.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
      signed by a duly authorized representative, or senior officer in charge of
      master servicing, as applicable, of the Master Servicer. The parties to this
      Agreement acknowledge that the performance by the Securities Administrator
      and
      the Master Servicer of their duties under this Section 5.06(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 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 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 receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (d) (i) On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust or such earlier date as may
      be
      required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
      that the fiscal year for the Trust ends on December 31st of each year),
      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, the 

     


    
      
        
        

      

      
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    related
      servicing agreement and custodial agreements, (i) an annual compliance statement
      for the Servicer, each Additional Servicer, the Master Servicer and the
      Securities Administrator and any Servicing Function Participant engaged by
      such
      parties (each, a “Reporting Servicer”) as described under Section 3.17 and
      Section 4.15 and in such other agreements, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Reporting Servicer,
      as
      described under Section 3.18 and Section 4.16 and in such other agreements,
      and
      (B) if each Reporting Servicer’s report on assessment of compliance with
      servicing criteria described under Section 3.18 and Section 4.16 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if each Reporting Servicer’s report on assessment of
      compliance with servicing criteria described under Section 3.18 and Section
      4.16
      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 Reporting
      Servicer, as described under Section 3.18 and Section 4.17, or in such other
      agreement and (B) if any registered public accounting firm attestation report
      described under Section 3.18 and Section 4.17 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 3.20 and Section 4.18 (provided, however,
      that the Securities Administrator, at its discretion, may omit from the Form
      10-K any annual compliance statement, assessment of compliance or attestation
      report that is not required to be filed with such Form 10-K pursuant to
      Regulation AB). Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be reported by the parties set forth on Exhibit G to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

     

    (ii) As
      set
      forth on Exhibit G hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2008, (i)
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2
      transaction shall be required to provide to the Securities Administrator and
      Depositor, to the extent known, by a Responsible Officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but in no event later than March
      25th
      of each
      year that the Trust is subject to Exchange Act reporting requirements, 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 by March 25th, or
      if
      the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K prepared and filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of their respective duties
      under this Section 5.06(d) related to the timely preparation, execution and
      filing of Form 10-K is contingent upon such parties (and any Additional Servicer
      or Servicing Function Participant) strictly observing all applicable deadlines
      in the performance of their duties under this Section 5.06(d), Section 3.17,
      Section 3.18, Section 3.20, Section 4.16, Section 4.17 and Section 4.18. 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, execute and/or timely file such Form 10-K, where
      such failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-K, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator that the Depositor has filed all
      such
      required reports during the preceding 12 months and 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 question should be “no” as a result of filings that
      relate to other securitization transactions of the Depositor for which the
      Securities Administrator does not have the obligation to prepare and file
      Exchange Act reports.

     

    (f) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee, the Certificate Insurer 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 the Master Servicer’s
      obligations under this Section 5.06 or the Master Servicer’s negligence, bad
      faith or willful misconduct in connection therewith. 

     

    (g) Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended with the
      consent of the Certificate Insurer but without the consent of the
      Certificateholders.

     

     


    
      
        
        

      

      
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    SECTION
      5.07. 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
      Class A Certificates and the Certificate Insurer (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
      the
      Business Day prior to 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 Section 5.01(c)(2),
      (3) and (4) of this Agreement and shall distribute such amounts on the Business
      Day prior to such Distribution Date in accordance with the foregoing
      sections.

     

    (c) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts received by it from the
      Swap Provider and shall distribute from the Supplemental Interest Trust on
      the
      Distribution Date an amount equal to the amount of any Net Swap Payment received
      from the Swap Provider under the Swap Agreement in the order of priority set
      forth in Section 5.01.

     

    (d) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class CE-1 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 majority of the Class CE-1 Certificateholders, 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 of the Class CE-1 Certificateholders, 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
      CE-1 Certificates.

     

    (e) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(2), (3) and (4) 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. It
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as an entity separate from the Holder of the Class CE-1 Certificates unless
      and
      until the date when either (a) there is more than one Class CE-1
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE-1
      Certificates is recharacterized as an equity interest in the Supplemental
      Interest Trust for federal income tax purposes, in which case it is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be treated as
      a
      partnership. The Master Servicer shall not be required to prepare and file
      partnership tax returns in respect of such partnership unless it receives
      additional reasonable compensation (not to exceed $10,000 per year) for the
      preparation of such filings, written notification recognizing the creation
      of a
      partnership agreement or comparable documentation evidencing the
      partnership.

     

     


    
      
        
        

      

      
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    (f) The
      Securities Administrator shall treat the Holders of the Class A Certificates
      as
      having entered into a notional principal contract with respect to the Holders
      of
      the Class CE-1 Certificates. Pursuant to such notional principal contract,
      all
      Holders of the Class A Certificates shall be treated as having agreed to pay,
      on
      each Distribution Date, to the Holder of the Class CE-1 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”). In addition, pursuant to such notional principal
      contract, the Holder of the Class CE-1 Certificates shall be treated as having
      agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Class A
      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 Class A 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 and Class R 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. Notwithstanding the foregoing, it is understood
      and
      agreed that the Insurance Policy shall not cover the Class IO Distribution
      Amount.

     

    (g) For
      federal tax return and information reporting, the right of the Class A
      Certificateholders to receive payments from the Supplemental Interest Trust
      and
      the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
      assigned a value of $554,700.

     

    (h) Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Securities Administrator on behalf of the Supplemental Interest
      Trust, at the direction of the Depositor, will use reasonable efforts to appoint
      a successor swap provider to enter into a new interest rate 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.
      

     


    
      
        
        

      

      
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    If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      30 days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Swap Provider
      into a separate, non-interest bearing reserve account (which shall be an
      Eligible 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.

     

    (i) 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 an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Securities Administrator on
      behalf of the Supplemental Interest Trust Trustee shall immediately, but no
      later than the next Business Day following actual notice of such failure or
      breach, 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. 

     

    (j) 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 “Guaranty” and such
      third party the “Guarantor”), then to the extent that the Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of the Swap Agreement, the Securities Administrator
      on
      behalf of the Supplemental Interest Trust Trustee shall, as soon as practicable,
      but no later than two (2) business days after the Swap Provider’s failure to
      pay, demand that the Guarantor make any and all payments then required to be
      made by the Guarantor pursuant to such Guaranty; provided, that the Securities
      Administrator shall in no event be liable for any failure or delay in the
      performance by the Swap Provider or any Guarantor of its obligations hereunder
      or pursuant to the Swap Agreement and the Guaranty, nor for any special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits) in connection therewith.

     

    SECTION
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    (a) For
      federal income tax purposes, each holder of an Offered Certificate is deemed
      to
      own an undivided beneficial ownership interest in a REMIC Regular Interest
      and
      the right to receive payments from either the Reserve Fund or the Supplemental
      Interest Trust in respect of any Net WAC Rate Carryover Amounts or the
      obligation to make payments to the Supplemental Interest Trust. For federal
      income tax purposes, the Securities Administrator will account for payments
      to
      each Offered Certificate as follows: each Offered 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’s 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 Offered Certificate.

     


    
      
        
        

      

      
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    (b) The
      REMIC
      Regular Interest corresponding to an Offered 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 any Swap
      Termination Payment will be treated as being payable solely from amounts
      otherwise payable to the Class CE-1 Certificates. As a result of the foregoing,
      the amount of distributions and taxable income on the REMIC Regular Interest
      corresponding to an Offered Certificate may exceed the actual amount of
      distributions on the Offered Certificate.

     

    SECTION
      5.09. Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”).


     

    On
      or
      before the Closing Date, the Swap Custodian shall establish a Swap Collateral
      Account. The Swap Collateral Account shall be held in the name of the Swap
      Custodian in trust for the benefit of the Class A Certificates and the
      Certificate Insurer. The Swap Collateral Account shall be an Eligible Account
      and shall be entitled “Swap Collateral Account, Wells Fargo Bank, National
      Association for the benefit of holders of ACE Securities Corp. Home Equity
      Loan
      Trust, Series 2007-SL2, Asset Backed Pass-Through Certificates.” 

     

    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement. Except for investment earnings, the Swap Provider shall not have
      any
      legal, equitable or beneficial interest in the Swap Collateral Account other
      than in accordance with the Swap Agreement and applicable law. The Swap
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Swap Collateral Account in accordance with Swap Credit Support
      Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the Swap Provider in
      Permitted Investments in accordance with the requirements of the Swap Credit
      Support Annex. All amounts earned on amounts on deposit in the Swap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Swap Provider. If no investment direction is provided, funds
      shall remain uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the Swap Agreement)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Swap Provider, and, in either such case, unless the Swap Provider has paid
      in
      full all of its Obligations (as defined in the Swap Credit Support Annex) that
      are then due, then any collateral posted by the Swap Provider in accordance
      with
      the Swap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Swap Agreement) in accordance with the Swap
      Credit Support Annex. To the extent the Swap Custodian is required to return
      any
      of the posted collateral to the Swap Provider under the terms of the Swap Credit
      Support Annex, the Swap Custodian shall return such collateral in accordance
      with the terms of the Swap Credit Support Annex.

     

    
      
        
        

      

      
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    SECTION
      5.10. Cap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      custodian as defined under the Cap Credit Support Annex (the “Cap Custodian”).


     

    On
      or
      before the Closing Date, the Cap Custodian shall establish a Cap Collateral
      Account (the “Cap Collateral Account”). The Cap Collateral Account shall be held
      in the name of the Cap Custodian in trust for the benefit of the Class A
      Certificates. The Cap Collateral Account shall be an Eligible Account and shall
      be entitled “Cap Collateral Account, Wells Fargo Bank, National Association for
      the benefit of holders of ACE Securities Corp. Home Equity Loan Trust, Series
      2007-SL2, Class A Certificates.”

     

    The
      Cap
      Custodian shall credit to the Cap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Cap Counterparty to secure the
      obligations of the Cap Counterparty in accordance with the terms of the related
      Cap Contract. Except for investment earnings, the Cap Counterparty shall not
      have any legal, equitable or beneficial interest in the Cap Collateral Account
      other than in accordance with the related Cap Contract and applicable law.
      The
      Cap Custodian shall maintain and apply all collateral and earnings thereon
      on
      deposit in any Cap Collateral Account in accordance with the Cap Credit Support
      Annex. 

     

    Cash
      collateral posted by the Cap Counterparty in accordance with the related Cap
      Credit Support Annex shall be invested at the direction of the Cap Counterparty
      in Permitted Investments in accordance with the requirements of the Cap Credit
      Support Annex. All amounts earned on amounts on deposit in a Cap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Cap Counterparty. If no investment direction is provided, funds
      will be held uninvested.

     

    Upon
      the
      occurrence of an Event of Default or a Specified Condition (each as defined
      in
      the related Cap Contract) with respect to the Cap Counterparty or upon
      occurrence or designation of an Early Termination Date (as defined in the
      related Cap Contract) as a result of any such Event of Default or Specified
      Condition with respect to the Cap Counterparty, and, in either such case, unless
      the Cap Counterparty has paid in full all of its Obligations (as defined in
      the
      related Cap Credit Support Annex) that are then due, then any collateral posted
      by the Cap Counterparty in accordance with the related Cap Credit Support Annex
      shall be applied to the payment of any Obligations due to Party B (as defined
      in
      the related Cap Contract) in accordance with the related Cap Credit Support
      Annex. To the extent the Cap Custodian is required to return any of the posted
      collateral to the Cap Counterparty under the terms of the Cap Credit Support
      Annex, the Cap Custodian shall return such collateral in accordance with the
      terms of the Cap Credit Support Annex.

     

     


    
      
        
        

      

      
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    SECTION
      5.11. The
      Insurance Policy.

     

    (a) The
      Certificate Insurer has issued the Insurance Policy for the benefit of the
      holders of the Class A Certificates on the Closing Date, pursuant to the
      Insurance Agreement. The Certificate Insurer, in consideration of the payment
      of
      the Premium and on the terms and subject to the conditions of the Insurance
      Policy (which includes the endorsement thereto), has unconditionally and
      irrevocably agreed to pay to the Securities Administrator on behalf of the
      Trustee, for the benefit of the holders of the Class A Certificates, that
      portion of the Insured Amounts which shall become Due for Payment during the
      Term of the Insurance Policy but shall be unpaid by reason of Nonpayment.


     

    (b) The
      Securities Administrator on behalf of the Beneficiary may make a claim under
      the
      Insurance Policy for the amount of any Deficiency Amount by executing and
      delivering, or causing to be executed and delivered, to the Certificate Insurer
      a Notice of Claim, with appropriate insertions. Such Notice of Claim, when
      so
      completed and delivered, shall constitute proof of a claim under the Insurance
      Policy when Received by the Certificate Insurer. 

     

    (c) In
      the
      event that any amount shall be received by the Securities Administrator on
      behalf of the Beneficiary or by the Beneficiary in respect of a Deficiency
      Amount forming the basis of a claim specified in a Notice of Claim submitted
      under the Insurance Policy, which amount had not been received when the Notice
      of Claim was prepared but which is received by the Securities Administrator
      on
      behalf of the Beneficiary or by the Beneficiary prior to the receipt of payment
      from the Certificate Insurer as contemplated by the Insurance Policy (any such
      amount, a “Recovery”), the Securities Administrator on behalf of the Beneficiary
      immediately shall so notify the Certificate Insurer (which notice shall include
      the amount of any such Recovery). The fact that a Recovery has been received
      by
      the Securities Administrator on behalf of the Beneficiary shall be deemed to
      be
      incorporated in the applicable Notice of Claim as of the date such Notice of
      Claim originally was prepared, without necessity of any action on the part
      of
      any Person, and the Certificate Insurer shall pay the amount of the claim
      specified in the Notice of Claim as herein provided, net of the Recovery.


     

    (d) The
      Certificate Insurer will pay each Insured Amount that constitutes a Deficiency
      Amount to the Securities Administrator on behalf of the Beneficiary on the
      later
      of (i) the Distribution Date on which such Deficiency Amount becomes Due for
      Payment or (ii) the second Business Day following Receipt by the Certificate
      Insurer of a Notice of Claim as specified in the Insurance Policy. 

     

    (e) The
      Certificate Insurer will pay each Insured Amount that constitutes a Preference
      Amount on the later of (i) the date on which such Preference Amount is due
      to be
      paid pursuant to an applicable Order or (ii) the fourth Business Day following
      Receipt by the Certificate Insurer from the Securities Administrator on behalf
      of the Beneficiary of (a) a certified copy of such Order, (b) an opinion of
      counsel satisfactory to the Certificate Insurer that such Order is final and
      not
      subject to appeal, (c) an assignment, in form and substance satisfactory to
      the
      Certificate Insurer, duly executed and delivered by the Beneficiary, irrevocably
      assigning to the Certificate Insurer all rights and claims of the Beneficiary
      against the estate of the Trust or otherwise, which rights and claims relate
      to
      or arise under or with respect to the subject Preference Amount, and (d) a
      Notice of Claim appropriately completed and executed by the Securities
      Administrator on behalf of the Beneficiary. Such payment shall be disbursed
      to
      the court, receiver, conservator, administrator, debtor-in-possession or trustee
      in bankruptcy named in the Order, and not to the Beneficiary or the Securities
      Administrator on behalf of the Beneficiary directly, unless the Beneficiary
      or
      the Securities Administrator on behalf of the Beneficiary has previously paid
      the Preference Amount over to such court, receiver, conservator, administrator,
      debtor-in-possession or trustee in bankruptcy, in which case the Certificate
      Insurer will pay the Beneficiary or the Securities Administrator on behalf
      of
      the Beneficiary subject to the delivery of (1) the items referred to in clauses
      (a), (b), (c) and (d) above to the Certificate Insurer, and (2) evidence
      satisfactory to the Certificate Insurer that payment has been made to such
      court, receiver, conservator, administrator, debtor-in-possession or trustee
      in
      bankruptcy named in the related Order. The Certificate Insurer shall not be
      obligated to make any payment in respect of any Preference Amount representing
      a
      payment of principal on the Class A Certificates prior to the time the
      Certificate Insurer would have been required to make a payment in respect of
      principal pursuant to the Insurance Policy.

     


    
      
        
        

      

      
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    (f) The
      Certificate Insurer’s obligations under the Insurance Policy in respect of
      Insured Amounts shall be discharged to the extent that funds are transferred
      to
      the Securities Administrator on behalf of the Beneficiary (or in the case of
      a
      Preference Amount, to the court, receiver, conservator, administrator,
      debtor-in-possession or trustee in bankruptcy named in the Order as set forth
      in
      the Insurance Policy) as provided in the Notice of Claim, whether or not such
      funds are properly applied by the Beneficiary or such other party. 

     

    (g) For
      purposes of the Insurance Policy, a holder of the Class A Certificates does
      not
      and may not include any of the Depositor, the Master Servicer, the Servicers,
      the Sponsor, the Trust, the Trustee, the Securities Administrator, the
      Custodians or any Subservicer, or any of their respective Affiliates. No claim
      may be made under the Insurance Policy except by the Securities Administrator
      on
      behalf of the Beneficiary. 

     

    (h) Upon
      and
      to the extent of, and with respect to, any payment by the Certificate Insurer
      under the Insurance Policy, the Certificate Insurer shall be considered the
      holder of the portion of insured obligation with respect to which the
      Certificate Insurer made payments under the Insurance Policy, and any
      appurtenant coupon thereto and right to payment of principal thereof or interest
      thereon, as applicable, and shall be fully subrogated to the Beneficiary’s and
      each Holder’s right, title and interest thereunder, including the right to
      receive payments in respect of that portion of the Insured Obligations, subject
      to, in the case of a payment made by the Trust, to the priority of payments
      in
      this Agreement. Any payment made by or on behalf of the Trust to, and any
      amounts received under the transaction documents for the benefit of, the holders
      of the Class A Certificates in respect of any Insured Amount forming the basis
      of a claim under the Insurance Policy (which claim shall have been paid by
      the
      Certificate Insurer) shall be received and held in trust for the benefit of
      the
      Certificate Insurer and shall be paid over to the Certificate Insurer in
      accordance with this Agreement and the Insurance Agreement. The Beneficiary,
      the
      Securities Administrator and each Holder shall cooperate in all reasonable
      respects, at the expense of the Certificate Insurer, with any request by the
      Certificate Insurer for action to preserve or enforce the Certificate Insurer’s
      rights and remedies in respect of the Trust under the Insured Obligations,
      any
      related security arrangements or otherwise, including, without limitation,
      any
      request to (i) institute or participate in any suit, action or other proceeding,
      (ii) enforce any judgment obtained and collect from the Trust or the Beneficiary
      any amounts adjudged due or (iii) transfer to the Certificate Insurer, via
      absolute legal assignment, the Beneficiary’s, the Securities Administrator’s or
      such Holder’s rights in respect of any Insured Amount which may form the basis
      of a claim under the Insurance Policy. 

     


    
      
        
        

      

      
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    (i) The
      Insurance Policy does not cover payment of Net WAC Rate Carryover Amounts nor
      does it cover shortfalls resulting from application of the Relief Act,
      Prepayment Interest Shortfalls or any shortfall attributable to any taxes,
      withholding or other charges imposed by any governmental authority (including
      interest and penalties in respect of such liabilities) nor does the Insurance
      Policy guarantee to the holders of the Class A Certificates any particular
      rate
      of principal payment. In addition, the aggregate Deficiency Amount which may
      be
      paid under the Insurance Policy shall not exceed the Maximum Insured
      Amount.

     

    (j) In
      the
      event the Certificate Insurer is required under law to deduct or withhold any
      tax or similar charge from or in respect of any amount payable under or in
      respect of the Insurance Policy, the Certificate Insurer will make all such
      deductions and withholdings and pay the full amount deducted or withheld to
      the
      relevant taxation authority in accordance with law, but the Certificate Insurer
      will not “gross-up” or otherwise pay additional amounts in respect of such
      taxes, and the Certificate Insurer’s payments to the Securities Administrator on
      behalf of the Beneficiary or the court, receiver, conservator, administrator,
      debtor-in-possession or trustee in bankruptcy named in the Order relating to
      a
      Preference Amount, as the case may be, will be amounts that are net of such
      deductions or withholdings. 

     

    (k) The
      Insurance Policy and the obligations of the Certificate Insurer thereunder
      shall
      terminate upon the expiration of the Term of the Insurance Policy. The Insurance
      Policy is non-cancelable for any reason. The Premium on the Insurance Policy
      is
      not refundable for any reason. The Insurance Policy does not insure against
      loss
      of any prepayment premium or other acceleration payment which at any time may
      become due in respect of any Class A Certificate, other than at the sole option
      of the Certificate Insurer, nor against any risk other than Nonpayment,
      including the failure of the Trustee or the Securities Administrator to remit
      amounts received to the holders of the Class A Certificates and any shortfalls
      attributable to withholding or other taxes, including interest and penalties
      in
      respect of such liability.

     

    (l) The
      Securities Administrator shall notify the Custodians upon the expiration of
      the
      Term of the Insurance Policy.

     


    
      
        
        

      

      
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    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    (a) The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I, REMIC
      II and REMIC III.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-4. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    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.

     

    (b) The
      Class
      A Certificates shall initially be issued as one or more Certificates held by
      the
      Book-Entry Custodian or, if appointed to hold such Certificates as provided
      below, the Depository and registered in the name of the Depository or its
      nominee and, except as provided below, registration of such Certificates may
      not
      be transferred by the Securities Administrator except to another Depository
      that
      agrees to hold such Certificates for the respective Certificate Owners with
      Ownership Interests therein. The Certificate Owners shall hold their respective
      Ownership Interests in and to such Certificates through the book-entry
      facilities of the Depository and, except as provided below, shall not be
      entitled to definitive, fully registered Certificates (“Definitive
      Certificates”) in respect of such Ownership Interests. All transfers by
      Certificate Owners of their respective Ownership Interests in the Book-Entry
      Certificates shall be made in accordance with the procedures established by
      the
      Depository Participant or brokerage firm representing such Certificate Owner.
      Each Depository Participant shall only transfer the Ownership Interests in
      the
      Book-Entry Certificates of Certificate Owners it represents or of brokerage
      firms for which it acts as agent in accordance with the Depository’s normal
      procedures. The Securities Administrator is hereby initially appointed as the
      Book-Entry Custodian and hereby agrees to act as such in accordance herewith
      and
      in accordance with the agreement that it has with the Depository authorizing
      it
      to act as such. The Book-Entry Custodian may, and, if it is no longer qualified
      to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
      delivered to the Depositor, the Servicer and, if the Trustee is not the
      Book-Entry Custodian, the Trustee, any other transfer agent (including the
      Depository or any successor Depository) to act as Book-Entry Custodian under
      such conditions as the predecessor Book-Entry Custodian and the Depository
      or
      any successor Depository may prescribe, provided that the predecessor Book-Entry
      Custodian shall not be relieved of any of its duties or responsibilities by
      reason of any such appointment of other than the Depository. If the Securities
      Administrator resigns or is removed in accordance with the terms hereof, the
      successor Securities Administrator or, if it so elects, the Depository shall
      immediately succeed to its predecessor’s duties as Book-Entry Custodian. The
      Depositor shall have the right to inspect, and to obtain copies of, any
      Certificates held as Book-Entry Certificates by the Book-Entry
      Custodian.

     


    
      
        
        

      

      
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    (c) The
      Class
      CE-1 Certificates initially offered and sold in offshore transactions in
      reliance on Regulation S shall be issued in the form of a temporary global
      certificate in definitive, fully registered form (each, a “Regulation S
      Temporary Global Certificate”), which shall be deposited with the Securities
      Administrator or an agent of the Securities Administrator as custodian for
      the
      Depository and registered in the name of Cede & Co. as nominee of the
      Depository for the account of designated agents holding on behalf of Euroclear
      or Clearstream. Beneficial interests in each Regulation S Temporary Global
      Certificate may be held only through Euroclear or Clearstream; provided,
      however, that such interests may be exchanged for interests in a Definitive
      Certificate in accordance with the requirements described in Section 6.02.
      After
      the expiration of the Release Date, a beneficial interest in a Regulation S
      Temporary Global Certificate may be exchanged for a beneficial interest in
      the
      related permanent global certificate of the same Class (each, a “Regulation S
      Permanent Global Certificate”), in accordance with the procedures set forth in
      Section 6.02. Each Regulation S Permanent Global Certificate shall be deposited
      with the Securities Administrator or an agent of the Securities Administrator
      as
      custodian for the Depository and registered in the name of Cede & Co. as
      nominee of the Depository.

     

    The
      Class
      CE-1, Class CE-2 and Class P Certificates offered and sold to QIBs in reliance
      on Rule 144A will be issued in the form of Definitive Certificates.

     

    (d) The
      Trustee, the Servicer, the Securities Administrator, the Master Servicer, the
      Depositor and the Certificate Insurer may for all purposes (including the making
      of payments due on the Book-Entry Certificates and the Global Certificates)
      deal
      with the Depository as the authorized representative of the Certificate Owners
      with respect to the Book-Entry Certificates and the Global Certificates for
      the
      purposes of exercising the rights of Certificateholders hereunder. The rights
      of
      Certificate Owners with respect to the Book-Entry Certificates and the Global
      Certificates shall be limited to those established by law and agreements between
      such Certificate Owners and the Depository Participants and brokerage firms
      representing such Certificate Owners. Multiple requests and directions from,
      and
      votes of, the Depository as Holder of the Book-Entry Certificates with respect
      to any particular matter shall not be deemed inconsistent if they are made
      with
      respect to different Certificate Owners. The Securities Administrator may
      establish a reasonable record date in connection with solicitations of consents
      from or voting by Certificateholders and shall give notice to the Depository
      of
      such record date.

     


    
      
        
        

      

      
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    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Servicer Event of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. Upon surrender to the Securities Administrator of the
      Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
      applicable, the Securities Administrator shall cause the Definitive Certificates
      to be issued. Such Definitive Certificates will be issued in minimum
      denominations of $10,000 except that any beneficial ownership that was
      represented by a Book-Entry Certificate in an amount less than $10,000
      immediately prior to the issuance of a Definitive Certificate shall be issued
      in
      a minimum denomination equal to the amount represented by such Book-Entry
      Certificate. None of the Depositor, the Servicer, the Master Servicer, the
      Securities Administrator or the Trustee shall be liable for any delay in the
      delivery of such instructions and may conclusively rely on, and shall be
      protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates all references herein to obligations imposed upon or to be
      performed by the Depository shall be deemed to be imposed upon and performed
      by
      the Securities Administrator, to the extent applicable with respect to such
      Definitive Certificates, and the Securities Administrator shall recognize the
      Holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11, a Certificate Register for the Certificates in
      which, subject 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.

     

    (b) No
      transfer of any Class CE-1 Certificate, Class CE-2 Certificate, Class P
      Certificate or Residual Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act, and
      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 a Class CE-1 Certificate,
      Class CE-2 Certificate, Class P Certificate or Residual Certificate is to be
      made without registration or qualification (other than in connection with the
      initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit B-1; (ii) if such transfer is purportedly being
      made
      in reliance upon Rule 501(a) under the Securities Act, written certifications
      from the Certificateholder desiring to effect the transfer and 

     


    
      
        
        

      

      
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    from
      such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-2; and (iii) in all other cases, an Opinion of Counsel
      satisfactory to the Securities Administrator 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 Trustee, the Master
      Servicer, the Securities Administrator or the Servicer), together with copies
      of
      the written certification(s) of the Certificateholder desiring to effect the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any. Neither of the Depositor nor the Securities
      Administrator is obligated to register or qualify any such Certificates under
      the Securities Act or any other securities laws or to take any action not
      otherwise required under this Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of any such Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Depositor, the Master Servicer, the
      Securities Administrator and the Servicers 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.

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Securities Administrator a certificate in the form of Exhibit B-2 hereto
      prior to (i) the payment of interest or principal with respect to such holder’s
      beneficial interest in the Regulation S Temporary Global Certificate and (ii)
      any exchange of such beneficial interest for a beneficial interest in a
      Regulation S Permanent Global Certificate.

     

    (c) No
      transfer of a Class CE-1 Certificate, Class CE-2 Certificate, Class P
      Certificate or a Residual Certificate or any interest therein shall be made
      to
      any Plan, any Person acting, directly or indirectly, on behalf of any Plan
      or
      any Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101 (“Plan Assets”) unless the Securities Administrator is provided with
      an Opinion of Counsel on which the Depositor, the Master Servicer, the
      Securities Administrator, the Trustee and the Servicer may rely, which
      establishes to the satisfaction of the Securities Administrator that the
      purchase of such Certificates is permissible under applicable law, will not
      constitute or result in any prohibited transaction under ERISA or Section 4975
      of the Code and will not subject the Depositor, the Servicers, the Trustee,
      the
      Master Servicer, the Securities Administrator, the Trust Fund or the Certificate
      Insurer to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those undertaken in
      this
      Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
      the Servicers, the Trustee, the Master Servicer, the Securities Administrator,
      the Trust Fund or the Certificate Insurer. An Opinion of Counsel will not be
      required in connection with the initial transfer of any such Certificate by
      the
      Depositor to an affiliate of the Depositor (in which case, the Depositor or
      any
      affiliate thereof shall have deemed to have represented that such affiliate
      is
      not a Plan or a Person investing Plan Assets) and the Securities Administrator
      shall be entitled to conclusively rely upon a representation (which, upon the
      request of the Securities Administrator, shall be a written representation)
      from
      the Depositor of the status of such transferee as an affiliate of the
      Depositor.

     


    
      
        
        

      

      
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    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of an Offered Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of the 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
      2002-41, 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”).

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), 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 any certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the Trustee,
      the Servicers, the Master Servicer, the Securities Administrator and the Trust
      Fund from and against any and all liabilities, claims, costs or expenses
      incurred by those parties as a result of that acquisition or
      holding.

     

    (d)
      (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 to have irrevocably
      authorized the Securities Administrator or its designee under clause (iii)(A)
      below to deliver payments to a Person other than such Person and to negotiate
      the terms of any mandatory sale under clause (iii)(B) below and to execute
      all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-3) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this Section
      6.02(d) and agrees to be bound by them.

     


    
      
        
        

      

      
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    (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 B-2)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E) Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation Section
      1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a
      Residual Certificate, if it is, or is holding an Ownership Interest in a
      Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii) The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii) (A)
      If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last preceding
      Permitted Transferee shall be restored, to the extent permitted by law, to
      all
      rights as holder thereof retroactive to the date of registration of such
      Transfer of such Residual Certificate. The Securities Administrator shall be
      under no liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 6.02(d) or for making
      any payments due on such Certificate to the holder thereof or for taking any
      other action with respect to such holder under the provisions of this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent that
      the
      retroactive restoration of the rights of the holder of such Residual


     


    
      
        
        

      

      
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    Certificate
      as described in clause (iii)(A) above shall be invalid, illegal or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv) The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v) The
      provisions of this Section 6.02(d) set forth prior to this subsection (v) may
      be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Securities Administrator at the expense of the party seeking to modify,
      add to or eliminate any such provision the following:

     

    (A) written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;


     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator and the Certificate Insurer, 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; and

     


    
      
        
        

      

      
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    (C) the
      written consent of the Certificate Insurer.

     

    (e) 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.

     

    (f) 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, 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.

     

    (g) No
      transfer of any Class CE-1 Certificate shall be made unless the proposed
      transferee of such Class CE-1 Certificate (1) provides to the Securities
      Administrator the appropriate tax certification forms that would eliminate
      any
      withholding or deduction for taxes from amounts payable by the Cap Counterparty
      and the Swap Provider to the Securities Administrator pursuant to the Cap
      Contract and the Swap Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
      W-8EXP or W-8ECI, as applicable (or any successor form thereto), together with
      any applicable attachments) and (2) agrees to update such forms (a) upon
      expiration of any such form, (b) as required under then applicable U.S. Treasury
      regulations and (c) promptly upon learning that any such form has become
      obsolete or incorrect, each as a condition to such transfer so long as they
      are
      in physical form. In addition, no transfer of any Class CE-1 Certificate shall
      be made if such transfer would cause the Reserve Fund or the Supplemental
      Interest Trust to be beneficially owned by two or more persons for federal
      income tax purposes, or continue to be so treated, unless (i) each proposed
      transferee of such Class CE-1 Certificate complies with the foregoing
      conditions, (ii) the proposed majority holder of the Class CE-1 Certificates
      (or
      each holder, if there is or would be no majority holder) (A) provides, or causes
      to be provided, on behalf of the Reserve Fund and the Supplemental Interest
      Trust, if applicable, the appropriate tax certification form that would be
      required from the Supplemental Interest Trust to eliminate any withholding
      or
      deduction for taxes from amounts payable by the Cap Counterparty and the Swap
      Provider to the Securities Administrator pursuant the Cap Contract and the
      Swap
      Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI,
      as
      applicable (or any successor form thereto), together with any applicable


     


    
      
        
        

      

      
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    attachments)
      and (B) agrees to update such forms (x) upon expiration of any such form, (y)
      as
      required under then applicable U.S. Treasury regulations and (z) promptly upon
      learning that any such form has become obsolete or incorrect. If, under
      applicable U.S. Treasury regulations, such tax certification form may only
      be
      signed by a trustee acting on behalf of the Supplemental Interest Trust, then
      the Securities Administrator, the Trustee or the Supplemental Interest Trust
      Trustee, as appropriate, shall sign such certification form if so requested
      by a
      holder of the Class CE-1 Certificates. Upon receipt of any tax certification
      form pursuant to the preceding conditions from a proposed transferee of any
      Class CE-1 Certificate, the Securities Administrator shall forward each tax
      certification form attributable to the Cap Contract to the Cap Counterparty
      and
      each tax certification form attributable to the Swap Agreement to the Swap
      Provider so long as the Securities Administrator is permitted to provide such
      tax certification form. Each holder of a Class CE-1 Certificate and each
      transferee thereof shall be deemed to have consented to the Securities
      Administrator forwarding to Swap Provider any tax certification form it has
      provided and updated in accordance with these transfer restrictions. Any
      purported sales or transfers of any Class CE-1 Certificate to a transferee
      which
      does not comply with the requirements of this paragraph shall be deemed null
      and
      void under this Agreement. In the event that the Securities Administrator is
      unable to provide a tax certification pursuant to this paragraph, it shall
      immediately notify the Depositor, the Cap Counterparty and the Swap
      Provider.

     

    (h) 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.

     

    (i) 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
      (i)
      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
      (ii) there is delivered to the Securities Administrator such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      actual knowledge by the Securities Administrator that such Certificate has
      been
      acquired by a protected 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 the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, 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 shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

     


    
      
        
        

      

      
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    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator, the Certificate Insurer and any agent of any of them may treat
      the Person in whose name any Certificate is registered as the owner of such
      Certificate for the purpose of receiving distributions pursuant to Section
      5.01
      and for all other purposes whatsoever, and none of the Depositor, the Servicers,
      the Trustee, the Master Servicer, the Securities Administrator or any agent
      of
      any of them shall be affected by notice to the contrary.

     

    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE-1 Certificate, Class CE-2
      Certificate, Class P Certificate or Residual Certificate to an Independent
      third
      party, the Depositor shall provide to the Securities Administrator ten copies
      of
      any private placement memorandum or other disclosure document used by the
      Depositor, if any, in connection with the offer and sale of such Certificate.
      In
      addition, if any such private placement memorandum or disclosure document is
      revised, amended or supplemented at any time following the delivery thereof
      to
      the Securities Administrator, the Depositor promptly shall inform the Securities
      Administrator of such event and shall deliver to the Securities Administrator
      ten copies of the private placement memorandum or disclosure document, as
      revised, amended or supplemented. The Securities Administrator shall maintain
      at
      its office as set forth in Section 12.05 hereof and shall make available free
      of
      charge during normal business hours for review by any Holder of a Certificate
      or
      any Person identified to the Securities Administrator as a prospective
      transferee of a Certificate, originals or copies of the following items: (i)
      in
      the case of a Holder or prospective transferee of a Class CE-1 Certificate,
      Class CE-2 Certificate, Class P Certificate or Residual Certificate, the related
      private placement memorandum or other disclosure document relating to such
      Class
      of Certificates, in the form most recently provided to the Securities
      Administrator; and (ii) in all cases, (A) this Agreement and any amendments
      hereof entered into pursuant to Section 12.01, (B) all monthly statements
      required to be delivered to Certificateholders of the relevant Class pursuant
      to
      Section 5.02 since the Closing Date, and all other notices, reports, statements
      and written communications delivered to the Certificateholders of the relevant
      Class pursuant to this Agreement since the Closing Date and (C) any copies
      of
      all Officers’ Certificates of the Servicers since the Closing Date delivered to
      the Master Servicer to evidence such Person’s determination that any P&I
      Advance or Servicing Advance was, or if made, would be a Nonrecoverable P&I
      Advance or Nonrecoverable Servicing Advance. Copies and mailing of any and
      all
      of the foregoing items will be available from the Securities Administrator
      upon
      request at the expense of the Person requesting the same.

     


    
      
        
        

      

      
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    ARTICLE
      VII


    THE
      DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

     

    SECTION
      7.01. Liability
      of the Depositor, the Servicers and the Master Servicer.

     

    The
      Depositor, the Servicers and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor,
      Servicers and Master Servicer and undertaken hereunder by the Depositor, the
      Servicers and the Master Servicer herein.

     

    SECTION
      7.02. Merger
      or
      Consolidation of the Depositor, the Servicer or the Master Servicer. 

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, each
      Servicer will keep in full effect its existence, rights and franchises as a
      limited liability company under the laws of the jurisdiction of its formation.
      Subject to the following paragraph, the Master Servicer will keep in full effect
      its existence, rights and franchises as a national banking association. The
      Depositor, the Servicers and the Master Servicer each will obtain and preserve
      its qualification to do business as a foreign 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 respective duties under this Agreement.

     

    The
      Depositor, the Servicers or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the related Servicer or the Master Servicer shall be
      a
      party, or any Person succeeding to the business of the Depositor, the related
      Servicer or the Master Servicer, shall be the successor of the Depositor, the
      related Servicer or the Master Servicer, as the case may be, hereunder, without
      the execution or filing of any paper or any further act on the part of any
      of
      the parties hereto, anything herein to the contrary notwithstanding; provided,
      however, that any successor to the related Servicer or the Master Servicer
      shall
      meet the eligibility requirements set forth in clauses (i) and (iii) of the
      last
      paragraph of Section 8.02(a) or Section 7.06, as applicable.

     

    SECTION
      7.03. Limitation
      on Liability of the Depositor, the Servicers, the Master Servicer and
      Others.

     

    None
      of
      the Depositor, the Servicers, the Securities Administrator, the Master Servicer,
      the Certificate Insurer or any of the directors, officers, employees or agents
      of the Depositor, the Servicers, the Master Servicer or the Certificate Insurer
      shall be under any liability to the Trust Fund or the Certificateholders for
      any
      action taken or for refraining from the taking of any action in good faith
      pursuant to this Agreement, or for errors in judgment; provided, however, that
      this provision shall not protect the Depositor, the Servicers, the Securities
      Administrator, the Master Servicer or any such person against any breach of
      warranties, 

     


    
      
        
        

      

      
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    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 willful misfeasance, bad faith or gross negligence in the
      performance of duties or by reason of reckless disregard of obligations and
      duties hereunder. The Depositor, the Servicers, the Securities Administrator,
      the Master Servicer and any director, officer, employee or agent of the
      Depositor, the Servicers, the Securities Administrator or the Master Servicer
      may rely in good faith on any document of any kind which, prima facie, is
      properly executed and submitted by any Person respecting any matters arising
      hereunder. The Depositor, the Servicers, the Securities Administrator, the
      Master Servicer and any director, officer, employee or agent of the Depositor,
      the Servicers, the Securities Administrator or the Master Servicer shall be
      indemnified and held harmless by the Trust Fund against any loss, liability
      or
      expense incurred in connection with any legal action relating to this Agreement,
      the Certificates or any Credit Risk Management Agreement or any loss, liability
      or expense incurred other than 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, up to the aggregate total amount
      as set forth below. None of the Depositor, the Servicers, the Securities
      Administrator or the Master Servicer shall be under any obligation to appear
      in,
      prosecute or defend any legal action unless such action is related to its
      respective duties under this Agreement and, in its opinion, does not involve
      it
      in any expense or liability; provided, however, that each of the Depositor,
      each
      Servicer, the Securities Administrator and the Master Servicer may in its
      discretion undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders and the Certificate Insurer
      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, the
      Depositor, the related Servicer, the Securities Administrator and the Master
      Servicer shall be entitled to be reimbursed therefor from the related Collection
      Account or the Distribution Account as and to the extent provided in Article
      III
      and Article IV, up to the total amount as set forth below, any such right of
      reimbursement being prior to the rights of the Certificateholders to receive
      any
      amount in the related Collection Account and the Distribution Account. The
      cumulative aggregate amount to be distributed to (i) the
      Master Servicer, the Securities Administrator and the Custodian pursuant to
      Section 3.09(b)(ii) shall not exceed $200,000 per annum and (ii) the Trustee,
      the Credit Risk Manager and the Servicers pursuant to Section 3.09(a)(vii)
      or
      3.09(b)(ii), as applicable, shall not exceed $300,000 per annum; provided,
      however, that if the indemnification expenses in any given year exceed $200,000
      with respect to (i) and/or the indemnification expenses in any given year exceed
      $300,000 with respect to (ii), such excess amount or amounts shall be carried
      forward to the following year and any subsequent year(s) thereafter until the
      indemnified party or parties are reimbursed in full. 

     

    Notwithstanding
      anything to the contrary contained herein, the Servicers shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      related Mortgage Loans and the Master Servicer shall not be liable for any
      action or inaction of the Servicers, except to the extent expressly provided
      herein, or the Credit Risk Management Agreement.

     

     


    
      
        
        

      

      
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    SECTION
      7.04. Limitation
      on Resignation of the Servicers.

     

    (a) Except
      as
      expressly provided herein, neither Servicer shall assign all or substantially
      all of its rights under this Agreement or the servicing hereunder nor delegate
      all or substantially all of its duties hereunder or sell or otherwise dispose
      of
      all or substantially all of its property or assets without, in each case, the
      prior written consent of the Master Servicer and the Certificate Insurer, which
      consent shall not be unreasonably withheld; provided, that in each case, there
      must be delivered to the Trustee and the Master Servicer a letter from each
      Rating Agency to the effect that such transfer of servicing or sale or
      disposition of assets will not result in a qualification, withdrawal or
      downgrade of the then-current rating of any of the Certificates (the “Rating
      Condition”) and that any
      attempted assignment or delegation without the prior written consent of the
      Certificate Insurer shall be null and void
      and in
      such case the related Servicer shall continue to perform its obligations under
      this Agreement. Notwithstanding the foregoing, each Servicer, without the
      consent of the Trustee or the Master Servicer, may retain third-party
      contractors to perform certain servicing and loan administration functions,
      including without limitation hazard insurance administration, tax payment and
      administration, flood certification and administration, collection services
      and
      similar functions, provided, however, that the retention of such contractors
      by
      the related Servicer shall not limit the obligation of the related Servicer
      to
      service the related Mortgage Loans pursuant to the terms and conditions of
      this
      Agreement. No Servicer shall resign from the obligations and duties hereby
      imposed on it except (i) upon determination that its duties hereunder are no
      longer permissible under applicable law or (ii) upon the related Servicer’s
      written proposal of a successor servicer reasonably acceptable to each of the
      Sponsor, the Depositor, the Master Servicer and the Certificate Insurer. No
      such
      resignation under clause (i) above shall become effective unless evidenced
      by an
      Opinion of Counsel to such effect obtained at the expense of the related
      Servicer and delivered to the Trustee, the Rating Agencies and the Certificate
      Insurer. No such resignation of a Servicer under clause (ii) shall be effective
      unless:

     

    (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;

     

    (ii) the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of the Class A
      Certificates; and

     

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

     

    Notwithstanding
      anything to the contrary, no resignation of a Servicer shall become effective
      until the Master Servicer or a successor servicer shall have assumed the related
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement.

     


    
      
        
        

      

      
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    (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 the related Servicer
      hereunder. The foregoing prohibition on assignment shall not prohibit a Servicer
      from designating a Sub-Servicer as payee of any indemnification amount payable
      to the related Servicer hereunder; provided, however, that as provided in
      Section 3.02, no Sub-Servicer shall be a third-party beneficiary hereunder
      and
      the parties hereto shall not be required to recognize any Sub-Servicer as an
      indemnitee under this Agreement.

     

    SECTION
      7.05. 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, the Rating Agencies and the
      Certificate Insurer. No resignation of the Master Servicer shall become
      effective until the Trustee or a successor master servicer meeting the criteria
      specified in Section 7.06 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
      7.06. 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 accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      shall
      (a) have a net worth of not less than $25,000,000; (b) be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) 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; (iii) the Master Servicer
      assigning and selling 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
      and (iv) the Certificate Insurer shall have consented (which consent will not
      be
      unreasonably withheld.) Any attempted assignment or delegation by the Master
      Servicer without the prior written consent of the Certificate Insurer shall
      be
      null and void and in such case the Master Servicer shall continue to perform
      its
      obligations under 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.

     

     


    
      
        
        

      

      
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    SECTION
      7.07. Rights
      of
      the Depositor in Respect of the Servicers and the Master Servicer.

     

    Each
      of
      the Master Servicer and each Servicer shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable shall afford) the Depositor, the Trustee, the Master Servicer
      and
      the Certificate Insurer, upon reasonable notice, during normal business hours,
      access to all records maintained by the Master Servicer or the related Servicer
      (and any such Sub-Servicer or Subcontractor, as applicable) in respect of the
      related Servicer’s rights and obligations hereunder and access to officers of
      the Master Servicer or the related Servicer (and those of any such Sub-Servicer
      or Subcontractor, as applicable) responsible for such obligations, and the
      Master Servicer shall have access to all such records maintained by the related
      Servicer and any Sub-Servicers or Subcontractors. Upon request, each of the
      Master Servicer and the Servicers shall furnish to the Depositor, the Trustee
      and the Certificate Insurer its (and any such Sub-Servicer’s or Subcontractor’s)
      most recent financial statements and such other information relating to the
      Master Servicer’s or the related Servicer’s capacity to perform its obligations
      under this Agreement as it possesses (and that any such Sub-Servicer or
      Subcontractor possesses). To the extent that the Master Servicer or a Servicer
      informs the Depositor, the Trustee and the Certificate Insurer that such
      information is not otherwise available to the public, none of the Depositor,
      the
      Trustee or the Certificate Insurer shall disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s or the
      related Servicer’s written consent, except as required pursuant to this
      Agreement or to the extent that it is appropriate to do so (i) to its legal
      counsel, auditors, taxing authorities or other governmental agencies and the
      Certificateholders, (ii) pursuant to any law, rule, regulation, order, judgment,
      writ, injunction or decree of any court or governmental authority having
      jurisdiction over the Depositor and the Trustee or the Trust Fund, and in any
      case, the Depositor or the Trustee, (iii) disclosure of any and all information
      that is or becomes publicly known, or information obtained by the Trustee from
      sources other than the Depositor, the related Servicer 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 related Servicer 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 7.07 shall limit the obligation of the
      Servicers to comply with any applicable law prohibiting disclosure of
      information regarding the Mortgagors and the failure of a Servicer to provide
      access as provided in this Section 7.07 as a result of such obligation shall
      not
      constitute a breach of this Section. Nothing in this Section 7.07 shall require
      the Servicers to collect, create, collate or otherwise generate any information
      that it does not generate in its usual course of business. The Servicers shall
      not be required to make copies of or ship documents to any party unless
      provisions have been made for the reimbursement of the costs thereof. The
      Depositor may, but is not obligated to, enforce the obligations of the Master
      Servicer and 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 related Servicer under this Agreement or exercise the
      rights of the Master Servicer or the related Servicer 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 Servicers under this Agreement or otherwise.

     

     


    
      
        
        

      

      
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    SECTION
      7.08. Duties
      of
      the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
      and the Credit Risk Manager shall look solely to the Servicers and/or Master
      Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the related Mortgage Loans.
      Upon any termination of the Credit Risk Manager or the appointment of a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the Servicers, the Master Servicer, the Securities Administrator, the
      Trustee, each Rating Agency and the Certificate Insurer. Notwithstanding the
      foregoing, the termination of the Credit Risk Manager pursuant to this Section
      shall not become effective until the appointment of a successor Credit Risk
      Manager. 

     

    SECTION
      7.09. Limitation
      Upon Liability of the Credit Risk Manager. 

     

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

     

    SECTION
      7.10. Removal
      of the Credit Risk Manager.

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, with
      the
      consent of the Certificate Insurer, in the exercise of its or their sole
      discretion. The Certificateholders shall provide written notice of the Credit
      Risk Manager’s removal to the Trustee. Upon receipt of such notice, the Trustee
      shall provide written notice to the Credit Risk Manager of its removal, which
      shall be effective upon receipt of such notice by the Credit Risk Manager,
      with
      a copy to the Securities Administrator and the Master Servicer.

     

     


    
      
        
        

      

      
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    SECTION
      7.11. Transfer
      of Servicing by Sponsor to a Special Servicer.

     

    With
      respect to any Mortgage Loan serviced by Ocwen which becomes sixty (60) or
      more
      days delinquent after the Closing Date, the Sponsor may, at its option, transfer
      the servicing responsibilities of such Servicer hereunder with respect to such
      Mortgage Loan. With respect to any Mortgage Loan serviced by GMAC which becomes
      sixty (60) or more days delinquent, the Sponsor shall transfer the servicing
      responsibilities of GMAC hereunder to a special servicer. No such servicing
      transfer shall become effective unless and until a successor to such Servicer
      shall have been appointed to service and administer the related Mortgage Loans
      pursuant to a special servicing agreement acceptable to the Depositor, the
      Master Servicer and the Trustee. No appointment shall be effective unless (i)
      such special servicer meets the Minimum Servicing Requirements, (ii) all amounts
      reimbursable to the related Servicer pursuant to the terms of this Agreement
      shall have been paid to the related Servicer by the special servicer including
      without limitation, all unreimbursed P&I Advances and Servicing Advances
      made by the related Servicer relating to such Mortgage Loan and all
      out-of-pocket expenses of the related Servicer incurred in connection with
      the
      transfer of servicing to such special servicer, all accrued and unpaid Servicing
      Fees relating to such Mortgage Loan and (iii) the Certificate Insurer consents
      to such appointment. The Sponsor shall provide a copy of the agreement executed
      by the special servicer to the Trustee and the Master Servicer. If the proposed
      special servicer does not meet the Minimum Servicing Requirements, the Sponsor
      shall be required to obtain written confirmation from the Rating Agencies that
      such appointment will not result in a downgrade, qualification or withdrawal
      of
      the then current rating of the Class A Certificates. The Sponsor shall notify
      the Credit Risk Manager of any transfer of servicing pursuant to this Section
      7.11.

     


    
      
        
        

      

      
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    ARTICLE
      VIII


    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default and Termination Events.

     

    (a) “Servicer
      Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i) any
      failure by the related Servicer to remit to the Securities Administrator any
      payment (other than a P&I Advance required to be made from its own funds on
      any Servicer Remittance Date pursuant to Section 5.03 of this Agreement)
      required to be made by the Servicer under the terms of the Certificates and
      this
      Agreement which continues unremedied until 3:00 p.m. New York time on the
      Business Day immediately following the date upon which written notice of such
      failure, requiring the same to be remedied, shall have been given to the related
      Servicer by the Depositor, the Securities Administrator or the Trustee (in
      which
      case notice shall be provided by telecopy), or to the Servicer, the Depositor
      and the Trustee by the Holders of Certificates entitled to at least 25% of
      the
      Voting Rights or the Certificate Insurer; or

     

    (ii) any
      failure on the part of the related Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Servicer contained in this Agreement, or the material breach by the Servicer
      of
      any representation and warranty contained in Section 2.05, which continues
      unremedied for a period of thirty (30) days after the date on which written
      notice of such failure (other than with respect to Section 3.17, Section 3.18
      and Section 3.20 hereof, for which there is no cure period), requiring the
      same
      to be remedied, shall have been given to the related Servicer by the Depositor
      or the Trustee or to the Servicer, the Depositor and the Trustee by the Holders
      of Certificates entitled to at least 25% of the Voting Rights or the Certificate
      Insurer; provided, however, that in the case of a failure that cannot be cured
      within thirty (30) days, the cure period may be extended for an additional
      thirty (30) days if the related Servicer can demonstrate to the reasonable
      satisfaction of the Trustee and the Certificate Insurer that such Servicer
      is
      diligently pursuing remedial action; or

     

    (iii) 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 related Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (iv) the
      related 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

     


    
      
        
        

      

      
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    (v) the
      related 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) failure
      by the related Servicer to duly perform, within the required time period (with
      no cure period), its obligations under Sections 3.17, 3.18 or 3.20; or


     

    (vii) any
      failure of the related Servicer to make any P&I Advance on any Servicer
      Remittance Date required to be made from its own funds pursuant to Section
      5.03
      which continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the related Servicer Remittance Date; or

     

    (viii) with
      respect to Ocwen, if Ocwen’s rating as a subprime or subordinate lien servicer
      is withdrawn or downgraded to a rating below “SQ3” by Moody’s or “Average” by
      S&P; or

     

    (ix) with
      respect to GMAC, if GMAC’s rating as a subprime or subordinate lien servicer is
      withdrawn or downgraded to a rating below “Average” by S&P.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi), (viii) or
      (ix)
      of this Section shall occur, then, and in each and every such case, so long
      as
      such Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Master Servicer may (with the consent of the Certificate Insurer), and,
      at
      the written direction of the Holders of Certificates entitled to at least 51%
      of
      Voting Rights (with the written consent of the Certificate Insurer, which shall
      not be unreasonably withheld) or at the written direction of the Certificate
      Insurer (unless a related Certificate Insurer Default has occurred or is
      continuing), shall, by notice in writing to the defaulting Servicer (and to
      the
      Depositor if given by the Master Servicer or to the Master Servicer if given
      by
      the Depositor) with a copy to the Trustee and each Rating Agency, terminate
      all
      of the rights and obligations of the defaulting Servicer in its capacity as
      a
      Servicer under this Agreement, to the extent permitted by law, and in and to
      the
      related Mortgage Loans and the proceeds thereof. If a Servicer Event of Default
      described in clause (vii) hereof shall occur, the Master Servicer shall, by
      notice in writing to the defaulting Servicer, the Depositor, the Certificate
      Insurer and the Trustee, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as a Servicer under this Agreement and
      in
      and to the related Mortgage Loans and the proceeds thereof. Subject to Section
      8.02, on or after the receipt by the defaulting Servicer of such written notice,
      all authority and power of the defaulting Servicer under this Agreement, whether
      with respect to the Certificates (other than as a Holder of any Certificate)
      or
      the Mortgage Loans or otherwise, shall pass to and be vested in the Master
      Servicer pursuant to and under this Section, and, without limitation, the Master
      Servicer is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to execute and deliver, on behalf of and at the expense of the defaulting
      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
      defaulting Servicer 

     


    
      
        
        

      

      
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    agrees
      promptly (and in any event no later than ten (10) Business Days subsequent
      to
      such notice) to provide the Master Servicer with all documents and records
      requested by it to enable it to assume the defaulting Servicer’s functions under
      this Agreement, and to cooperate with the Master Servicer in effecting the
      termination of the defaulting Servicer’s responsibilities and rights under this
      Agreement, including, without limitation, the transfer within one (1) Business
      Day to the Master Servicer for administration by it of all cash amounts which
      at
      the time shall be or should have been credited by the defaulting Servicer to
      the
      related Collection Account held by or on behalf of the defaulting Servicer
      or
      thereafter be 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
      on or prior to the date of such termination, whether in respect of P&I
      Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise,
      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). Reimbursement of unreimbursed P&I Advances, Servicing
      Advances and accrued and unpaid Servicing Fees shall be made on a first in,
      first out (“FIFO”) basis no later than the related Servicer Remittance Date. For
      purposes of this Section 8.01(a), the Master Servicer shall not be deemed to
      have knowledge of a Servicer Event of Default unless a Responsible Officer
      of
      the Master Servicer assigned to and working in the Master Servicer’s Corporate
      Trust Office has actual knowledge thereof or unless written notice of any event
      which is in fact such a Servicer Event of Default is received by the Master
      Servicer at its Corporate Trust Office and such notice references the
      Certificates, the Trust or this Agreement. The Master Servicer shall promptly
      notify the Trustee and the Rating Agencies of the occurrence of a Servicer
      Event
      of Default of which it has knowledge as provided above.

     

    The
      Master Servicer shall be entitled to be reimbursed by the defaulting Servicer
      (or from amounts on deposit in the Distribution Account if the defaulting
      Servicer is unable to fulfill its obligations hereunder) for all reasonable
      out-of-pocket or third party costs associated with the transfer of servicing
      from the defaulting Servicer, including without limitation, any reasonable
      out-of-pocket or third party costs or expenses associated with the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data as may be required by the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the related Mortgage Loans properly and effectively,
      upon presentation of reasonable documentation of such costs and expenses. Such
      reimbursement shall not be subject to the limitations set forth in Section
      7.03.

     

    (b) “Servicer
      Termination Event,” wherever used herein, means any one of the following
      events:

     

    (i) on
      any
      Distribution Date, the Rolling Three Month Deliquency Average of the Delinquency
      Percentage exceeds 13%; or 

     

    (ii) if
      there
      is a draw on the Insurance Policy; or

     

    (iii) if,
      on
      any Distribution Date, that the aggregate amount of Realized Losses (including
      any principal write downs as part of a loan modification) incurred since the
      Cut-off Date through the last day of the related Due Period divided by the
      aggregate principal balance of the Mortgage Loans as of the Cut-off Date exceeds
      the applicable percentages set forth below with respect to such Distribution
      Date:

     


    
      
        
        

      

      
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              Distribution
                Date

            	 	
              Percentages

            
	
              August
                2009 to July 2010

            	 	
              8.5%

            
	
              August
                2010 to July 2011

            	 	
              11.5%

            
	
              August
                2011 to July 2012

            	 	
              14.5%

            
	
              August
                2012 to July 2013

            	 	
              16.5%

            
	
              August
                2013 and thereafter

            	 	
              18.5%

            


    

     

    If
      a
      Servicer Termination Event described in clauses (i) through (iii) of this
      Section 8.01(b) shall occur, then the Master Servicer may (with the consent
      of
      the Certificate Insurer), and, at the written direction of the Holders of
      Certificates entitled to at least 51% of Voting Rights (with the written consent
      of the Certificate Insurer, which shall not be unreasonably withheld) or at
      the
      written direction of the Certificate Insurer (unless a related Certificate
      Insurer Default has occurred or is continuing), shall, by notice in writing
      to
      the terminated Servicer and the Depositor, with a copy to the Trustee and each
      Rating Agency, terminate all of the rights and obligations of the terminated
      Servicer in its capacity as a Servicer under this Agreement, to the extent
      permitted by law, and in and to the related Mortgage Loans and the proceeds
      thereof. Subject to Section 8.02, on or after the receipt by the terminated
      Servicer of such written notice, all authority and power of the terminated
      Servicer under this Agreement, whether with respect to the Certificates (other
      than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
      pass to and be vested in the Master Servicer pursuant to and under this Section,
      and, without limitation, the Master Servicer is hereby authorized and empowered,
      as attorney-in-fact or otherwise, to execute and deliver, on behalf of and,
      with
      respect to 8.01(b)(i) and (iii), at the expense of, the terminated 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 terminated Servicer
      agrees promptly (and in any event no later than ten (10) Business Days
      subsequent to such notice) to provide the Master Servicer with all documents
      and
      records requested by it to enable it to assume the terminated Servicer’s
      functions under this Agreement, and to cooperate with the Master Servicer in
      effecting the termination of the terminated Servicer’s responsibilities and
      rights under this Agreement, including, without limitation, the transfer within
      one (1) Business Day to the Master Servicer for administration by it of all
      cash
      amounts which at the time shall be or should have been credited by the
      terminated Servicer to the related Collection Account held by or on behalf
      of
      the terminated Servicer or thereafter be received with respect to the related
      Mortgage Loans or any related REO Property (provided, however, that the
      terminated 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,
      whether in respect of P&I Advances, Servicing Advances, accrued and unpaid
      Servicing Fees or otherwise, 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). Reimbursement of unreimbursed P&I
      Advances, Servicing Advances and accrued and unpaid Servicing Fees shall be
      made
      on a first in, first out (“FIFO”) basis no later than the related Servicer
      Remittance Date. For purposes of this Section 8.01(a), the Master Servicer
      shall
      not be deemed to have knowledge of a Servicer Termination Event unless a
      Responsible Officer of the Master Servicer assigned to and working in the Master
      Servicer’s Corporate Trust Office has actual knowledge thereof or unless written
      notice of any event which is in fact such a Servicer Termination Event is
      received by the Master Servicer at its Corporate Trust Office and such notice
      references the Certificates, the Trust or this Agreement. The Master Servicer
      shall promptly notify the Trustee and the Rating Agencies of the occurrence
      of a
      Servicer Termination Event of which it has knowledge as provided
      above.

     


    
      
        
        

      

      
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    The
      Master Servicer shall be entitled to be reimbursed (i) for a transfer pursuant
      to Section 8.01(b)(i) or (iii), by the terminated Servicer (or from amounts
      on
      deposit in the Distribution Account if the terminated Servicer is unable to
      fulfill its obligations hereunder) or (ii) for a transfer pursuant to Section
      8.01(ii), from amounts on deposit in the Distribution Account for all reasonable
      out-of-pocket or third party costs associated with the transfer of servicing
      from the terminated Servicer, including without limitation, any reasonable
      out-of-pocket or third party costs or expenses associated with the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data as may be required by the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the related Mortgage Loans properly and effectively,
      upon presentation of reasonable documentation of such costs and expenses. The
      terminated Servicer shall be entitled to be reimbursed for a transfer pursuant
      to 8.01(b)(ii) from amounts on deposit in the Distribution Account for all
      reasonable out-of-pocket or third party costs associated with the transfer
      of
      servicing from the terminated Servicer, including without limitation, any
      reasonable out-of-pocket or third party costs or expenses associated with the
      complete transfer of all servicing data, upon presentation of reasonable
      documentation of such costs and expenses. Such reimbursement shall not be
      subject to the limitations set forth in Section 7.03.

     

    (c) “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (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 2.04, which
      continues unremedied for a period of 30 days after the date on which written
      notice of such failure, or after such other period as set forth in this
      Agreement, 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
      25% of the Voting Rights or the Certificate Insurer; 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 90 days; or

     


    
      
        
        

      

      
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    (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) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor, the Trustee or the Certificate Insurer (unless a
      related Certificate Insurer Default has occurred and is continuing) may (with
      the consent of the Certificate Insurer), and, at the written direction of the
      Holders of Certificates entitled to at least 51% of Voting Rights (with the
      consent of the Certificate Insurer), 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(c), the Trustee shall not be deemed to have
      knowledge of a Master Servicer Event of 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 Event of 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
      Event of Default of which it has knowledge as provided above.

     


    
      
        
        

      

      
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    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of
      losses pursuant to Section 3.10) by the terms and provisions hereof including,
      without limitation, but subject to the Master Servicer’s and Trustee’s
      determination of recoverability, the Master Servicer’s obligations to make
      P&I Advances no later than each Distribution Date pursuant to Section 5.03;
      provided, however, that if the Trustee is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Trustee shall not be obligated to make P&I Advances pursuant to Section
      5.03; and provided further, that any failure to perform such duties or
      responsibilities caused by the Master Servicer’s failure to provide information
      required by Section 8.01 shall not be considered a default by the Trustee as
      successor to the Master Servicer hereunder and neither the Trustee nor any
      other
      successor master servicer shall be liable for any acts or omissions of the
      terminated master servicer. As compensation therefor, the Trustee shall be
      entitled to the Master Servicing Fee and all funds relating to the Mortgage
      Loans, investment earnings on the Distribution Account and all other
      remuneration to which the Master Servicer would have been entitled if it had
      continued to act hereunder.

     

    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 Event of 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. Such reimbursement shall not be subject to the limitations set forth
      in
      Section 7.03 hereunder.

     

    Notwithstanding
      the foregoing, the Trustee may if it shall be unwilling to continue to 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 $25,000,000 and approved by
      the
      Certificate Insurer, which approval shall not be unreasonably delayed or
      withheld, 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.

     

    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.

     

     


    
      
        
        

      

      
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    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) Subject
      to the following paragraph, on and after the time a Servicer receives a notice
      of termination, the Master Servicer shall be the successor in all respects
      to
      the related Servicer in its capacity as a Servicer under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Master Servicer (except for any representations or warranties of the
      related Servicer under this Agreement, the responsibilities, duties and
      liabilities contained in Section 2.03 and the obligation to deposit amounts
      in
      respect of losses pursuant to Section 3.10(b)) by the terms and provisions
      hereof including, without limitation, the related Servicer’s obligations to make
      P&I Advances pursuant to Section 5.03 of this Agreement; provided, however,
      that if the Master Servicer is prohibited by law or regulation from obligating
      itself to make advances regarding delinquent mortgage loans, then the Master
      Servicer shall not be obligated to make P&I Advances pursuant to Section
      5.03 of this Agreement; and provided further, that any failure to perform such
      duties or responsibilities caused by the related Servicer’s failure to provide
      information required by Section 8.01 shall not be considered a default by the
      Master Servicer as successor to such Servicer hereunder; provided, however,
      that
      (1) it is understood and acknowledged by the parties hereto that there will
      be a
      period of transition (not to exceed 120 days) before the actual servicing
      functions can be fully transferred to the Master Servicer or any successor
      servicer appointed in accordance with the following provisions and (2) any
      failure to perform such duties or responsibilities caused by the related
      Servicer’s failure to provide information required by Section 8.01 of this
      Agreement shall not be considered a default by the Master Servicer as successor
      to such Servicer. As compensation therefor, the Master Servicer shall be
      entitled to the Servicing Fee and all funds relating to the Mortgage Loans
      to
      which the terminated Servicer would have been entitled if it had continued
      to
      act hereunder. Notwithstanding the above and subject to the immediately
      following paragraph, the Master Servicer may, if it shall be unwilling to so
      act, or shall, if it is unable to so act promptly appoint or petition a court
      of
      competent jurisdiction to appoint, a Person that satisfies the eligibility
      criteria set forth below as the successor to the terminated Servicer under
      this
      Agreement in the assumption of all or any part of the responsibilities, duties
      or liabilities of the terminated Servicer under this Agreement.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
      or for any differential in the amount of the Servicing Fee or Master Servicing
      Fee, as applicable, or paid hereunder and the amount necessary to induce any
      successor servicer or successor master servicer to act as successor servicer
      or
      successor master servicer under this Agreement and the transactions set forth
      or
      provided for herein.

     

    Any
      successor servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000, (iv) assume all the responsibilities, duties or
      liabilities of the Servicer (other than liabilities of the Servicer hereunder
      incurred prior to termination of the Servicer under Section 8.01 herein) under
      this Agreement as if originally named as a party to this Agreement and (v)
      be
      approved by the Certificate Insurer by a written consent.

     


    
      
        
        

      

      
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    (b) (1)
      All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) and incurred by the Trustee,
      the
      Master Servicer and any successor servicer under paragraph (b)(2) below) in
      connection with the termination of the Servicer shall be paid by the terminated
      Servicer upon presentation of reasonable documentation of such costs, and if
      such predecessor or initial Servicer, as applicable, defaults in its obligation
      to pay such costs, the successor servicer, the Master Servicer and the Trustee
      shall be entitled to reimbursement therefor from the assets of the Trust
      Fund.

     

    (2)
      No
      appointment of a successor to a Servicer under this Agreement shall be effective
      until the assumption by the successor of all of the related Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Trustee may make such
      arrangements for the compensation of such successor out of payments on the
      related Mortgage Loans as it and such successor shall agree; provided, however,
      that no such compensation shall be in excess of that permitted hereunder. The
      Depositor, the Trustee and such successor shall take such action, consistent
      with this Agreement, as shall be necessary to effectuate any such succession.
      Pending appointment of a successor to a Servicer under this Agreement, the
      Master Servicer shall act in such capacity as hereinabove provided.

     

    SECTION
      8.03. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of any Servicer or the Master Servicer pursuant to Section 8.01(a)
      or (b) or any appointment of a successor to the related Servicer or the Master
      Servicer pursuant to Section 8.02, the Trustee shall give prompt written notice
      thereof to the Certificateholders at their respective addresses appearing in
      the
      Certificate Register and to the Certificate Insurer.

     

    (b) Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of
      Certificates, the Certificate Insurer, the Swap Provider and the Cap
      Counterparty notice of each such occurrence, unless such default or Servicer
      Event of Default or Master Servicer Event of Default shall have been cured
      or
      waived.

     

    SECTION
      8.04. Waiver
      of
      Servicer Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may (with the consent of the Certificate
      Insurer unless a Certificate Insurer Default shall occur and is continuing,
      in
      which case no consent shall be required) waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that a Servicer
      Event of Default under clause (i) or (vii) of Section 8.01(a) may be waived
      only
      by all of the Holders of the Regular Certificates (with the consent of the
      Certificate 

     

    
      
        
        

      

      
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    Insurer
      unless a Certificate Insurer Default shall occur and is continuing, in which
      case no consent shall be required). Upon any such waiver of a default, Servicer
      Event of Default or Master Servicer Event of Default, such default, Servicer
      Event of Default or Master Servicer Event of Default shall cease to exist and
      shall be deemed to have been remedied for every purpose hereunder. No such
      waiver shall extend to any subsequent or other default, Servicer Event of
      Default or Master Servicer Event of Default or impair any right consequent
      thereon except to the extent expressly so waived.

     


    
      
        
        

      

      
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    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01. Duties
      of
      Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default 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. During the
      continuance of a Master Servicer Event of Default, 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 its 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.

     

    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 and the Certificate
      Insurer.

     

    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.

     

    The
      standard of care owed by the Securities Administrator to the Certificateholders

      under this Agreement shall be the same standard of care owed by the Securities
      Administrator to the Swap Counterparty with respect to the Swap Counterparty’s
      rights under this Agreement and the Swap Agreement and the Securities
      Administrator shall be entitled to the same benefits and limitations described
      in this Article IX under the Swap Agreement.

    


    The
      standard of care owed by the Securities Administrator to the Certificateholders
      under this Agreement shall be the same standard of care owed by the Securities
      Administrator to the Cap Counterparty with respect to the holding and return
      of
      any collateral posted by such Cap Counterparty as described in Section 5.10
      of
      this Agreement and the Securities Administrator shall be entitled to the same
      benefits and limitations described in this Article IX under the Cap
      Contract.

    



    
      
        
        

      

      
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    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 Event of Default and after the curing or
      waiver of all such Master Servicer Events of Default 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 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 such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      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, 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 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 the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (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 in accordance
      with the direction of the Certificate Insurer or the Holders of Certificates
      entitled to at least 25% of the Voting Rights (with the consent of the
      Certificate Insurer) relating 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 power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02. Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 9.01:

     

    (i) Before
      taking any action hereunder, the Trustee and the Securities Administrator may
      request and rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or
      parties;

     


    
      
        
        

      

      
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    (ii) The
      Trustee and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or any Opinion of Counsel shall be
      full
      and complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance with such
      advice or Opinion of Counsel; provided, however, that a copy of any such Opinion
      of Counsel shall be provided to the Certificate Insurer;

     

    (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 or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders or the
      Certificate Insurer, pursuant to the provisions of this Agreement, unless such
      Certificateholders or the Certificate Insurer, as applicable, 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 Event of Default (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 such person’s
      own affairs;

     

    (iv) Neither
      the Trustee nor the Securities Administrator shall be liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement except in the case of negligence or willful
      misconduct;

     

    (v) Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default 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 the Certificate Insurer or the Holders of
      Certificates entitled to at least 25% of the Voting Rights; provided, however,
      that if 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 by the Certificate Insurer or such
      Certificateholder, the Trustee or the Securities Administrator, as applicable,
      may require reasonable indemnity satisfactory to it against such expense, or
      liability from the Certificate Insurer or such Certificateholders, as
      applicable, as a condition to taking any such action;

     


    
      
        
        

      

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

     

    (vii) The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Accounts, (b) the investment of funds held in
      the
      Distribution Account, (c) the investment of funds held in the Reserve Fund
      or
      (d) the redemption or sale of any such investment as therein
      authorized;

     

    (viii) The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement;

     

    (ix) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; and

     

    (x) Should
      the Trustee or the Securities Administrator deem the nature of any action
      required on its part to be unclear, the Trustee or the Securities Administrator
      may require prior to such action that it be provided by the Depositor with
      reasonable further instructions, which instructions shall be acceptable to
      the
      Certificate Insurer.

     

    (xi) No
      provision of this Agreement shall require the Trustee (regardless of the
      capacity in which it is acting) to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties hereunder,
      or in the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      risk or liability is not reasonably assured to it.

     

    (xii) The
      Trustee shall not have any duty to conduct any affirmative investigation
      (including, but not limited to, reviewing any report delivered to the Trustee
      in
      connection with the review of the Mortgage Files) as to the occurrence of any
      condition requiring the repurchase of any Mortgage Loan by the Sponsor pursuant
      to this Agreement or the Mortgage Loan Purchase Agreement, as applicable, or
      the
      eligibility of any Mortgage Loan for purposes of this Agreement.

     

    (b) All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     


    
      
        
        

      

      
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    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 Swap Agreement.

     

    (c) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
      perform the obligations, and make any representations to be exercised,
      performed, or made by the Supplemental Interest Trust Trustee, as described
      herein. The Supplemental Interest Trust Trustee is hereby directed to execute
      and deliver 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
      Sponsor, the Servicers, the Depositor and the Certificateholders (by acceptance
      of their Certificates) acknowledge and agree that:

     

    (i) the
      Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
      on behalf of Party B (as defined therein), 

     

    (ii) 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

     

    (iii) the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Swap
      Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Supplemental Interest Trust Trustee shall
      apply to the Supplemental Interest Trust Trustee’s execution of 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 execution of the Swap Agreement, and the performance
      of its duties and satisfaction of its obligations thereunder.

     

    (d) The
      Trustee is hereby directed to exercise the rights, perform the obligations,
      and
      make any representations to be exercised, performed, or made, as described
      herein. The Trustee is hereby directed to execute and deliver the Cap Contract
      on behalf of Party B (as defined therein) and to exercise the rights, perform
      the obligations, and make the representations of Party B thereunder, solely
      in
      its capacity as Trustee on behalf of Party B (as defined therein) and not in
      its
      individual capacity.

     

    The
      Sponsor, the Servicers, the Depositor and the Certificateholders by acceptance
      of their Certificates acknowledge and agree that:

     


    
      
        
        

      

      
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    (i) the
      Trustee shall execute and deliver the Cap Contract on behalf of Party B (as
      defined therein), 

     

    (ii) the
      Trustee shall exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Trustee on
      behalf of Party B (as defined therein) and not in its individual capacity,
      and

     

    (iii) the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Cap
      Contract.

     

    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
      of the Cap Contract, and the performance of its duties and satisfaction of
      its
      obligations thereunder.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Cap Contract.

     

    (e) The
      Trustee is hereby directed to execute and deliver the Cap Contract for Party
      B
      (as defined therein) and to perform the obligations of Party B thereunder on
      the
      Closing Date and thereafter on behalf of the Holders of the Certificates. The
      Sponsor, the Depositor and the Certificateholders by acceptance of their
      Certificates acknowledge and agree that the Trustee shall execute and deliver
      the Cap Contract for Party B (as defined therein) and to perform the obligations
      of Party B thereunder and shall do so solely in its capacity as Trustee and
      not
      in its individual capacity. The Trustee is hereby directed and does hereby
      direct the Securities Administrator and the Securities Administrator is hereby
      empowered under this Agreement to act on behalf of the Trustee. Any funds
      payable by the Securities Administrator under the Cap Contract at closing shall
      be paid by the Depositor. Notwithstanding anything to the contrary contained
      herein, neither the Trustee nor the Securities Administrator shall be required
      to make any payments to the Cap Counterparty under the Cap Contract unless
      otherwise set forth in the Cap Contract.

     

    (f) None
      of
      the Securities Administrator, the Master Servicer, the Servicers, the Sponsor,
      the Depositor, the Custodians or the Trustee shall be responsible for the acts
      or omissions of the others or the Swap Provider or the Cap Counterparty, it
      being understood that this Agreement shall not be construed to render those
      partners joint venturers or agents of one another.

     

    (g) The
      Trustee is hereby directed to execute the Insurance Agreement and the Premium
      Letter on behalf of the Trust, and the Trustee shall have no responsibility
      for
      the contents of the Insurance Agreement or the Premium Letter, including,
      without limitation, the representations and warranties contained
      therein.

     

     


    
      
        
        

      

      
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    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 acknowledgments 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), the Swap Agreement or of the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan or related document. 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 or the Master Servicer in respect
      of the Mortgage Loans or deposited in or withdrawn from the Collection Account
      by the Servicer, other than with respect to the Securities Administrator any
      funds held by it or on behalf of the Trustee in accordance with Sections 3.24,
      3.25 and 5.07 of this Agreement.

     

    SECTION
      9.04. Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05. Fees
      and
      Expenses of Trustee, Custodians and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, of Wells Fargo as
      the
      Custodian under the Wells Fargo Custodial Agreement and of DBNTC as the
      Custodian under the DBNTC Custodial Agreement 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
      Custodians and any director, officer, employee or agent of the Trustee, the
      Securities Administrator and the Custodians 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 Custodians or the
      Securities Administrator in connection with any claim or legal action or 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 and any and all other agreements
      related hereto, other than any loss, liability or expense, as applicable (i)
      solely with respect to the Trustee, for which the Trustee is indemnified by
      the
      Master Servicer or a Servicer, (ii) that constitutes a specific liability of
      the
      Trustee or the Securities Administrator pursuant to Section 11.01(g) 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, as applicable, or by reason of reckless disregard
      of
      obligations and duties hereunder, subject to the limitations in Section 7.03
      hereof. In no event shall the Trustee, the Custodians, the Master Servicer
      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. In addition, the Sponsor agrees to indemnify the Trustee
      for, and to hold the Trustee harmless against, any loss, liability or expense
      arising out of, or in connection with, the provisions set forth in the last
      paragraph of Section 2.01, including, without limitation, all costs, liabilities
      and expenses (including reasonable legal fees and expenses) of investigating
      and
      defending itself against any claim, action or proceeding, pending or threatened,
      relating to the provisions of such paragraph. 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 Custodians. Any payment under this Section 9.05 made by
      the
      Master Servicer to the Trustee in respect of the Trustee’s fees or the Master
      Servicer’s indemnification obligation to the Trustee shall be from the Master
      Servicer’s own funds, without reimbursement from REMIC I therefor.

     

     


    
      
        
        

      

      
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    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, the Master Servicer
      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, Servicer, the
      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
      the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
      a rating confirmation). If no successor securities administrator shall have
      been
      appointed and shall have accepted appointment within 60 days after Wells Fargo
      Bank, National Association, as Securities Administrator, ceases to be the
      securities administrator pursuant to this Section 9.06, then the Trustee shall
      petition any court of competent jurisdiction, at the expense of the Trust,
      for
      the appointment of a successor securities administrator which satisfies the
      eligibility criteria set forth herein. The Trustee shall notify the Rating
      Agencies of any change of Securities Administrator.

     

     


    
      
        
        

      

      
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    SECTION
      9.07. Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, Master Servicer, Securities Administrator (or the Trustee, if the
      Securities Administrator resigns), Certificate Insurer, Swap Provider, Cap
      Counterparty and Certificateholders. Upon receiving such notice of resignation,
      the Depositor shall promptly appoint a successor trustee or successor securities
      administrator (with the prior written consent of the Certificate Insurer, which
      consent shall not be unreasonably delayed or withheld) 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, the Master Servicer and the Certificate Insurer 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, successor securities administrator, Trustee or 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 (with the consent of the Certificate Insurer
      unless a Certificate Insurer Default has occurred and is continuing, in which
      case, no consent shall be required) or the Certificate Insurer may remove the
      Trustee or the Securities Administrator, as applicable and the Depositor shall
      appoint a successor trustee or successor securities administrator (with the
      prior written consent of the Certificate Insurer, not to be unreasonably delayed
      or withheld), 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 (with
      the
      consent of the Certificate Insurer unless a Certificate Insurer Default has
      occurred and is continuing, in which case, no consent shall be required), upon
      the failure of the Trustee to perform its obligations hereunder, may at any
      time
      remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator (with the prior written consent
      of
      the Certificate Insurer, not to be unreasonably delayed or withheld) 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
      Certificate Insurer, 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.

     


    
      
        
        

      

      
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    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.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.07 shall also be
      required to serve as successor supplemental interest trust trustee under the
      Swap Agreement and as Trustee on behalf of Party B under the Cap
      Contract.

     

    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 shall execute, acknowledge and deliver to the Depositor and its
      predecessor trustee or predecessor securities administrator an 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 unless at the time of such acceptance such successor
      trustee or successor securities administrator shall be eligible under the
      provisions of Section 9.06 and the appointment of such successor trustee or
      successor securities administrator shall not result in a downgrading of any
      Class of Certificates by any Rating Agency, as evidenced by a letter from each
      Rating Agency.

     


    
      
        
        

      

      
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    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register, the Swap Provider and the Cap
      Counterparty. If the Depositor fails to mail such notice within ten (10) days
      after acceptance of appointment by the successor trustee or successor securities
      administrator, the successor trustee or successor securities administrator
      shall
      cause such notice to be mailed at the expense of the Depositor.

     

    SECTION
      9.09. Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06, without the execution or
      filing of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

     

    SECTION
      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. Any such co-trustee or separate trustee shall be subject to the
      written approval of the Certificate Insurer. If the Certificate Insurer shall
      not have joined in such appointment or indicated that it does not approve within
      15 days after the receipt by it of a request to do so, the Trustee alone shall
      have the power to make such and appointment. 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.

     


    
      
        
        

      

      
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    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 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 Servicer, the Depositor and the Certificate Insurer, 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.

     


    
      
        
        

      

      
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    (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.

     

    (vi) 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.

     


    
      
        
        

      

      
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    ARTICLE
      X


    TERMINATION

     

    SECTION
      10.01. Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a) Subject
      to Section 10.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers and the Trustee (other than the obligations of the Master Servicer
      to the Trustee pursuant to Section 9.05 and of the Servicers to make remittances
      to the Securities Administrator and the Securities Administrator to make
      payments in respect of the REMIC I Regular Interests, REMIC I Regular Interests
      or the Classes of Certificates as hereinafter set forth) shall terminate upon
      payment to the Certificateholders and the Certificate Insurer and the deposit
      of
      all amounts held by or on behalf of the Trustee and required hereunder to be
      so
      paid or deposited on the Distribution Date coinciding with or following the
      earlier to occur of (i) the purchase by the Terminator (as defined below) of
      all
      Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Mortgage Loan or REO Property remaining in REMIC I; provided, however, that
      in
      no event shall the trust created hereby continue beyond the earlier of (i)
      the
      expiration of 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 Final Maturity Date. The purchase
      by the Terminator of all Mortgage Loans and each REO Property remaining in
      REMIC
      I shall be at a price (the “Termination Price”) equal to the sum of (i) the
      greater of (A) the aggregate Purchase Price of all the Mortgage Loans included
      in REMIC I, plus the appraised value of each REO Property, if any, included
      in
      REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon
      by
      the Terminator and the Trustee in their reasonable discretion and (B) the
      aggregate fair market value of all of the assets of REMIC I (as determined
      by
      the Terminator (defined below) and the Trustee, as of the close of business
      on
      the third Business Day next preceding the date upon which notice of any such
      termination is furnished to Certificateholders pursuant to the third paragraph
      of this Section 10.01), (ii) any amounts due and owing to the Swap Provider
      under the Swap Agreement and any previous swap provider as of the termination
      date (including a Swap Termination Payment owed to the Swap Provider in
      connection with such optional termination), (iii) any amounts due and owing
      to
      the Certificate Insurer under the Insurance Policy, the Insurance Agreement
      and
      this Agreement plus (iv) any amounts due the Servicers and the Master Servicer
      in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding
      P&I Advances and Servicing Advances. 

     

    (b) The
      Master Servicer or, if the Master Servicer fails to exercise such optional
      termination right, the Certificate Insurer (either the Master Servicer or the
      Certificate Insurer, the “Terminator”) shall have the right to purchase all of
      the Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
      (i) of the preceding paragraph no later than the Determination Date in the
      month
      immediately preceding the Distribution Date on which the Certificates will
      be
      retired; provided, however, that the Terminator may elect to purchase all of
      the
      Mortgage Loans on a servicing retained basis and each REO Property remaining
      in
      REMIC I pursuant to clause (i) above only if the aggregate Scheduled Principal
      Balance of the Mortgage Loans and each REO Property remaining in the Trust
      Fund
      at the time of such election is reduced to less than or equal to 10% of the
      aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
      Date. In addition, if the Master Servicer exercises the optional termination
      right, the Master Servicer shall be required to obtain the prior written consent
      of the Certificate Insurer if (a) any amounts are owed to the Certificate
      Insurer or (ii) the optional termination would result in a draw on the Insurance
      Policy. By acceptance of the Residual Certificates, the Holder of the Residual
      Certificates agrees, in connection with any termination hereunder, to assign
      and
      transfer any portion of the Termination Price in excess of par, and to the
      extent received in respect of such termination, to pay any such amounts to
      the
      Holders of the Class CE-1 Certificates. Notwithstanding the foregoing, the
      optional termination right may only be exercised by the Certificate Insurer
      if
      (1) the Certificate Insurer receives written notification from the Master
      Servicer that the Master Servicer will not exercise such optional termination
      right or (2) the Certificate Insurer does not receive such written notification
      from the Master Servicer, and the Master Servicer fails to exercise its optional
      termination right by the third Distribution Date following the date such right
      became exercisable; provided, however, in no event shall the Certificate Insurer
      exercise its optional termination right under (1) or (2) above unless it first
      provides written notice to the Authorized Officers of the Sponsor that it
      intends to exercise such optional termination right. In
      the
      event the optional termination right is exercised by the Terminator, the
      Servicers shall remain the servicer of record of the related Mortgage Loan
      unless the related Servicer was terminated as Servicer prior to the exercise
      of
      such optional termination right.

     


    
      
        
        

      

      
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    (c) In
      connection with any optional termination, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(f),
      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 (as defined in the Swap Agreement). 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 Terminator of the amount of the
      Estimated Swap Termination Payment. 

     

    (d) Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.01(f), (i) the Terminator 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 Scheduled Principal
      Balance of all of the Mortgage Loans as of the related Determination Date is
      not
      more than 10% of the aggregate Principal Balance of the Mortgage
      Loans
      as of
      the Cut-off Date and that all other requirements of the optional termination
      have been met, including without limitation, the deposit required pursuant
      to
      the immediately preceding clause (i) as well as the requirements specified
      in
      Section 10.03, then the Securities Administrator shall, on the same Business
      Day, provide written notice to the Depositor, the Master Servicer, the
      Servicers, the Supplemental Interest Trust Trustee, the Trustee, the Swap
      Provider and the Certificate Insurer 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 10.01(f) 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 10.01(f). 

     


    
      
        
        

      

      
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    (e) 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 Terminator 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 5.07, 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 Terminator 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. 

     

    (f) Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificate Insurer and the Certificateholders
      mailed (a) in the event such notice is given in connection with the purchase
      of
      the Mortgage Loans and each REO Property by the Terminator, not earlier than
      the
      15th day and not later than the 25th day of the month preceding the month of
      the
      final distribution on the Certificates or (b) otherwise during the month of
      such
      final distribution on or before the Determination Date in such month, in each
      case specifying (i) the Distribution Date upon which the Trust Fund will
      terminate and the final payment in respect of the REMIC I Regular Interests
      or
      the Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I Regular Interests or the Certificates from and after
      the Interest Accrual Period relating to the final Distribution Date therefor
      and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Securities Administrator. In the event such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Terminator, the Terminator shall
      deliver to the Securities Administrator for deposit in the Distribution Account
      not later than the Business Day prior to the Distribution Date on which the
      final distribution on the Certificates an amount in immediately available funds
      equal to the above-described Termination Price. The Securities Administrator
      shall remit to the Servicers the Master Servicer, the Trustee, the Certificate
      Insurer and the applicable Custodian from such funds deposited in the
      Distribution Account (i) any amounts which the Servicers would be permitted
      to
      withdraw and retain from the Collection Accounts pursuant to Section 3.09 as
      if
      such funds had been deposited therein (including all unpaid Servicing Fees,
      Master Servicing Fees and all outstanding P&I Advances and Servicing
      Advances) and (ii) any other amounts otherwise payable by the Securities
      Administrator to the Master Servicer, the Trustee, the applicable Custodian,
      the
      Swap Provider, the Certificate Insurer and the Servicers from amounts on deposit
      in the Distribution Account pursuant to the terms of this Agreement prior to
      making any final distributions pursuant to Section 10.01(d) below. 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 Terminator the Mortgage Files for the remaining Mortgage Loans, and
      Trustee shall execute all assignments, endorsements and other instruments
      delivered to it and necessary to effectuate such transfer.

     


    
      
        
        

      

      
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    (g) Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with Section
      5.01 in respect of the Certificates so presented and surrendered. Any funds
      not
      distributed to any Holder or Holders of Certificates being retired on such
      Distribution Date because of the failure of such Holder or Holders 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 Holder or Holders.
      If
      any Certificates as to which notice has been given pursuant to this Section
      10.01 shall not have been surrendered for cancellation within six months after
      the time specified in such notice, the Securities Administrator shall mail
      a
      second notice to the remaining non-tendering Certificateholders to surrender
      their Certificates for cancellation in order to receive the final distribution
      with respect thereto. If within one year after the second notice all such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall, directly or through an agent, mail a final notice to the
      remaining non-tendering Certificateholders concerning surrender of their
      Certificates. The costs and expenses of maintaining the funds in trust and
      of
      contacting such Certificateholders shall be paid out of the assets remaining
      in
      the trust funds. If within one (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      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 final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts held
      in
      trust by the Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO Property
      or the final payment on or other liquidation of the last Mortgage Loan or REO
      Property remaining in REMIC I pursuant to Section 10.01, the Trust Fund shall
      be
      terminated in accordance with the following additional
      requirements:

     

    (i) The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to Treasury regulation Section 1.860F-1 and shall satisfy all requirements
      of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained by and at the expense
      of the Terminator;

     


    
      
        
        

      

      
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    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii) 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 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.

     

    (b) At
      the
      expense of the Terminator (or, if the Trust Fund is being terminated as a result
      of the occurrence of the event described in clause (ii) of the first paragraph
      of Section 10.01, at the expense of the Trust Fund), the Terminator shall
      prepare or cause to be prepared the documentation required in connection with
      the adoption of a plan of liquidation of each Trust REMIC pursuant to this
      Section 10.02.

     

    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     


    
      
        
        

      

      
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    ARTICLE
      XI


    REMIC
      PROVISIONS

     

    SECTION
      11.01. REMIC
      Administration.

     

    (a) The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator on Form 1066 or other appropriate
      federal tax or information return or any appropriate state return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the “regular
      interests” in REMIC I and the Class R-I Interest shall be designated as the
“residual interest” in REMIC I. For the purposes of the REMIC election in
      respect of REMIC II, the REMIC II Regular Interests shall be designated as
      the
“regular interests” in REMIC II and the Class R-II Interest shall be designated
      as the “residual interest” in REMIC II. The Class A Certificates and the Class
      CE-1 Certificates (exclusive of any right to receive payments from or obligation
      to make payments to the Reserve Fund in respect of the Net WAC Rate Carryover
      Amounts or the Supplement Interest Trust), the Class CE-2 Certificates, the
      Class P Certificates and the Class IO Interest shall be designated as the
“regular interests” in REMIC III and the Class R-III Interest shall be
      designated as the “residual interest” in REMIC III. The Trustee shall not permit
      the creation of any “interests” in each Trust REMIC (within the meaning of
      Section 860G of the Code) other than the REMIC I Regular Interests, REMIC II
      Regular Interests, Class IO Interest and the interests represented by the
      Certificates.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     


    
      
        
        

      

      
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    (e) The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) 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) (either such event, an “Adverse REMIC Event”) unless such action or
      inaction is permitted under this Agreement or the Trustee and the Securities
      Administrator have received an Opinion of Counsel, addressed to the them (at
      the
      expense of the party seeking to take such action but in no event at the expense
      of the Trustee or the Securities Administrator) to the effect that the
      contemplated action will not, with respect to any Trust REMIC, endanger such
      status or result in the imposition of such a tax, nor (iii) shall the Securities
      Administrator take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee has advised it in writing that it has
      received an Opinion of Counsel to the effect that an Adverse REMIC Event could
      occur with respect to such action; provided that the Securities Administrator
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      In
      addition, prior to taking any action with respect to any Trust REMIC or the
      respective assets of each, or causing any Trust REMIC to take any action, which
      is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel (and conclusively rely upon the advice of
      such
      counsel) to make such written advice, and the cost of same shall be borne by
      the
      party seeking to take the action not permitted by this Agreement, but in no
      event shall such cost be an expense of the Trustee.

     


    
      
        
        

      

      
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    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
      on any contributions to any such REMIC after the Startup Day therefor pursuant
      to Section 860G(d) of the Code, or any other tax is imposed by the Code or
      any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trustee pursuant to Section 11.03, if such tax arises out of or results
      from a breach by the Trustee of any of its obligations under this Article XI,
      (ii) to the Securities Administrator pursuant to Section 11.03, if such tax
      arises out of or results from a breach by the Securities Administrator of any
      of
      its obligations under this Article XI, (iii) to the Master Servicer pursuant
      to
      Section 11.03, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article IV or under this Article XI,
      (iv) to the related Servicer pursuant to Section 11.03, if such tax arises
      out
      of or results from a breach by such Servicer of any of its obligations under
      Article III or under this Article XI, or (v) in all other cases, against amounts
      on deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i) Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with Section
      2.03 unless it shall have received an Opinion of Counsel to the effect that
      the
      inclusion of such assets in the Trust Fund will not cause the related REMIC
      to
      fail to qualify as a REMIC at any time that any Certificates are outstanding
      or
      subject such REMIC to any tax under the REMIC Provisions or other applicable
      provisions of federal, state and local law or ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k) 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. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

     


    
      
        
        

      

      
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    SECTION
      11.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Servicers, the Securities Administrator, the Master Servicer
      or the Trustee shall sell, dispose of or substitute for any of the Mortgage
      Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
      the termination of REMIC I pursuant to Article X of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II of this Agreement), nor acquire any assets
      for any Trust REMIC (other than REO Property acquired in respect of a defaulted
      Mortgage Loan), nor sell or dispose of any investments in the related Collection
      Account or the Distribution Account for gain, nor accept any contributions
      to
      any Trust REMIC after the Closing Date (other than a Qualified Substitute
      Mortgage Loan delivered in accordance with Section 2.03), unless it has received
      an Opinion of Counsel, addressed to the Trustee, the Securities Administrator
      and the Certificate Insurer (at the expense of the party seeking to cause such
      sale, disposition, substitution, acquisition or contribution but in no event
      at
      the expense of the Trustee) that such sale, disposition, substitution,
      acquisition or contribution will not (a) affect adversely the status of any
      Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax
      on
“prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    SECTION
      11.03. Indemnification.

     

    (a) The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator, the
      Certificate Insurer, the Swap Provider, the Cap Counterparty or the Servicers
      including, without limitation, any reasonable attorneys fees imposed on or
      incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
      Administrator, the Certificate Insurer or the Servicers as a result of the
      Trustee’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Trustee set forth in this
      Agreement.

     

    (b) Each
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator, the Certificate Insurer and the Trustee for any
      taxes and costs including, without limitation, any reasonable attorneys’ fees
      imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator, the Certificate Insurer or the Trustee, as a
      result of the related Servicer’s failure to perform its covenants set forth in
      Article III in accordance with the standard of care of the related Servicer
      set
      forth in this Agreement.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the
      Servicers, the Certificate Insurer and the Trustee for any taxes and costs
      including, without limitation, any reasonable attorneys’ fees imposed on or
      incurred by the Trust Fund, the Depositor, the Servicers, the Certificate
      Insurer or the Trustee, as a result of the Master Servicer’s failure to perform
      its covenants set forth in Article IV in accordance with the standard of care
      of
      the Master Servicer set forth in this Agreement.

     


    
      
        
        

      

      
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    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicers, the Certificate Insurer or the
      Trustee including, without limitation, any reasonable attorneys’ fees imposed on
      or incurred by the Trust Fund, the Depositor, the Servicers, the Certificate
      Insurer or the Trustee as a result of the Securities Administrator’s failure to
      perform its covenants set forth in this Article XI in accordance with the
      standard of care of the Securities Administrator set forth in this
      Agreement.

     


    
      
        
        

      

      
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    ARTICLE
      XII


    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicers,
      the
      Master Servicer, the Securities Administrator and the Trustee with the prior
      written consent of the Certificate Insurer, but without the consent of any
      of
      the Certificateholders, to (i) cure any ambiguity or defect, (ii) correct,
      modify or supplement any provisions herein (including to give effect to the
      expectations of Certificateholders), (iii) ensure compliance with Regulation
      AB
      or (iv) make any other provisions with respect to matters or questions arising
      under this Agreement which shall not be inconsistent with the provisions of
      this
      Agreement and that such action shall not, as evidenced by an Opinion of Counsel
      delivered to the Trustee and the Certificate Insurer, 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 or the Certificate Insurer 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. No amendment shall be deemed to adversely affect in any
      material respect the interests of any Certificateholder who shall have consented
      thereto, and no Opinion of Counsel shall be required to address the effect
      of
      any such amendment on any such consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicers,
      the Master Servicer, the Securities Administrator and the Trustee with the
      prior
      written consent of the Certificate Insurer and the Holders of Certificates
      entitled to at least 66% of the Voting Rights for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided, however, that no such amendment shall (i) reduce in
      any
      manner the amount of, or delay the timing of, payments received on Mortgage
      Loans which are required to be distributed on any Certificate without the
      consent of the Holder of such Certificate, (ii) adversely affect in any material
      respect the interests of the Holders of any Class of Certificates in a manner,
      other than as described in (i), without the consent of the Holders of
      Certificates of such Class evidencing at least 66% of the Voting Rights
      allocated to such Class, or (iii) modify the consents required by the
      immediately preceding clauses (i) and (ii) without the consent of the Holders
      of
      all Certificates then outstanding. Notwithstanding any other provision of this
      Agreement, for purposes of the giving or withholding of consents pursuant to
      this Section 12.01, Certificates registered in the name of the Depositor or
      the
      Servicers or any Affiliate thereof shall be entitled to Voting Rights with
      respect to matters affecting such Certificates. Without limiting the generality
      of the foregoing, any amendment to this Agreement required in connection with
      the compliance with or the clarification of any reporting obligations described
      in Section 5.06 hereof shall not require the consent of any Certificateholder
      and without the need for any Opinion of Counsel or Rating Agency
      confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it and the Certificate Insurer shall have
      first received an Opinion of Counsel to the effect that all conditions precedent
      to the execution of such amendment have been satisfied, such amendment is
      permitted hereunder and will not result in the imposition of any tax on any
      Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding and that
      such amendment is authorized or permitted by this Agreement. 

     


    
      
        
        

      

      
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    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder and the Certificate
      Insurer.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 12.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01 shall
      be borne by the Person seeking the related amendment, but in no event shall
      such
      Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this Agreement
      or otherwise.

     

    Notwithstanding
      any of the other provisions of this Section 12.01, 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
      this Agreement that is entered into solely for the purpose of appointing a
      successor servicer, master servicer, securities administrator, trustee or other
      service provider) without the prior written consent of the Swap Provider, which
      consent shall not be unreasonably withheld, conditioned or delayed, or any
      amendment to this Agreement that could reasonably be expected to have a material
      adverse effect on the direct or indirect rights of the Cap Counterparty relating
      to the return of collateral in accordance with the Cap Credit Support Annex
      without the prior written consent of the Cap Counterparty, which consent shall
      not be unreasonably withheld, conditioned or delayed. 

     

    SECTION
      12.02. 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 the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor at the expense
      of
      the Certificateholders, but only if accompanied by an Opinion of Counsel (which
      opinion shall not be at the expense of the Trustee) to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders.

     

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

     

     


    
      
        
        

      

      
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    SECTION
      12.03. 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
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      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 expressly provided
      for
      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 any 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 person 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 of any provision 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 (i) such Holder previously
      shall have given to the Trustee a written notice of default and of the
      continuance thereof, as hereinbefore provided, (ii) the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, (iii) the Certificate Insurer shall have given
      its
      written consent and (iv) the Trustee, for 15 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 is understood and intended,
      and 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 whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such 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 equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General Obligations
      Law which shall govern.

     

    SECTION
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if 

     


    
      
        
        

      

      
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    personally
      delivered at or mailed by first class mail, postage prepaid, or by express
      delivery service or delivered in any other manner specified herein, to (a)
      in
      the case of the Depositor, ACE Securities Corp., AMACAR GROUP, 6525 Morrison
      Boulevard, Suite 318, Charlotte, North Carolina 28211, Attention: Juliana
      Johnson (telecopy number: (704) 365-1362) with a copy to Deutsche Bank
      Securities, Inc. 60 Wall Street, New York, New York, Attention: Legal Department
      (telecopy number: (212) 797-4561), or such other address or telecopy number
      as
      may hereafter be furnished to the Servicers, the Master Servicer, the Securities
      Administrator, the Certificate Insurer and the Trustee in writing by the
      Depositor, (b) in the case of Ocwen, Ocwen Loan Servicing, LLC, 1661 Worthington
      Road, Centrepark West, Suite 100, West Palm Beach, Florida 33409, Attention:
      Secretary (telecopy number: (561) 682-8177, or such other address or telecopy
      number as may hereafter be furnished to the Trustee, the Master Servicer, the
      Securities Administrator, the Certificate Insurer and the Depositor in writing
      by Ocwen, (c) GMAC Mortgage, LLC, 100 Witmer Road, Horsham, Pennsylvania 19044,
      Attention: ACE 2007-SL2, or such other address or telecopy number as may
      hereafter be furnished to the Trustee, the Master Servicer, the Securities
      Administrator, the Certificate Insurer and the Depositor in writing by GMAC,
      (d)
      in the case of the Master Servicer and the Securities Administrator, P.O. Box
      98, Columbia, Maryland 21046 and for overnight delivery to 9062 Old Annapolis
      Road, Columbia, Maryland 21045, Attention: ACE Securities Corp., 2007-SL2
      (telecopy number: (410) 715-2380), or such other address or telecopy number
      as
      may hereafter be furnished to the Trustee, the Depositor, the Certificate
      Insurer and the Servicer in writing by the Master Servicer or the Securities
      Administrator, (e) in the case of the Certificate Insurer, Assured Guaranty
      Corp., 1325 Avenue of the Americas, New York, New York 10019, Attn: Risk
      Management Department, with a copy to the General Counsel (telecopy number:
      (212) 581-3268), or such other address or telecopy number as may hereafter
      be
      furnished to the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer, (f) in the case of the Cap Counterparty or
      the
      Swap Provider, Bear Stearns Financial Products Inc., 383 Madison Avenue,
      36th
      Floor,
      New York, New York 10179, Attention: DPC Manager, or such other address as
      may
      hereafter be furnished to the Trustee, the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicer and the Certificate Insurer and (g)
      in
      the case of the Trustee, at the Corporate Trust Office or such other address
      or
      telecopy number as the Trustee may hereafter be furnish to the Servicers, the
      Master Servicer, the Securities Administrator, the Certificate Insurer and
      the
      Depositor in writing by the Trustee. Any notice required or permitted to be
      given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder 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 when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    SECTION
      12.06. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

     


    
      
        
        

      

      
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    SECTION
      12.07. Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies and the Certificate Insurer with respect to each of the following
      of
      which a Responsible Officer has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     

    3. The
      resignation or termination of a Servicer, the Master Servicer or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5. The
      final
      payment to the Holders of any Class of Certificates; and

     

    6. Any
      change in the location of the Distribution Account.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency and the Certificate Insurer copies of each report to
      Certificateholders described in Section 5.02.

     

    The
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    1. Each
      annual statement of compliance described in Section 3.17 of this Agreement;
      and

     

    2. Each
      assessment of compliance and attestation report described in
      Section 3.18.

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Standard & Poor’s, a
      division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New
      York
      10041; and to Moody’s Investors Service, Inc., 99 Church Street, New York, New
      York 10007 or such other addresses as the Rating Agencies may designate in
      writing to the parties hereto.

     

    SECTION
      12.08. Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      12.09. Grant
      of
      Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders and
      the
      Certificate Insurer,
      be, and
      be construed as, a sale of the Mortgage Loans by the Depositor and not a pledge
      of the Mortgage Loans to secure a debt or other obligation of the Depositor.
      However, in the event that, notwithstanding the aforementioned intent of the
      parties, the Mortgage Loans are held to be property of the Depositor, then,
      (a)
      it is the express intent of the parties that such conveyance be deemed a pledge
      of the Mortgage Loans by the Depositor to the Trustee, on behalf of the Trust
      and for the benefit of the Certificateholders and the Certificate Insurer,
      to
      secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be deemed
      to
      be a grant by the Depositor to the Trustee, on behalf of the Trust and for
      the
      benefit of the Certificateholders and the Certificate Insurer, of a security
      interest in all of the Depositor’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 Accounts and
      the
      Distribution Account, whether in the form of cash, instruments, securities
      or
      other property; (3) the obligations secured by such security agreement shall
      be
      deemed to be all of the Depositor’s obligations under this Agreement, including
      the obligation to provide to the Certificateholders and the Certificate Insurer
      the benefits of this Agreement relating to the Mortgage Loans and the Trust
      Fund; 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 Trustee
      for the purpose of perfecting such security interest under applicable law.
      Accordingly, the Depositor hereby grants to the Trustee, on behalf of the Trust
      and for the benefit of the Certificateholders and the Certificate Insurer,
      a
      security interest in the Mortgage Loans and all other property described in
      clause (2) of the preceding sentence, for the purpose of securing to the Trustee
      the performance by the Depositor of the obligations described in clause (3)
      of
      the preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee, on behalf of the Trust and for the benefit of the
      Certificateholders and the Certificate Insurer.

     

     


    
      
        
        

      

      
        214

        
          

        

      

      
        
        

      

    


    SECTION
      12.10. Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11. Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.20, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
      amended from time to time and subject to clarification and interpretive advice
      as may be issued by the staff of the Commission from time to time. Therefore,
      each of the parties agrees that (a) the obligations of the parties hereunder
      shall be interpreted in such a manner as to accomplish that purpose, (b) the
      parties’ obligations hereunder will be supplemented and modified as necessary to
      be consistent with any such amendments, interpretive advice or guidance,
      convention or consensus among active participants in the asset-backed securities
      markets, advice of counsel, or otherwise in respect of the requirements of
      Regulation AB and (c) the parties shall comply with requests made by the Master
      Servicer, Securities Administrator, Sponsor or the Depositor for delivery of
      additional or different information as the Master Servicer, Securities
      Administrator, Sponsor or the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB.

     

     


    
      
        
        

      

      
        215

        
          

        

      

      
        
        

      

    


    SECTION
      12.12. Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator, Servicers and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator,
      the Depositor and the Certificate Insurer, respectively, and each of its
      directors, officers, employees, agents, and affiliates from and against any
      and
      all claims, losses, damages, penalties, fines, forfeitures, reasonable legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon (a) any breach by such party of any if its obligations under
      hereunder, including particularly its obligations to provide any assessment
      of
      compliance, attestation report, annual statement of compliance or any
      information, data or materials required to be included in any 1934 Act report,
      (b) any material misstatement or omission 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
      assessment of compliance, attestation report or annual statement of compliance
      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 herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Depositor or the Certificate Insurer, 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
      12.13. Swap
      Provider, Certificate Insurer and Cap Counterparty as Third Party
      Beneficiaries.

     

    The
      Swap
      Provider and the Certificate Insurer each 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 the Swap Provider
      or the Certificate Insurer explicitly stated in this Agreement, and shall have
      the right to enforce such rights under this Agreement as if it were a party
      hereto.

     


    
      
        
        

      

      
        216

        
          

        

      

      
        
        

      

    


    


    The
      Cap
      Counterparty shall be an express third-party beneficiary of this Agreement
      to
      the extent of its direct and indirect rights relating to the return of
      collateral in accordance with the Cap Credit Support Annex, and shall have
      the
      right to enforce such rights as if it were a party hereto.

    



    
      
        
        

      

      
        217

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, 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, in each case
      as
      of the day and year first above written.

     

     

    ACE
      SECURITIES CORP.,

    as
      Depositor

     

    By:
      /s/
      Evelyn Echevarria

    Name:
      Evelyn Echevarria

    Title:
      Vice President 

     

    By:
      /s/
      Doris Hearn

    Name:
      Doris Hearn

    Title:
      Vice President

     

     

    OCWEN
      LOAN SERVICING, LLC

    as
      a
      Servicer

     

    By:
      /s/
      Richard Delgado

    Name:
      Richard Delgado

    Title:
      Authorized Representative

     

     

    GMAC
      MORTGAGE, LLC

    as
      a
      Servicer

     

    By:
      /s/
      Wesley B. Howland

    Name:
      Wesley B. Howland

    Title:
      Vice President

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    not
      in
      its individual capacity but solely as Trustee

     

    By:
      /s/
      Fernando Acebedo

    Name:
      Fernando Acebedo

    Title:
      Vice President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO BANK, NATIONAL 

    ASSOCIATION

    as
      Master
      Servicer and Securities Administrator

     

    By:
      /s/
      Stacey Taylor

    Name:
      Stacey Taylor

    Title:
      Vice President

     

     

    Acknowledged
      and Agreed for purposes of Section 9.05:

     

     

    DB
      STRUCTURED PRODUCTS, INC

     

    By:
      /s/
      Rika Yano

    Name:
      Rika Yano

    Title:
      Vice President

     

    By:
      /s/
      Ernest Calabrese

    Name:
      Ernest Calabrese

    Title:
      Director

     

     

    Acknowledged
      and Agreed for purposes of

    Sections
      7.08, 7.09 and 7.10:

     

     

    CLAYTON
      FIXED INCOME SERVICES INC.

     

    By:
      /s/
      Kevin J. Kanouff

    Name:
      Kevin J. Kanouff

    Title:
      President and General Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF North Carolina

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Mecklenburg

            	
              )

            


    

     

    


     

    On
      the
      14th day of August 2007, before me, a notary public in and for said State,
      personally appeared Evelyn Echevarria known to me to be a Officer of ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said 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.

     

    
      	 	
              /s/
                Patricia C.
                Harris                                     
                

              Notary
                Public

            
	 	 
	
               

            	
               

            
	[Notarial Seal]	My commission expires October 14,
              2011


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF North Carolina

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Meckenburg

            	
              )

            


    

     

    


     

    On
      the
      14th day of August 2007, before me, a notary public in and for said State,
      personally appeared Doris J. Hearn known to me to be an officer of ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said 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.

    
       

      
        	 	
                /s/
                  Patricia C.
                  Harris                                     
                  

                Notary
                  Public

              
	 	 
	
                 

              	
                 

              
	[Notarial Seal]	My commission expires October 14,
                2011


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Florida

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Palm Beach

            	
              )

            


    

     

    


     

    On
      the
      9th day of August 2007, before me, a notary public in and for said State,
      personally appeared Richard Delgada known to me 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 said entity, and acknowledged to me that such entity executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

      
        	 	
                /s/
                  K.S.
                  Ferruggia                                     
                  

                Notary
                  Public

              
	 	 
	
                 

              	
                 

              
	[Notarial Seal]	My commission expires 03 June
                2009


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Iowa

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Black Hawk

            	
              )

            


    

     

    


     

    On
      the 13th day of August 2007, before me, a notary public in and for
      said State, personally appeared Wesley B. Howland known to me to be a Vice
      President of GMAC Mortgage, 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
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
         

        
          	 	
                  /s/
                    Susan
                    Brindle                                    
                    

                  Notary
                    Public

                
	 	 
	
                   

                	
                   

                
	[Notarial Seal]	My commission expires August 26,
                  2008


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Maryland

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Howard

            	
              )

            


    

     

    


     

    On
      the
      13th day of August 2007, before me, a notary public in and for said State,
      personally appeared Stacey M. Taylor known to me to be a Vice President 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
      said national banking association, and acknowledged to me that such national
      banking association 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.

    
      
        
           

          
            	 	
                    /s/
                      Darron C.
                      Woodus                                    
                      

                    Notary
                      Public

                  
	 	 
	
                     

                  	
                     

                  
	[Notarial Seal]	My commission expires December
                    6,
                    2008


          

           

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

    


     

    On
      the
      13th day of August 2007, before me, a notary public in and for said State,
      personally appeared Fernando Acebedo known to me to be a Vice President 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
      said national banking association, and acknowledged to me that such national
      banking association 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.

     

    
      	 	
              /s/
                Audrey H.
                Zabriskie                                    
                

              Notary
                Public

            
	 	 
	
               

            	
               

            
	[Notarial Seal]	My commission expires
              1/16/2011


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A 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,
      AS
      AMENDED (THE “CODE”).

     

    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
      THIS
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(c)
      OF THE AGREEMENT REFERRED TO HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-SL2, Class A

            	
               

            	
              Aggregate
                Certificate Principal Balance of the Class A Certificates as of the
                Issue
                Date: $_____________

            
	
               

            	
               

            	
               

            
	
              Pass-Through
                Rate: Variable

            	
               

            	
              Denomination:
                $____________

            
	
               

            	
               

            	
               

            
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: July 1, 2007

            	
               

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

            	
               

            	
               

            
	
              First
                Distribution Date: August 27, 2007

            	
               

            	
              Trustee:
                HSBC Bank USA, National Association

            
	
               

            	
               

            	
               

            
	
              No.__

            	
               

            	
              Issue
                Date: August 20, 2007

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              CUSIP:________________

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed rate, second
      lien
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A Certificates as of the Issue Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      A
      Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp., as
      depositor (hereinafter called the “Depositor”, which term includes any successor
      entity under the Agreement), Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”), GMAC
      Mortgage, LLC as a servicer (“GMAC”; together with Ocwen, the “Servicers”, each
      a “Servicer”) 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, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

       

    

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class A Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. 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 as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall be a rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
      Distribution Date through and including the first Distribution Date on which
      the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund as of the last day of the related
      Due Period has been reduced to less than or equal to 10% of the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month
      LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii)
      the applicable Net WAC Pass-Through Rate for such Distribution
      Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and payments received pursuant to
      the
      Swap Agreement and the Cap Contract all as more specifically set forth herein
      and in the Agreement. As provided in the Agreement, withdrawals from the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans. 

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicers and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicers with the consent of the Certificate Insurer (unless a Certificate
      Insurer Default has occurred and is continuing, in which case, no consent shall
      be required) and of the Holders of Certificates entitled to at least 66% of
      the
      Voting Rights. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor 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, but with the consent of the Certificate Insurer (unless a
      Certificate Insurer Default has occurred and is continuing, in which case,
      no
      consent shall be required).

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate shall be deemed to have made the representations in Section 6.02(c)
      of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Certificate Insurer, each Servicer and any agent of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator or such Servicer 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, the Certificate Insurer, any Servicer nor any such
      agent shall be affected by notice to the contrary.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:
      August ___, 2007

     

    
      	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              TEN
                ENT

            	
              -

            	
              as
                tenants by the entireties

            	
               

            	
                 


            
	
               

            	
               

            	
               

            	
               

            	
               (State)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	
               

            	
              
              

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

     

    ASSIGNMENT

     

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

            
	
              unto

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificate and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest 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-2A

     

    FORM
      OF
      CLASS CE-1 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,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A 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 “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
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT AND
      COMPLIES WITH SECTION 6.02(g) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-SL2, Class CE-1

            	
               

            	
              Aggregate
                Certificate Principal Balance of the Class CE-1 Certificates as of
                the
                Issue Date: $_____________

            
	
               

            	
               

            	
               

            
	
              Pass-Through
                Rate: Variable

            	
               

            	
              Denomination:
                $_________________

            
	
               

            	
               

            	
               

            
	
              Cut-off
                Date and date of Pooling and 

              Servicing
                Agreement: July 1, 2007

            	
               

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

            	
               

            	
               

            
	
              First
                Distribution Date: August 27, 2007

            	
               

            	
              Trustee:
                HSBC Bank USA, National Association

            
	
               

            	
               

            	
               

            
	
              No.
                __

            	
               

            	
              Issue
                Date: August 20, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed rate, second
      lien
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class CE-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all of the
      Class CE-1 Certificates in REMIC III created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among ACE Securities
      Corp., as depositor (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), Wells Fargo Bank, National Association
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”),
      GMAC Mortgage, LLC as a servicer (“GMAC”; together with Ocwen, the “Servicers,”
each a “Servicer”) 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, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-2A-2

        
          

        

      

      
        
        

      

    

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the applicable
      Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the
      Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE-1 Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE-1 Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class CE-1 Certificates, or otherwise by check mailed
      by first class mail to the address of the Person entitled thereto, as such
      name
      and address shall appear on the Certificate Register. 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 as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicers and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicers with
      the
      consent of the Certificate Insurer (unless a Certificate Insurer Default has
      occurred and is continuing, in which case, no consent shall be required)
and
      of
      the Holders of Certificates entitled to at least 66% of the Voting Rights.
      Any
      such consent by the Holder of this Certificate shall be conclusive and binding
      on such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor 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,
      but with the consent of the Certificate Insurer (unless a Certificate Insurer
      Default has occurred and is continuing, in which case, no consent shall be
      required).

     

    
      
        
        

      

      
        A-2A-3

        
          

        

      

      
        
        

      

       

    

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    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 B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S 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
      form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-3 and (iv) 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 Trustee, the Master Servicer
      or the Securities Administrator 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. None of the Depositor,
      the Trustee or the Securities Administrator 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 Depositor, the Master Servicer
      and the Securities Administrator 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.

     

    
      
        
        

      

      
        A-2A-4

        
          

        

      

      
        
        

      

       

    

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Certificate Insurer, each Servicer and any agent of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator or such Servicer 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, the Certificate Insurer, any Servicer nor any such
      agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-2A-5

        
          

        

      

      
        
        

      

       

    

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

     

    Dated:
      August ___, 2007

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE-1 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM 

            	
               -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              TEN
                ENT

            	
              -

            	
              as
                tenants by the entireties

            	
               

            	
                
                

            
	
               

            	
               

            	
               

            	
               

            	
              (State)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

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

            
	
              unto

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest 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-2B

     

    FORM
      OF
      CLASS CE-2 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,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “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
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
      AGREEMENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Series
                2007-SL2, Class CE-2

            	
               

            	
              Aggregate
                Percentage Interest of the 

              Class
                CE-2 Certificates as of the Issue 

              Date:
                100%

            
	
               

            	
               

            	
               

            
	
              Cut-off
                Date and date of Pooling and 

              Servicing
                Agreement: July 1, 2007

            	
               

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

            	
               

            	
               

            
	
              First
                Distribution Date: August 27, 2007

            	
               

            	
              Trustee:
                HSBC Bank USA, National 

              Association

            
	
               

            	
               

            	
               

            
	
              No.
                __

            	
               

            	
              Issue
                Date: August 20, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed rate, second
      lien
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      of the Class CE-2 Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp., as depositor (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), Wells Fargo Bank, National
      Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer (“GMAC”; together with
      Ocwen, the “Servicers,” each a “Servicer”) 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,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the applicable
      Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the
      Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE-2 Certificates on such Distribution
      Date pursuant to the Agreement.

     

    
      
        
        

      

      
        A-2B-2

        
          

        

      

      
        
        

      

       

    

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE-2 Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. 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 as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicers and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicers with the consent of the Certificate Insurer (unless a Certificate
      Insurer Default has occurred and is continuing, in which case, no consent shall
      be required) and of the Holders of Certificates entitled to at least 66% of
      the
      Voting Rights. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor 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, but with the consent of the Certificate Insurer (unless a
      Certificate Insurer Default has occurred and is continuing, in which case,
      no
      consent shall be required).

     

    
      
        
        

      

      
        A-2B-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    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 B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S 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
      form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-3 and (iv) 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 Trustee, the Master Servicer
      or the Securities Administrator 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. None of the Depositor,
      the Trustee or the Securities Administrator 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 Depositor, the Master Servicer
      and the Securities Administrator 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 except in accordance with Section
      6.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    
      
        
        

      

      
        A-2B-4

        
          

        

      

      
        
        

      

       

    

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Certificate Insurer, each Servicer and any agent of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator or such Servicer 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, the Certificate Insurer, any Servicer nor any such
      agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-2B-5

        
          

        

      

      
        
        

      

       

    

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

     

    Dated:
      August ___, 2007

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE-2 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              TEN
                ENT

            	
              -

            	
              as
                tenants by the entireties

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
              (State)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

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

            
	
              unto

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest 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 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, AS AMENDED (THE
“CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “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
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
      TO HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-SL2, Class P

            	
               

            	
              Aggregate
                Certificate Principal Balance of 

              the
                Class P Certificates as of the Issue 

              Date:
                $100.00

            
	
               

            	
               

            	
               

            
	
              Cut-off
                Date and date of Pooling and

               Servicing
                Agreement: July 1, 2007

            	
               

            	
              Denomination:
                $100.00

            
	
               

            	
               

            	
               

            
	
              First
                Distribution Date: August 27, 2007

            	
               

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

            	
               

            	
               

            
	
              No.
                __

            	
               

            	
              Trustee:
                HSBC Bank USA, National 

              Association

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Issue
                Date: August 20, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed rate, second
      lien
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class P Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp., as depositor (hereinafter called the “Depositor”, which term
      includes any successor entity under the Agreement), Wells Fargo Bank, National
      Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer (“GMAC”; together with
      Ocwen, the “Servicers,” each a “Servicer”) 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,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class P Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class P Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class P Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. 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 as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicers and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicers with the consent of the Certificate Insurer (unless a Certificate
      Insurer Default has occurred and is continuing, in which case, no consent shall
      be required) and of the Holders of Certificates entitled to at least 66% of
      the
      Voting Rights. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor 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, but with the consent of the Certificate Insurer (unless a
      Certificate Insurer Default has occurred and is continuing, in which case,
      no
      consent shall be required).

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    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 B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S 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
      form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-3 and (iv) 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 Trustee, the Master Servicer
      or the Securities Administrator 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. None of the Depositor,
      the Trustee or the Securities Administrator 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 Depositor, the Master Servicer
      and the Securities Administrator 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 except in accordance with Section
      6.02(c) of the Agreement.

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

       

    

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Certificate Insurer, each Servicer and any agent of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator or such Servicer 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, the Certificate Insurer, any Servicer nor any such
      agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    



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

     

    Dated:
      August ___, 2007

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    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
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              TEN
                ENT

            	
              -

            	
              as
                tenants by the entireties

            	
               

            	
                 
                

            
	
               

            	
               

            	
               

            	
               

            	
              (State)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

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

            
	
              unto

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest 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 R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 6.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
      POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
      OF
      ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
      IN SECTION 521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE
      (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
      A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      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 HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    NO
      PERSON MAY ACQUIRE THIS CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF,
      OR
      WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
      1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, UNLESS
      IT HAS PROVIDED THE OPINION OF COUNSEL REFERENCED IN SECTION 6.02(c) OF THE
      AGREEMENT REFERRED TO HEREIN.

     

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-SL2, Class R

            	
               

            	
              Aggregate
                Percentage Interest of the 

              Class
                R Certificates as of the Issue 

              Date:
                100.00%

            
	
               

            	
               

            	
               

            
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: July 1, 2007

            	
               

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
               

            	
               

            	
               

            
	
              First
                Distribution Date: August 27, 2007

            	
               

            	
              Trustee:
                HSBC Bank USA, National 

              Association

            
	
               

            	
               

            	
               

            
	
              No
                __

            	
               

            	
              Issue
                Date: August 20, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed rate, second
      lien
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    


    This
      certifies that _______________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      of the Class R Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp., as depositor (hereinafter called the “Depositor”, which term
      includes any successor entity under the Agreement), Wells Fargo Bank, National
      Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer (“GMAC”; together with
      Ocwen, the “Servicers,” each a “Servicer”) 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,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered on the last Business Day of the calendar month immediately
      preceding the month in which the related Distribution Date occurs (the “Record
      Date”), in an amount equal to the product of the Percentage Interest evidenced
      by this Certificate and the amount required to be distributed to the Holders
      of
      Class R Certificates on such Distribution Date pursuant to the
      Agreement.

     

    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

       

    

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. 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 as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest in the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicers and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicers with the consent of the Certificate Insurer (unless a Certificate
      Insurer Default has occurred and is continuing, in which case, no consent shall
      be required) and of the Holders of Certificates entitled to at least 66% of
      the
      Voting Rights. Any such consent by the Holder of this Certificate shall be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor 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, but with the consent of the Certificate Insurer (unless a
      Certificate Insurer Default has occurred and is continuing, in which case,
      no
      consent shall be required).

     

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, Certificates are exchangeable for new Certificates of the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    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 B-1, or (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-3, (iii) a transfer affidavit and
      agreement substantially in the form of Exhibit B-4 to the Agreement and (iv)
      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 Trustee,
      the
      Master Servicer or the Securities Administrator 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. None of the Depositor,
      the Trustee or the Securities Administrator 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 Depositor, the Master Servicer
      and the Securities Administrator 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 except in accordance with Section
      6.02 of the Agreement.

     

    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as
      representing the beneficial ownership of the residual interests in each of
      REMIC
      I, REMIC II and REMIC III, (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) 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, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 6.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Certificate Insurer, each Servicer and any agent of the Depositor, the Master
      Servicer, the Trustee, the Securities Administrator or such Servicer 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, the Certificate Insurer, any Servicer nor any such
      agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

       

    

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

     

    Dated:
      August ___, 2007

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Officer

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R Certificates referred to in the within-mentioned
      Agreement.

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              Authorized
                Signatory

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              TEN
                ENT

            	
              -

            	
              as
                tenants by the entireties

            	
               

            	
                 
                

            
	
               

            	
               

            	
               

            	
               

            	
               (State)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

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

            
	
              unto

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest 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-1

    


    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-SL2

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-SL2 

              Asset
                Backed Pass-Through Certificates

              [Class
                CE-1 Certificates] [Class CE-2 Certificates] [Class P

              Certificates]
                [Class R Certificates]

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Transferor 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,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of July 1, 2007, among ACE
      Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master Servicer and
      Securities Administrator, Ocwen Loan Servicing, LLC as a Servicer, GMAC
      Mortgage, LLC as a Servicer, and HSBC Bank USA, National Association as Trustee
      (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
      Agreement the Certificates were issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [Transferor]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-SL2

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-SL2 

              Asset
                Backed Pass-Through Certificates 

              [Class
                CE-1 Certificates][Class CE-2 Certificates][Class P 

              Certificates][Class
                R Certificates]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned asset backed pass-through
      certificates (the “Certificates”), (the “Transferee”) hereby certifies as
      follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator and the Servicers may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicers to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    

    


    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      July 1, 2007, among ACE Securities Corp. as Depositor, Wells Fargo Bank, N.A.
      as
      Master Servicer and Securities Administrator, Ocwen Loan Servicing, LLC as
      a
      Servicer, GMAC Mortgage, LLC as a Servicer and HSBC Bank USA, National
      Association as Trustee, pursuant to which the Certificates were
      issued.

     

    
      	 	 	 	 	 	 	 	
              [TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the asset backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    
      	
              ___

            	
              Corporation,
                etc.
                The Transferee is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            
	 	 
	
              ___

            	
              Bank.
                The Transferee (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a
                copy of which is attached hereto.

            
	 	 
	
              ___

            	
              Savings
                and Loan.
                The Transferee (a) is a savings and loan association, building and
                loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a
                copy of which is attached hereto.

            


    

    

      

    

    
      
        
          
            	1	
                    Transferee
                      must own and/or invest on a discretionary basis at least $100,000,000
                      in
                      securities unless Transferee is a dealer, and, in that case,
                      Transferee
                      must own and/or invest on a discretionary basis at least $10,000,000
                      in
                      securities.

                  


          

           

        

      

    

    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              ___

            	
              Broker-dealer.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            
	 	 
	
              ___

            	
              Insurance
                Company.
                The Transferee is an insurance company whose primary and predominant
                business activity is the writing of insurance or the reinsuring of
                risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of Columbia.

            
	 	 
	
              ___

            	
              State
                or Local Plan.
                The Transferee is a plan established and maintained by a State, its
                political subdivisions, or any agency or instrumentality of the State
                or
                its political subdivisions, for the benefit of its
                employees.

            
	 	 
	
              ___

            	
              ERISA
                Plan.
                The Transferee is an employee benefit plan within the meaning of
                Title I
                of the Employee Retirement Income Security Act of 1974, as
                amended.

            
	 	 
	
              ___

            	
              Investment
                Advisor
                The Transferee is an investment advisor registered under the Investment
                Advisers Act of 1940.

            


    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Transferee, (ii) securities
      that are part of an unsold allotment to or subscription by the Transferee,
      if
      the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S.
      or
      any instrumentality thereof, (iv) bank deposit notes and certificates of
      deposit, (v) loan participations, (vi) repurchase agreements, (vii)
      securities owned but subject to a repurchase agreement and (viii) currency,
      interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor and other parties related to the Certificates are relying and
      will continue to rely on the statements made herein because one or more sales
      to
      the Transferee may be in reliance on Rule 144A.

     

    
      	
              ___

            	
              ___

            	
              Will
                the Transferee be purchasing the Certificates

            
	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            


    

     

    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    

     

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    7. The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:

    
      	 	 	 	 	 	 	 	
               
                

            
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the asset backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’s Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      	
              ___

            	
              The
                Transferee owned $________________________ in securities (other than
                the
                excluded securities referred to below) as of the end of the Transferee’s
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            
	 	 
	
              ___

            	
              The
                Transferee is part of a Family of Investment Companies which owned
                in the
                aggregate $_______________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee’s most
                recent fiscal year (such amount being calculated in accordance with
                Rule
                144A).

            


    

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
      (v) repurchase agreements, (vi) securities owned but subject to a
      repurchase agreement and (vii) currency, interest rate and commodity
      swaps.

     

    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:

     

    
      	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              Print
                Name of Transferee or Advisor

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              IF
                AN ADVISER:

               

            
	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            


    

    


    
      
        
        

      

      
        B-1-9

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      	
              Name
                of Purchaser 

            	 
	 	 
	
              By:
                (Signature) 

            	 
	 	 
	
              Name
                of Signatory 

            	 
	 	 
	
              Title
                

            	 
	 	 
	
              Date
                of this certificate 

            	 
	 	 
	
              Date
                of information provided in paragraph 3 

            	 


    

     

     

    
      
        
        

      

      
        B-1-10

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B-2

     

    FORM
      OF
      REGULATION S TRANSFER CERTIFICATE

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-SL2

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-SL2 

              Asset
                Backed Pass-Through Certificates, Class CE-1 Certificates, 

              Class
                CE-2 Certificates and/or Class P
                Certificates     

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of July 1, 2007, among ACE Securities Corp. (the “Depositor”), Wells Fargo
      Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC, as a
      servicer (“Ocwen”), GMAC Mortgage, LLC, as a servicer (“GMAC”, together with
      Ocwen, the “Servicers”, each a “Servicer”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”). Capitalized terms used herein but not
      defined herein shall have the meanings assigned thereto in the
      Agreement.

     

    This
      letter relates to U.S. $[__________] Certificate Principal Balance of Class
      [CE-1][CE-2][P] Certificates (the “Certificates”) which are held in the name of
      [name of transferor] (the “Transferor”) to effect the transfer of the
      Certificates to a person who wishes to take delivery thereof in the form of
      an
      equivalent beneficial interest [name of transferee] (the
“Transferee”).

     

    In
      connection with such request, the Transferor hereby certifies that such transfer
      has been effected in accordance with the transfer restrictions set forth in
      the
      Agreement relating to the Certificates and that the following additional
      requirements (if applicable) were satisfied:

     

    (a) the
      offer
      of the Certificates was not made to a person in the United States;

     

    (b) at
      the
      time the buy order was originated, the Transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the Transferee was outside the United States;

     

    (c) no
      directed selling efforts were made in contravention of the requirements of
      Rule
      903(b) or 904(b) of Regulation S, as applicable;

     

    (d) the
      transfer or exchange is not part of a plan or scheme to evade the registration
      requirements of the Securities Act;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) the
      Transferee is not a U.S. Person, as defined in Regulation S under the Securities
      Act;

     

    (f) the
      transfer was made in accordance with the applicable provisions of Rule 903(b)(2)
      or (3) or Rule 904(b)(1), as the case may be; and

     

    (g) the
      Transferee understands that the Certificates have not been and will not be
      registered under the Securities Act, that any offers, sales or deliveries of
      the
      Certificates purchased by the Transferee in the United States or to U.S. persons
      prior to the date that is 40 days after the later of (i) the commencement of
      the
      offering of the Certificates and (ii) the Closing Date, may constitute a
      violation of United States law, and that (x) distributions of principal and
      interest and (y) the exchange of beneficial interests in a Temporary Regulation
      S Global Certificate for beneficial interests in the related Permanent
      Regulation S Global Certificate, in each case, will be made in respect of such
      Certificates only following the delivery by the Holder of a certification of
      non-U.S. beneficial ownership, at the times and in the manner set forth in
      the
      Agreement.

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

     

    
      	 	 	 	 	 	 	 	
              [Name
                of Transferor]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B-3

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ____________,
      20__

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-SL2

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-SL2

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE-1 Certificates][Class CE-2 Certificates][Class P 

              Certificates][Class
                R Certificates]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Transferor 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 (d) 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 Seller will not act, in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Transferor 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, dated as of July 1, 2007, among ACE Securities Corp. as
      Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities
      Administrator, Ocwen Loan Servicing, LLC as a Servicer, GMAC Mortgage, LLC
      as a
      Servicer and HSBC Bank USA, National Association as Trustee, pursuant to which
      the Certificates were issued.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              (Transferor)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FORM
      OF
      TRANSFEREE LETTER

    
       

      ____________,
        20__

      

Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-SL2

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-SL2 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE-1 Certificates][Class CE-2 Certificates][Class P 

              Certificates][Class
                R Certificates]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferee hereby certifies
      as follows:

     

    1. The
      Transferee 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) ACE Securities Corp. (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
      Transferee 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
      Transferee 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
      Transferee has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement, dated as of July 1, 2007, among
      the
      Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities
      Administrator, Ocwen Loan Servicing, LLC as a Servicer, GMAC Mortgage, LLC
      as a
      Servicer and HSBC Bank USA, National Association as Trustee and (b) such other
      information concerning the Certificates, the Mortgage Loans and the Depositor
      as
      has been requested by the Transferee from the Depositor or the Transferor and
      is
      relevant to the Transferee’s decision to purchase the Certificates. The
      Transferee has had any questions arising from such review answered by the
      Depositor or the Transferor to the satisfaction of the Transferee.

     

    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee 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 (d) 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 1933
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Transferee will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      the Pooling and Servicing Agreement.

     

    6. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee and the Servicers may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
      the
      Depositor or the Servicers to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Pooling and Servicing Agreement.

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 6 above.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        B-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    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
                “Owner”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2007-SL2 Asset Backed Pass-Through Certificates,
                Class R Certificates (the “Class R 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, dated as of July 1, 2007, among ACE Securities
                Corp.
                as Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities
                Administrator, Ocwen Loan Servicing, LLC as a Servicer, GMAC Mortgage,
                LLC
                as a Servicer and HSBC Bank USA, National Association as Trustee,
                pursuant
                to which the Class R Certificates were
                issued.

            


    

     

    
      	 	
              2.

            	
              The
                Owner (i) is and will be a “Permitted Transferee” as of
                ____________________ ____ and (ii) is acquiring the Class R Certificates
                for its own account or for the account of another Owner 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
                Owner is aware (i) of the tax that would be imposed on transfers
                of the
                Class R Certificates to disqualified organizations under the Internal
                Revenue Code of 1986 that applies to all transfers of the Class R
                Certificates after April 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 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
                Owner is aware of the tax imposed on a “pass-through entity” holding the
                Class R 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
                Owner is aware that the Securities Administrator will not register
                the
                transfer of any Class R 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
                Owner 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
                Owner 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 Certificates will only be
                owned,
                directly or indirectly, by an Owner that is a Permitted
                Transferee.

            


    

     

    
      	 	
              7.

            	
              The
                Owner’s taxpayer identification number is
                ________________.

            


    

     

    
      	 	
              8.

            	
              The
                Owner has reviewed the restrictions set forth on the face of the
                Class R
                Certificates and the provisions of Section 6.02(d) of the Pooling
                and
                Servicing Agreement under which the Class R 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 Owner and negotiate a mandatory sale by the Securities
                Administrator in the event that the Owner holds such Certificate
                in
                violation of Section 6.02(d)); and that the Owner expressly agrees
                to be
                bound by and to comply with such restrictions and
                provisions.

            


    

     

    
      	 	
              9.

            	
              The
                Owner is not acquiring and will not transfer the Class R Certificates
                in
                order to impede the assessment or collection of any
                tax.

            


    

     

    
      	 	
              10.

            	
              The
                Owner anticipates that it will, so long as it holds the Class R
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R Certificates, and hereby represents to and for the
                benefit
                of the person from whom it acquired the Class R Certificates that
                the
                Owner intends to pay taxes associated with holding such Class R
                Certificates as they become due, fully understanding that it may
                incur tax
                liabilities in excess of any cash flows generated by the Class R
                Certificates.

            


    

     

    
      
        
        

      

      
        B-4-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              The
                Owner has no present knowledge that it may become insolvent or subject
                to
                a bankruptcy proceeding for so long as it holds the Class R
                Certificates.

            


    

     

    
      	 	
              12.

            	
              The
                Owner 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
                Owner is not acquiring the Class R Certificates with the intent to
                transfer the Class R Certificates to any person or entity that will
                not
                have sufficient assets to pay any taxes owed by the holder of such
                Class R
                Certificates, or that may become insolvent or subject to a bankruptcy
                proceeding, for so long as the Class R Certificates remain
                outstanding.

            


    

     

    
      	 	
              14.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, obtain from its transferee the representations required
                by
                Section 6.02(d) of the Pooling and Servicing Agreement under which
                the
                Class R 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
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, deliver to the Securities Administrator an affidavit,
                which
                represents and warrants that it is not transferring the Class R
                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
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R Certificates remains outstanding;
                and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	 	
              16.

            	
              The
                Owner 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
                Owner of the Class R 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 CE-1 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 CE-1 Certificates. This
                agreement shall bind and be enforceable against any successor, transferee
                or assignee of the undersigned in the Class R Certificate. In connection
                with any transfer of the Class R Certificate, the Owner shall obtain
                an
                agreement substantially similar to this clause from any subsequent
                owner.

            


    

     

    
      
        
        

      

      
        B-4-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner 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
      _________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              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 Owner, 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
      Owner.

     

    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 “Owner”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      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
      Owner
      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 B-4. The Owner does not know or believe that
      any
      representation contained therein is false.

     

    5. At
      the
      time of transfer, the Owner 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 Owner
      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 Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner 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.

     

    
      
        
        

      

      
        B-4-6

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the Owner 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
      ________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              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 Owner, 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
      Owner.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

     

    BACK-UP
      CERTIFICATION

     

    Re:         
      __________
      (the “Trust”)

     

    Asset
      Backed Pass-Through Certificates, Series 2007-SL2

     

    I,
      [identify the certifying individual], certify to ACE Securities Corp. (the
      “Depositor”), HSBC Bank USA, National Association (the “Trustee”), Assured
      Guaranty Corp. (the “Certificate Insurer”) and Wells Fargo Bank, National
      Association (the “Master Servicer”), and their respective officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    
      	
              (1)

            	 	
              I
                have reviewed the servicer compliance statement of the Servicers
                provided
                in accordance with Item 1123 of Regulation AB (the “Compliance
                Statement”), the report on assessment of each 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 each Servicer during 200[ ] that were delivered
                by
                such 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 Servicers under the Agreement has been provided to
                the
                Master Servicer;

            


    

     

    
      	
              (4)

            	 	
              I
                am responsible for reviewing the activities performed by each 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, both Servicers have fulfilled their obligations
                under
                the Agreement in all material respects;
                and

            


    

     

    
      	
              (5)

            	 	
              The
                Compliance Statement required to be delivered by the Servicers pursuant
                to
                the Agreement, and the Servicing Assessment and Attestation Report
                required to be provided by the Servicers 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 July 1,
      2007, among ACE Securities Corp., Ocwen Loan Servicing, LLC, GMAC Mortgage,
      LLC,
      Wells Fargo Bank, National Association and HSBC Bank USA, National
      Association.

     

    
      	
              Date:

            	 
	 
	 
	
              [Signature]

            
	 
	
              [Title]

            


    

    


    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    FORM
      OF ANNUAL CERTIFICATION

     

    
      	 	
              Re:

            	
              The
                Pooling and Servicing Agreement, dated as of July 1, 2007, among
                ACE
                Securities Corp., Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC,
                Wells
                Fargo Bank, National Association and HSBC Bank USA, National
                Association

            


    

     

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

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the Annual
      Independent Public Accountants’ Servicing Report (as defined in the Agreement),
      and all servicing reports, officer’s certificates and other information relating
      to the servicing of the Mortgage Loans by the Company during 200[ ] that were
      delivered by the Company to the [Depositor] [Master Servicer] [Securities
      Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company
      Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Securities Administrator] [Trustee];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement and the Annual Independent Public Accountants’ Servicing
      Report, the Company has fulfilled its obligations under the Agreement in all
      material respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Annual Independent Public Accountants’ Servicing Report
      required to be provided by the Company and by any Subservicer and Subcontractor
      pursuant to the Agreement, have been provided to the [Depositor] [Master
      Servicer]. Any material instances of noncompliance described in such reports
      have been disclosed to the [Depositor] [Master Servicer]. Any material instance
      of noncompliance with the Servicing Criteria has been disclosed in such
      reports.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              Date:
                _________________________

            
	 	 
	 	 
	 	
              By: _______________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    FORM
      OF
      POWER OF ATTORNEY

     

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    


    
      	
              [Ocwen
                Loan Servicing, LLC

              1661
                Worthington Road, Centrepark West, Suite 100

              West
                Palm Beach, Florida 33409

            	
              [GMAC
                Mortgage, LLC

              100
                Witmer Road

              Horsham,
                Pennsylvania 19044

            
	
              Attn:
                _________________________]

            	
              Attn:
                _________________________]

            


    

    


    LIMITED
      POWER OF ATTORNEY

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that HSBC Bank USA, National Association, having its
      principal place of business at ____________________, as Trustee (the “Trustee”)
      pursuant to that Pooling and Servicing Agreement among ACE Securities Corp.
      (the
“Depositor”), Wells Fargo Bank, National Association, as Master Servicer and
      Securities Administrator, Ocwen Loan Servicing, LLC, as a Servicer (“Ocwen”),
      GMAC Mortgage, LLC as a Servicer (“GMAC”) and the Trustee, dated as of July 1,
      2007 (the “Pooling and Servicing Agreement”), hereby constitutes and appoints
      the [GMAC][Ocwen](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.

    


    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. 

    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

       

    

    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, HSBC Bank USA, National Association as Trustee pursuant to
      that
      Pooling and Servicing Agreement among the Depositor, Wells Fargo Bank, National
      Association, Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and the Trustee,
      dated as of July 1, 2007 (ACE Securities Corp. Home Equity Loan Trust, Series
      2007-SL2, Asset Backed Pass-Through Certificates), 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 ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2,
                Asset Backed Pass-Through Certificates

            
	 	 	 	 	 	 	 	
              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 ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-SL2 Asset Backed Certificates, 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
                _________________

            


    

    


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    SERVICING
      CRITERIA

     

    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing Criteria2 

     

    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor 

            	
              Seller

            	 Servicers	
              Trustee

            	
              Custodian

            	
              Paying
                Agent 

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 	 	 
	
              (i)   
                monitoring
                performance or other triggers and events of default

            	 	 	
              X

            	 	 	 	
              X

            	
              X

            
	
              (ii)  
                monitoring
                performance of vendors of activities outsourced

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (iii) 
                maintenance
                of back-up servicer for pool assets

            	 	 	 	 	 	 	 	 
	
              (iv) fidelity
                bond and E&O policies in effect

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (2) Cash
                Collection and Administration

            	 	 	 	 	 	 	 	 
	
              (i)   
                timing
                of deposits to custodial account

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (ii)   wire
                transfers to investors by authorized personnel

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) 
                advances
                or guarantees made, reviewed and approved as required

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (iv) 
                accounts
                maintained as required

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (v)  
                accounts
                at federally insured depository institutions

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            


    

    
      


      
        

      

      
        	
              	*	
                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.

              


      

    

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	
              Seller

            	
              Servicers 

            	
              Trustee 

            	
              Custodian 

            	
              Paying
                Agent 

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (vi) 
                unissued
                checks safeguarded

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (vii) monthly
                reconciliations of accounts

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (3) Investor
                Remittances and Reporting

            	 	 	 	 	 	 	 	 
	
              (i)    investor
                reports

            	 	 	
              X

            	 	 	 	
              X

            	
              X

            
	
              (ii)  
                remittances

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) 
                proper
                posting of distributions

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iv) 
                reconciliation
                of remittances and payment statements

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (4) Pool
                Asset Administration

            	 	 	 	 	 	 	 	 
	
              (i)   
                maintenance
                of pool collateral

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (ii)  
                safeguarding
                of pool assets/documents

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (iii) 
                additions,
                removals and substitutions of pool assets

            	 	
              X

            	
              X

            	 	 	 	 	 
	
              (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

            	 	 	 	 	 


    

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	 Depositor	
              Seller

            	
              Servicers

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	 Master
              Servicer	 Securities
              Administrator
	
              (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

            


    

    


    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated August 20, 2007,
      between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
      ACE Securities Corp., a Delaware corporation (the “Purchaser”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified),
the
      Swap
      Agreement (as hereinafter defined)
      and the
      Cap Agreement (as hereinafter defined) 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 mortgage pass-through certificates
      designated as ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2,
      Asset Backed Pass-Through Certificates (the “Certificates”). The Certificates
      will consist of five classes of certificates. The Certificates will be issued
      pursuant to a Pooling and Servicing Agreement for ACE Securities Corp. Home
      Equity Loan Trust, Series 2007-SL2, Asset Backed Pass-Through Certificates,
      dated as of July 1, 2007 (the “Pooling and Servicing Agreement”), among the
      Purchaser as depositor, Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen
      Loan Servicing, LLC as a servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer
      (“GMAC”, together with Ocwen, the “Servicers” and each individually a
“Servicer”)
      and HSBC
      Bank USA, National Association as trustee (the “Trustee”). The Purchaser will
      sell the Class A Certificates (the “Offered Certificates”) to Deutsche Bank
      Securities Inc. (“DBSI”), pursuant to the Second Amended and Restated
      Underwriting Agreement, dated as of June 24, 1999, as amended and restated
      to
      and including January 25, 2006, between the Purchaser and DBSI, and the Terms
      Agreement, dated August
      17, 2007
      (together, the “Underwriting Agreement”), between the Purchaser and DBSI.
      Capitalized terms used but not defined herein shall have the meanings set forth
      in the Pooling and Servicing Agreement.

     

    The
      parties hereto agree as follows:

     

    SECTION
      1. Agreement
      to Purchase.
      The
      Seller hereby sells, and the Purchaser hereby purchases, on August 20, 2007
      (the
“Closing Date”), (a) certain conventional, one- to four-family, fixed-rate,
      second lien, residential mortgage loans (the “Mortgage Loans”), having an
      aggregate principal balance as of the close of business on July 1, 2007 (the
      “Cut-off Date”) of approximately $196,525,112 (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 of the Seller’s right, title and interest in
      and to (i) the Cap Agreement between Bear Stearns Financial Inc. (“Bear
      Stearns”) and the Trustee, as trustee for ACE Securities Corp. Home Equity Loan
      Trust, Series 2007-SL2, Asset Backed Pass-Through Certificates, dated as of
      August 20, 2007 (the “Cap Agreement”), relating to the Offered Certificates and
      (ii) the Swap Agreement between Bear Stearns and the Trustee, as trustee of
      ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-SL2, Asset Backed
      Pass-Through Certificates dated as of August 20, 2007 (the “Swap Agreement”)
      relating to the Offered Certificates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 shall describe such Mortgage
      Loans and set 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, the Swap Agreement and the Cap Agreement
      to be purchased hereunder, the Purchaser shall, as described in Section 8,
      pay
      to or upon the order of the Seller in immediately available funds an amount
      (the
“Purchase Price”) equal to the net cash proceeds of the sale of the Offered
      Certificates, the Class CE-1 Certificates, the Class CE-2 Certificates, the
      Class P Certificates and the Class R Certificates.* 

     

    (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 Cap Agreement together with its rights under this Agreement, to the Trustee
      for the benefit of the Certificateholders and the Certificate
      Insurer.

     

    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 but excluding
      the
      Servicing Rights, the Swap Agreement and the Cap Agreement. 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.

     

    
      
        

      

    

    
      
        	*	
                Please
                  contact the Mortgage Loan Seller for this
                  information.

              


      

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (b) Delivery
      of Mortgage Loan Documents.
      The
      Seller will, on or prior to the Closing Date, deliver or cause to be delivered
      to the Purchaser or any assignee, transferee or designee of the Purchaser each
      of the following documents for each Mortgage Loan:

     

    (i) the
      original Mortgage Note, including any riders thereto, endorsed in blank, with
      all prior and intervening endorsements showing a complete chain of endorsement
      from the originator to the Person so endorsing to the Trustee;

     

    (ii) the
      original Mortgage or a certified copy thereof, including any 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 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;

     

    (iii) unless
      such Mortgage Loan is registered on the MERS System, the original Assignment
      of
      Mortgage executed in blank;

     

    (iv) unless
      such Mortgage Loan is a MOM Loan, the original recorded Assignment or
      Assignments of the Mortgage, or a certified copy or copies thereof, showing
      a
      complete chain of assignment from the originator to the last Person assigning
      the Mortgage;

     

    (v) the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any;

     

    (vi) the
      original lender’s title insurance policy, together with all endorsements or
      riders that were issued with or subsequent to the issuance of such policy,
      insuring the priority of the Mortgage as a second lien on the Mortgaged Property
      represented therein as a fee interest vested in the Mortgagor;

     

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

     

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

     

    Notwithstanding
      anything to the contrary contained in this Section 4, with respect to a maximum
      of approximately 1.00% of the Mortgage Loans, by aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note
      referred to in Section 4(b)(i) above cannot be located, the obligations of
      the
      Seller to deliver such documents shall be deemed to be satisfied upon delivery
      to the Purchaser or any assignee, transferee or designee of the Purchaser of
      a
      photocopy of such Mortgage Note, if available, with a lost note affidavit
      substantially in the form of Exhibit 1 attached hereto. If any of the original
      Mortgage Notes for which a lost note affidavit was delivered to the Purchaser
      or
      any assignee, transferee or designee of the Purchaser is subsequently located,
      such original Mortgage Note shall be delivered to the Purchaser or any assignee,
      transferee or designee of the Purchaser within three (3) Business Days; and
      if
      any document referred to in Section 4(b)(ii) or 4(b)(iv) above has been
      submitted for recording but either (x) has not been returned from the applicable
      public recording office or (y) has been lost or such public recording office
      has
      retained the original of such document, the obligations of the Seller hereunder
      shall be deemed to have been satisfied upon delivery to the Purchaser or any
      assignee, transferee or designee of the Purchaser promptly upon receipt thereof
      by or on behalf of the Seller of either the original or a copy of such document
      certified by the applicable public recording office to be a true and complete
      copy of the original.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    In
      the
      event that the original lender’s title insurance policy has not yet been issued,
      the Seller shall deliver to the Purchaser or any assignee, transferee or
      designee of the Purchaser a written commitment or interim binder or preliminary
      report of title issued by the title insurance or escrow company. The Seller
      shall deliver such original title insurance policy to the Purchaser or any
      assignee, transferee or designee of the Purchaser promptly upon receipt by
      the
      Seller, if any.

     

    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

     

    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 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 and the Certificate Insurer 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 or the Master Servicer to alter the codes referenced in this
      paragraph with respect to any Mortgage Loan during the term of this Agreement
      unless and until such Mortgage Loan is repurchased in accordance with the terms
      of this Agreement or the Pooling and Servicing Agreement.

     

    (c) 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 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 Closing
      Schedule.

     

    (d) 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.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (e) Examination
      of Mortgage Files.
      Prior
      to the Closing Date, the Seller shall either (i) deliver in escrow to the
      Purchaser or to any assignee, transferee or designee of the Purchaser for
      examination the Mortgage File pertaining to each Mortgage Loan, or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination.  Such examination may be
      made by the Purchaser or the Trustee, and their respective designees, upon
      reasonable notice to the Seller during normal business hours before the Closing
      Date and within sixty (60) days after the Closing Date.  If any such
      person makes such examination prior to the Closing Date and identifies any
      Mortgage Loans that do not conform to the requirements of the Purchaser as
      described in this Agreement, such Mortgage Loans shall be deleted from the
      Closing Schedule.  The Purchaser may, at its option and without notice
      to the Seller, purchase all or part of the Mortgage Loans without conducting
      any
      partial or complete examination.  The fact that the Purchaser or any
      person has conducted or has failed to conduct any partial or complete
      examination of the Mortgage Files shall not affect the rights of the Purchaser
      or any assignee, transferee or designee of the Purchaser to demand repurchase
      or
      other relief as provided herein or under the Pooling and Servicing
      Agreement.

     

    SECTION
      5. 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 Delaware corporation with full corporate power and authority to
      conduct its business as presently conducted by it to the extent material to
      the
      consummation of the transactions contemplated herein. The Agreement has been
      duly authorized, executed and delivered by the Seller. The Seller had the full
      corporate power and authority to own the Mortgage Loans and to transfer and
      convey the Mortgage Loans to the Purchaser and has the full corporate power
      and
      authority to execute and deliver, engage in the transactions contemplated by,
      and perform and observe the terms and conditions of this Agreement;

     

    (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
      (other than any created hereby in favor of the Purchaser and its assignees)
      which would have a material adverse effect upon the Mortgage Loans or any
      documents or instruments evidencing or securing the Mortgage Loans;

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (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) 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;

     

    (vi) 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;

     

    (vii) 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;

     

    (viii) 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
      its
      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;

     

    (ix) 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;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (x) 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);

     

    (xi) 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; and

     

    (xii) The
      information set forth in the applicable part of the Closing Schedule relating
      to
      the existence of a Prepayment Charge is complete, true and correct in all
      material respects at the date or dates respecting which 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 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 under applicable
      law.

     

    SECTION
      6. 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, is true and
      correct according to the Rating Agency requirements;

     

    (ii) No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of any person, including
      without limitation the Mortgagor, any appraiser, any builder or developer,
      or
      any other party involved in the origination of the Mortgage Loan or in the
      application of any insurance in relation to such Mortgage Loan;

     

    (iii) Except
      as
      set forth on the Closing Schedule, all payments required to be made prior to
      the
      Cut-off Date with respect to each Mortgage Loan have been made;

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (iv) [Reserved];

     

    (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) and which assumption agreement has been delivered
      to the Trustee;

     

    (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) Each
      Mortgage Loan and the related Prepayment Charge, if any, complied in all
      material respects with any and all requirements of any federal, state or local
      law including, without limitation, usury, truth in lending, anti-predatory
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity, fair housing, fair lending or disclosure laws applicable
      to
      the origination and servicing of the Mortgage Loans 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 the
      subordination to the related first lien mortgage loan) 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;

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (x) The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable second lien on the
      Mortgaged Property including all improvements on the Mortgaged
      Property;

     

    (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 the subordination to the related first lien mortgage loan), 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) Unless
      the Mortgaged Property is located in the State of Iowa and an attorney’s
      certificate and/or a certificate of title guaranty has been obtained, 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. 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 77.17% of the Mortgage Loans by aggregate
      principal balance as of the Cut-off Date, which are balloon loans and
      approximately 1.38% 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 (unless otherwise specified on the Closing
      Schedule) in equal monthly installments of principal and interest, 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 30 years and no Mortgage Loan
      permits negative amortization;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (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 similar subprime mortgage
      loans originated in the same jurisdiction as the Mortgaged
      Property;

     

    (xviii) At
      the
      time of origination of the Mortgage Loan there was no proceeding pending for
      the
      total or partial condemnation of the Mortgaged Property and, as of the date
      such
      Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’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, subject to bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditor’s rights generally;

     

    (xxiii) The
      Mortgage Loans were underwritten in accordance with the related originator’s
      underwriting guidelines in effect at the time the Mortgage Loans were originated
      (the “Applicable Underwriting Guidelines”), except with respect to certain of
      those Mortgage Loans which had compensating factors permitting a deviation
      from
      the Applicable Underwriting Guidelines;

     

    (xxiv) The
      Mortgaged Property is free of material damage and waste, excepting therefrom
      any
      Mortgage Loan subject to an escrow withhold as shown on the Closing
      Schedule;

     

    (xxv) 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 subsection (xiii), (ii) any encroachment
      generally acceptable to subprime 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;

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (xxvi) 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;

     

    (xxvii) 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;

     

    (xxviii) No
      Mortgagor has notified the Seller of any relief requested or allowed under
      the
      Servicemembers Civil Relief Act;

     

    (xxix) 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;

     

    (xxx) 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;

     

    (xxxi) Except
      as
      may otherwise be limited by applicable law, the Mortgage contains a 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;

     

    (xxxii) 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;

     

    (xxxiii) 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;

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (xxxiv) 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);

     

    (xxxv) Each
      Mortgage Loan (a) is directly secured by a second lien on, and consists of
      a
      single parcel of, real property with an attached, detached or semi-detached
      one-to-four family residence erected thereon, a townhouse, row house or an
      individual condominium unit in a condominium project, or an individual unit
      in a
      planned unit development (“PUD”). Any unit in a PUD or condominium project
      conforms to the requirements of the Applicable Underwriting Guidelines regarding
      such dwellings. No residence or dwelling is a mobile home or a manufactured
      dwelling unless it 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;

     

    (xxxvi) [Reserved];

     

    (xxxvii) [Reserved];

     

    (xxxviii) 
      [Reserved];

     

    (xxxix) [Reserved];

     

    (xl) [Reserved];

     

    (xli) [Reserved];

     

    (xlii) With
      respect to any Mortgage Loan, 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;

     

    (xliii) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan
      Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
      24-9-9);

     

    (xliv) 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;

     

    (xlv) There
      is
      no Mortgage Loan that (a) is secured by property located in the State of
      Kentucky; (b) was originated on or after June 24, 2003, and (c) which is a
“High
      Cost Home Loan” as defined under Kentucky State Statute KRS 360.100, effective
      as of June 24, 2003;

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (xlvi) There
      is
      no Mortgage Loan that (a) is secured by property located in the State of
      Arkansas, (b) has a note date on or after July 16, 2003, and (c) which is a
      “High Cost Home Loan” as defined under the Arkansas Home Loan Protection Act,
      effective as of July 16, 2003;

     

    (xlvii) [Reserved];

     

    (xlviii) [Reserved];

     

    (xlix) [Reserved];

     

    (l) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);


     

    (li) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (lii) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (liii) No
      Mortgage Loan originated in the City of Los Angeles is subject to the City
      of
      Los Angeles California Ordinance 175008 as a home loan;

     

    (liv) No
      Mortgage Loan is a “High Cost Home Loan” as defined under the Maine House Bill
      383 L.D. 494, effective as of September 13, 2003;

     

    (lv) No
      Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
      Section 6L, effective as of April 1, 2003;

     

    (lvi) No
      Mortgage Loan is a “home loan” in the state of Nevada; 

     

    (lvii) No
      Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
      1574;

     

    (lviii) [Reserved];

     

    (lix) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor’s LEVELS®
      Glossary
      which is now Version 6.0, Appendix E (attached hereto as Exhibit 2)) and no
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act;

     

    (lx) [Reserved];

     

    (lxi) [Reserved];

     

    (lxii) [Reserved];

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (lxiii) No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio; 

     

    (lxiv) The
      information set forth in the Closing Schedule is true and correct in all
      material respects as of the Cut-off Date; and

     

    (lxv) No
      proceeds from any Mortgage Loan were used to purchase single premium credit
      insurance policies (e.g., life, mortgage, disability, accident, unemployment,
      or
      health insurance product) or debt cancellation agreements as part of the
      origination of, or as a condition to closing, such Mortgage Loan.

     

     

    SECTION
      7. Repurchase
      Obligation for Defective Documentation and for Breach of Representation and
      Warranty.

     

    (a) The
      representations and warranties contained in Section 6 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 and the Certificate Insurer. 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.


     

    Upon
      discovery by the Seller, the Certificate Insurer, 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 a
      Custodian’s preliminary exception report, as described in the Custodial
      Agreements, as part of any Mortgage File, or of a breach of any of the
      representations and warranties contained in Section 6 that materially and
      adversely affects the value of any Mortgage Loan or the interest therein of
      the
      Certificate Insurer, the Purchaser or the Purchaser’s assignee, transferee or
      designee, the party discovering such breach shall give prompt written notice
      to
      the Seller. Within sixty (60) 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 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 ninety (90) days of its discovery or receipt
      of
      notice of any such missing or materially defective documentation or 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 Qualified Substitute 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 and the Certificate Insurer 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 7(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.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (b) If
      the
      representation made by the Seller in Section 5(xii) 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 related Servicer 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
      Closing Schedule to be due from the Mortgagor in the circumstances less any
      amount collected and remitted to the related Servicer for deposit into the
      Collection Account.

     

    (c) It
      is
      understood and agreed that the obligations of the Seller set forth in this
      Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
      pursuant to Section 7(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 5(xii) or Section 6.

     

     

    SECTION
      8. Closing;
      Payment for the Mortgage Loans. The
      closing of the purchase and sale of the Mortgage Loans, the Swap Agreement
      and
      the Cap Agreement 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 9 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

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    (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
      9. Closing
      Documents.
      Without
      limiting the generality of Section 8 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, the Certificate Insurer and DBSI 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, the Certificate Insurer and DBSI;

     

    (c) Such
      opinions of counsel as the Rating Agencies, the Certificate Insurer 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,
      the
      Certificate Insurer or DBSI may reasonably request.

     

    SECTION
      10. 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 the Servicers’ loan
      loss, foreclosure and delinquency experience, and the costs and expenses
      incurred in connection with obtaining the documents referred to in Sections
      9(a), 9(b) and 9(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, 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.  All
      other costs and expenses in connection with the transactions contemplated
      hereunder shall be borne by the party incurring such expense.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    SECTION
      11. Servicing.  The
      Mortgage Loans will be master serviced by the Master Servicer and serviced
      by
      the Servicers, on behalf of the Trust under the Pooling and Servicing Agreement,
      and the Seller has represented to the Purchaser that such Mortgage Loans are
      not
      subject to any other servicing agreements with third parties.  It is
      understood and agreed between the Seller and the Purchaser that the Mortgage
      Loans are to be delivered free and clear of any servicing
      agreements.  Neither the Purchaser nor any affiliate of the Purchaser
      is servicing the Mortgage Loans under any such servicing agreement and,
      accordingly, neither the Purchaser nor any affiliate of the Purchaser is
      entitled to receive any fee for releasing the Mortgage Loans from any such
      servicing agreement.  The Seller shall arrange for the orderly
      transfer of such servicing to the Servicers.  For so long as the
      Master Servicer master services the Mortgage Loans and the Servicers service
      the
      Mortgage Loans, the Master Servicer shall be entitled to the Master Servicing
      Fee and the Servicers shall be entitled to a Servicing Fee and such other
      payments as provided for under the terms of the Pooling and Servicing
      Agreement.

     

    SECTION
      12. Mandatory
      Delivery; Grant of Security Interest.  The
      sale and delivery on the Closing Date of the Mortgage Loans described on the
      Closing 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 8
      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 8 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 12 shall be deemed to have been
      released.

     

    SECTION
      13. 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, (i) if to the Purchaser, addressed to the Purchaser
      at
      6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax: (704)
      365-1362, Attention: Doris Hearn, or such other address as may hereafter be
      furnished to the Seller and the Certificate Insurer in writing by the Purchaser;
      (ii) if to the Certificate Insurer, addressed to the Certificate Insurer at
      1325
      Avenue of the Americas, New York, New York 10019, Attention: Risk Management
      Department, with a copy to the General Counsel and (iii) if to the Seller,
      addressed to the Seller at 60 Wall Street, New York, New York 10005, fax: (212)
      250-2740, Attention:  Michael Commaroto, or to such other address as
      the Seller may designate in writing to the Purchaser.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    SECTION
      14. 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
      15. 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
      16. 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
      17. 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 APPLY TO THIS AGREEMENT.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    SECTION
      18. 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 and only with the prior written consent of the Certificate
      Insurer.  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,
      the Swap Agreement and the Cap Agreement by the Seller to the Purchaser as
      provided in Section 4 hereof be, and be construed as, a sale of the Mortgage
      Loans, the Swap Agreement and the Cap Agreement by the Seller to the Purchaser
      and not as a pledge of the Mortgage Loans, the Swap Agreement and the Cap
      Agreement 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, the Swap Agreement and/or the Cap
      Agreement is 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, the Swap Agreement and/or the Cap Agreement, as applicable, 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, the Swap Agreement and the
      Cap
      Agreement and all amounts payable to the holders of the Mortgage Loans, the
      Swap
      Agreement and the Cap Agreement 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,
      the
      Swap Agreement and the Cap Agreement 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.

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    SECTION
      19. Third
      Party Beneficiaries.  The
      parties hereto acknowledge and agree that DBSI and each of its respective
      successors and assigns shall have all the rights of a third-party beneficiary
      in
      respect of Section 12 of this Agreement and shall be entitled to rely upon
      and
      directly enforce the provisions of Section 12 of this Agreement. The parties
      further acknowledge that the Certificate Insurer shall be an express third-party
      beneficiary hereof and shall be entitled to enforce the provisions of this
      Agreement as if it were a party hereto.

     

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    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.

     

    
      	 	 	 	DB
              STRUCTURED
              PRODUCTS, INC.
	 	 	 	 
	 	 	 	By:
              /s/ Rika
              Yano
	 	 	 	Name:
              Rika Yano
	 	 	 	Title:
              Vice President 
	 	 	 	 
	 	 	 	By:
              /s/ Ernest Calabrese
	 	 	 	Name:
              Ernest Calabrese 
	 	 	 	Title:
              Director 
	 	 	 	 
	 	 	 	ACE SECURITIES
              CORP.
	 	 	 	 
	 	 	 	By:
              /s/ Evelyn Echevarria 
	
            	 	 	Name:
              Evelyn Echevarria 
	 	 	 	Title:
              Vice
              President  
	 	 	 	 
	 	 	 	By:
              /s/ Doris J. Hearn
	 	 	 	Name:
              Doris J. Hearn   
	 	 	 	Title:
              Vice President   


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      1

     

    Loan
      #:
 

    Borrower:
       

     

    LOST
      NOTE
      AFFIDAVIT

     

    I,
      as
      _____________________ of ____________________, a _______________ am authorized
      to make this Affidavit on behalf of __________________ (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
      _____________;

     

    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. Seller 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
      2

    


    Appendix
      E - Standard & Poor’s Predatory Lending Categories


     

    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. §§ 53.5-101 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 

            
	
              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 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Standard
                & Poor’s High Cost Loan Categorization 

            
	
              State/Jurisdiction
                

            	
              Name
                of Anti-Predatory Lending Law/Effective Date 

            	
              Category
                under Applicable Anti-Predatory Lending Law 

            
	
              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 

            
	
              Indiana
                

            	
              Indiana
                Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. Effective
                January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                

            	
              High
                Cost Home Loans 

            
	
              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 

            
	
              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 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Standard
                & Poor’s High Cost Loan Categorization 

            
	
              State/Jurisdiction
                

            	
              Name
                of Anti-Predatory Lending Law/Effective Date 

            	
              Category
                under Applicable Anti-Predatory Lending Law 

            
	
              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 

            
	
              Rhode
                Island 

            	
              Rhode
                Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
                Effective December 31, 2006. 

            	
              High
                Cost 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
                

            	
              High
                Cost Home Loan 

            
	
              Tennessee
                

            	
              Tennessee
                Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq. Effective
                January 1, 2007. 

            	
              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 

            


    

    


    
      	
              Standard
                & Poor’s Home Loan Categorization 

            
	
              State/Jurisdiction
                

            	
              Name
                of Anti-Predatory Lending Law/Effective Date 

            	
              Category
                under Applicable Anti-Predatory Lending Law 

            
	
              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 

            


    

    


    Revised
      03/01/07 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G

     

    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 5.06(a)(ii). 

    


    Under
      Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
      included in the periodic Distribution Date statement under Section 5.02,
      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 monthly 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.

    

      

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                	 	 	 	 
	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	 	 	 	 	 	 	 
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	 	 	 	 	 	 	 
	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 


      

       

      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 


      

       

      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 
	
                (9)
                  Delinquency and loss information for the period.

              	
                X

              	
                X

              	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	
                X

              	
                X

              	 	 	 	 	 
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                X

              	
                X

              	
                X

                 

                (monthly
                  statement)

              	 	 	 	 


      

       

      
        
          
          

        

        
          G-4

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                X

              	
                X

              	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                X

              	
                X

              	 	 	 	
                X

              	 
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, any pool asset changes (other than in connection
                  with a pool asset converting into cash in accordance with its terms),
                  such
                  as additions or removals in connection with a prefunding or revolving
                  period and pool asset substitutions and repurchases (and purchase
                  rates,
                  if applicable), and cash flows available for future purchases,
                  such as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                X

              	 	 	 	 


      

      


      
        
          
          

        

        
          G-5

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	 	
                X

              


      

      


      
        
          
          

        

        
          G-6

          
            

          

        

        
          
          

        

         

      

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                2

              	
                Legal
                  Proceedings

              	 	 	 	 	 	 	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	
                X

              	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicers, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	 


      

       

      
        
          
          

        

        
          G-7

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                3

              	
                Sales
                  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.

              	 	 	 	 	 	
                X

              	 
	
                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)

              	 	 	
                X

              	 	
                X

              	 	 


      

       

      
        
          
          

        

        
          G-8

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 	 	 	 	 	 	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	 	 	
                X

              	 	
                X

              	 	 
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	 	 	 	 	 	
                X

              	
                X

              
	
                *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.

              	 	 	 	 	 	 	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 	 	 	 	 	 	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 


      

       

      
        
          
          

        

        
          G-9

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 
	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                *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.

              	 	 	 	 	 	 	 
	
                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

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              


      

       

      
        
          
          

        

        
          G-10

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                9

              	
                Exhibits

              	 	 	 	 	 	 	 
	 	
                Distribution
                  report

              	 	 	
                X

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

              	 	 	 	 	 	
                X

              	 
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	 	 	 	 
	
                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

              	
                X

              	
                X

              	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X

              	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              	
                X
                  (if Master Servicer is not a party)

              
	
                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.

              	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-11

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicers, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	
                X

              	
                X

              	
                X

              	
                X

              	
                X

              	
                X

              	
                X

              


      

       

      
        
          
          

        

        
          G-12

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                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 statement

              	 	
                X

              	
                X

              	 	 	 	 
	 	
                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

              	 	
                X

              	
                X

              	 	
                X

              	
                X

              	 


      

       

      
        
          
          

        

        
          G-13

          
            

          

        

        
          
          

        

         

      

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

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

              	 	 	 	 	
                X

              	
                X

              	 
	
                5.06

              	
                Change
                  in Shell Company Status

              	 	 	 	 	 	 	 
	
                [Not
                  applicable to ABS issuers]

              	 	 	 	 	 	
                X

              	 
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	 	 	 	 	 	 	 
	
                [Not
                  included in reports to be filed under Section 3.18]

              	 	 	 	 	 	
                X

              	 
	
                6.02

              	
                Change
                  of Servicer or Trustee

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              	 


      

       

      
        
          
          

        

        
          G-14

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Reg
                  AB disclosure about any new servicer (from entity appointing new
                  servicer)
                  or trustee (from Depositor) is also required.

              	
                X

              	 	 	 	
                X

              	
                X

              	 
	
                6.03

              	
                Change
                  in Credit Enhancement or Other 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.
                  

              	 	 	
                X

              	 	
                X

              	
                X

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

              	 	 	 	 	 	
                X

              	 
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	 	 	
                X

              	 	
                X

              	 	 
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-15

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                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.

              	 	 	 	 	 	
                X

              	
                 

              
	
                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.

              	 	 	 	 	 	
                X

              	 
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              	
                X

              
	
                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 security
                  holders.

              	 	 	 	 	 	
                X

              	 
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              	 	 	 	 
	 	
                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

              	
                The
                  Responsible Party for the applicable Form 8-K as indicated
                  above.

              


      

       

      
        
          
          

        

        
          G-16

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 


      

       

      
        
          
          

        

        
          G-17

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	
                X

              	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicers, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	
                X

              


      

       

      
        
          
          

        

        
          G-18

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	
                X (with
                  respect to 1119(a) affiliations only)

              	 	 
	
                Master
                  Servicer, affiliated Servicers, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Securities
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator

              	 	 	 	 	 	
                X

              	
                X

              
	
                Custodian

              	 	 	 	
                X (with
                  respect to affiliations only)

              	 	 	 
	
                Credit
                  Enhancer/Support Provider

              	 	 	 	 	 	
                X

              	
                X

              


      

       

      
        
          
          

        

        
          G-19

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Significant
                  Obligor

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	 	 	 
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-20

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      H

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SEND
      VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_______________] AND VIA OVERNIGHT
      MAIL TO THE ADDRESS IMMEDIATELY BELOW

    


    Wells
      Fargo Bank, N.A. as [Securities Administrator] 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

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

    Attn:
      Corporate Trust Services - ACE 2007-SL2 - SEC REPORT PROCESSING

    


    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318, Charlotte

    North
      Carolina 28211

    Attention:
      Juliana Johnson

    Fax:
      (704) 365-1362

    Attn:
      ACE
      2007-SL2

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section [__] of the Pooling and Servicing Agreement,
dated
      as of July 1, 2007 (the “Pooling and Servicing Agreement”), among ACE Securities
      Corp., as depositor, Ocwen Loan Servicing, LLC, as a servicer, GMAC Mortgage,
      LLC, as a servicer, Wells Fargo, National Association, as master servicer and
      as
      securities administrator, and HSBC Bank USA, National Association, as trustee,
      the undersigned, as [_____________________] hereby notifies you that certain
      events have come to our attention that [will][may] need to be disclosed on
      Form
      [10-D][10-K][8-K].

    


    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

    


    


    


    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][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

    


    SWAP
      AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK, NEW YORK 10179

      212-272-4009

      


      
        	
                DATE:

              	
                August
                  20, 2007

              
	 	 
	
                TO:

              	
                HSBC
                  Bank USA, National Association, not individually, but solely as
                  the
                  Supplemental Interest Trust Trustee  on behalf of the Supplemental
                  Interest Trust with respect to the ACE Securities Corp. Home Equity
                  Loan Trust, Series 2007-SL2 Asset Backed Pass-Through Certificates
                  

              
	
                ATTENTION:

              	
                CTLA
                  - Structured Finance for ACE 2007-SL2

              
	
                TELEPHONE:

              	
                212-525-1362

              
	
                FACSIMILE:

              	
                212-525-1300

              
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857
                  

              
	 	 
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation and Agreement 

              
	
                 

              	 
	
                REFERENCE
                  NUMBER:

              	
                FXACE07SL2

              


      

      


      The
        purpose of this long-form confirmation (“Long-form
        Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”) between Bear Stearns Financial
        Products Inc. (“Party A”) and HSBC Bank USA, National Association, not
        individually, but solely as Supplemental Interest Trust Trustee (the
“Supplemental Interest Trust Trustee”) on behalf of the supplement interest
        trust with respect to the ACE
        Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset Backed
        Pass-Through Certificates (the
        “Supplemental Interest Trust”) (“Party B”) created under the Pooling and
        Servicing Agreement, dated as of July 1, 2007, among ACE Securities Corp.,
        as
        the Depositor, Ocwen Loan Servicing, LLC, as the Servicer, GMAC Mortgage,
        LLC,
        as the Servicer, Wells Fargo Bank, National Association, as the Master Servicer
        and the Securities Administrator, and HSBC Bank USA, National Association,
        as
        the Trustee (the “Pooling and Servicing Agreement”). This Long-form Confirmation
        evidences a complete and binding agreement between you and us to enter into
        the
        Transaction on the terms set forth below and replaces any previous agreement
        between us with respect to the subject matter hereof. Item 2 of this Long-form
        Confirmation constitutes a “Confirmation”
        as
        referred to in the ISDA Master Agreement (defined below); Item 4 of this
        Long-form Confirmation constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement; and Annex A hereto constitutes
        Paragraph 13 of a Credit Support Annex to the Schedule. 

      


      
        	
                Item
                  1.

              	
                The
                  Confirmation set forth at Item 2 hereof shall supplement, form
                  a part of,
                  and be subject to an agreement in the form of the ISDA Master Agreement
                  (Multicurrency - Cross Border) as published and copyrighted in
                  1992 by the
                  International Swaps and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 4 of this Long-form
                  Confirmation, and an ISDA Credit Support Annex (Bilateral Form
                  - ISDA
                  Agreements Subject to New York Law Only version) as published and
                  copyrighted in 1994 by the International Swaps and Derivatives
                  Association, Inc., with Paragraph 13 thereof as set forth in Annex
                  A
                  hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement.
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE07SL2

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
        Backed
        Pass-Through Certificates

      August
        20, 2007

      Page
        2
of
        27 



      
        	
                Item
                  2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      


      
        	 	
                Type
                  of Transaction:

              	 	
                Interest
                  Rate Swap

              
	 	 	 	 
	 	
                Notional
                  Amount:

              	 	
                With
                  respect to any Calculation Period, the lesser of (i) the Scheduled
                  Amount
                  set forth for such period on Schedule I attached hereto and (ii)
                  the
                  aggregate Certificate Principal Balance of the Class A Certificates
                  (initially USD 127,741,000) immediately prior to the Distribution
                  Date
                  occurring in the calendar month in which the related Calculation
                  Period
                  begins.

              
	 	 	 	
                 

              
	 	
                Trade
                  Date:

              	 	
                August
                  15, 2007

              
	 	 	 	
                 

              
	 	
                Effective
                  Date:

              	 	
                August
                  20, 2007 

              
	 	 	 	
                 

              
	 	
                Termination
                  Date:

              	 	
                July
                  25, 2012, subject to adjustment in accordance with the Business
                  Day
                  Convention; provided, however, that for the purpose of determining
                  the
                  final Fixed Rate Payer Period End Date, Termination Date shall
                  be subject
                  to No Adjustment.

              
	 	 	 	
                 

              
	 	
                Fixed
                  Amounts:

              	 	
                 

              
	 	 	 	
                 

              
	 	
                Fixed
                  Rate Payer:

              	 	
                Party
                  B

              
	 	 	 	
                 

              
	 	
                Fixed
                  Rate Payer

              	 	
                 

              
	 	
                Period
                  End Dates:

              	 	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  August 25, 2007, and ending on the Termination Date, with No
                  Adjustment.

              
	 	
                Fixed
                  Rate Payer 

              	 	 
	 	
                Payment
                  Dates:                 
                  

              	 	
                Early
                  Payment shall be applicable. One Business Day prior to each Fixed
                  Rate
                  Payer Period End Date

              
	 	 	 	
                 

              
	 	
                Fixed
                  Rate:

              	 	
                5.23%

              
	 	 	 	
                 

              
	 	
                Fixed
                  Rate Day 

              	 	
                 

              
	 	
                Count
                  Fraction:

              	 	
                30/360

              
	 	
                 

              	 	
                 

              
	 	
                Floating
                  Amounts:

              	 	
                 

              
	 	 	 	
                 

              
	 	
                Floating
                  Rate Payer:

              	 	
                Party
                  A

              
	 	 	 	
                 

              
	 	
                Floating
                  Rate Payer

              	 	 
	 	
                Period
                  End Dates:

              	 	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  August 25, 2007, and ending on the Termination Date, subject to
                  adjustment
                  in accordance with the Business Day Convention.

              
	 	 	 	
                 

              
	 	
                Floating
                  Rate Payer 

              	 	
                 

              
	 	
                Payment
                  Dates:

              	 	
                Early
                  Payment shall be applicable. One Business Day prior to each Floating
                  Rate
                  Payer Period End Date

              
	 	
                 

              	 	
                 

              
	 	
                Floating
                  Rate Option:

              	 	
                USD-LIBOR-BBA

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 3
          of
          27 

      

      
        	 	
                 

              	 	 
	 	
                Designated
                  Maturity:

              	 	
                One
                  month

              
	 	 	 	 
	 	
                Floating
                  Rate Day 

              	 	 
	 	
                Count
                  Fraction:

              	 	
                Actual/360

              
	 	
                 

              	 	 
	 	
                Reset
                  Dates:

              	 	
                The
                  first day of each Calculation Period.

              
	 	 	 	 
	 	
                Compounding:

              	 	
                Inapplicable

              
	 	
                 

              	 	 
	 	
                Business
                  Days:

              	 	
                New
                  York

              
	 	 	 	 
	 	
                Business
                  Day Convention:

              	 	
                Following

              


      

      


      
        	Item
                3.	
                For
                  each Calculation Period, Party B will make available on its website
                  https://www.ctslink.com indicating the outstanding principal balance
                  of
                  the Class A Certificates as of the first day of the month in which
                  such
                  Calculation Period begins]

              


      

      


      
        	
                Item
                  4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      
        	(a)	
                “Specified
                  Entity”
                  will not apply to Party A or Party B for any purpose.
                  

              


      

      


      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	 	
                (i)

              	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or 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 not constitute an Event of
                  Default
                  under Section 5(a)(i) unless
                  a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred.

              


      

      


      
        	
              	(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); 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 Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          Reference
            Number: FXACE07SL2

          HSBC
            Bank
            USA, National Association, not individually, but solely as the Supplemental
            Interest Trust Trustee on behalf of the Supplemental Interest Trust with
            respect
            to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
            Backed
            Pass-Through Certificates

          August
            20, 2007

          Page 4
            of
            27

           

        

      

      
        	 	
                (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 USD 100,000,000. 

      


      
        	 	
                (vii)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B; provided, however, that, for purposes of applying Section
                  5(a)(vii) to Party B: (A) Section 5(a)(vii)(2) shall not apply,
                  (B)
                  Section 5(a)(vii)(3) shall not apply to any assignment, arrangement
                  or
                  composition that is effected by or pursuant to the Pooling and
                  Servicing
                  Agreement, (C) Section 5(a)(vii)(4) shall not apply to a proceeding
                  instituted, or a petition presented, by Party A or any of its Affiliates
                  (for purposes of Section 5(a)(vii)(4), Affiliate shall have the
                  meaning
                  set forth in Section 14, notwithstanding anything to the contrary
                  in this
                  Agreement), (D) Section 5(a)(vii)(6) shall not apply to any appointment
                  that is effected by or pursuant to the Pooling and Servicing Agreement,
                  or
                  any appointment to which Party B has not yet become subject; (E)
                  Section
                  5(a)(vii) (7) shall not apply; (F) Section 5(a)(vii)(8) shall apply
                  only
                  to the extent of any event which has an effect analogous to any
                  of the
                  events specified in clauses (1), (3), (4), (5) or (6) of Section
                  5(a)(vii), in each case as modified in this Part 1(c)(vii), and
                  (G)
                  Section 5(a)(vii)(9) shall not
                  apply.

              


      

      


      
        	 	
                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      
        	(d)	
                Termination
                  Events.

              


      

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      
        	
              	(i)	
                The
                  “Illegality”
                  provisions of Section 5(b)(i) will apply to Party A and will apply
                  to
                  Party B.

              


      

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and 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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 5
          of
          27 

      

       

      
        	
                (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 and the Second Method will apply, provided, however,
                  that,
                  notwithstanding anything to the contrary in this Agreement, if
                  an Early
                  Termination Date has been designated as a result of a Derivative
                  Provider
                  Trigger Event, the following provisions will
                  apply:

              


      

      


      
        	 	
                (A)
                  

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                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, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) 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 (2) 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 are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation or occurrence of the relevant Early Termination Date. The day
        and
        time as of which those Firm Offers are to be provided (the “bid time”) will be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If at least one Firm Offer from an Approved Replacement (which, if
        accepted, would determine the Market Quotation) is provided at the bid time,
        the
        Market Quotation will be the Firm Offer (among such Firm Offers as specified
        in
        clause (C) below) actually accepted by Party B no later than the Business
        Day
        immediately preceding the Early Termination Date. If no Firm Offer from an
        Approved Replacement (which, if accepted, would determine the Market Quotation)
        is provided at the bid time, it will be deemed that the Market Quotation
        in
        respect of such Terminated Transaction or group of Transactions cannot be
        determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at the bid time,
                  Party B
                  shall accept the Firm Offer (among such Firm Offers) which would
                  require
                  either (x) the lowest payment by Party B to the Reference Market-maker,
                  to
                  the extent Party B would be required to make a payment to the Reference
                  Market-maker or (y) the highest payment from the Reference Market-maker
                  to
                  Party B, to the extent the Reference Market-maker would be required
                  to
                  make a payment to Party B. If only one Firm Offer from an Approved
                  Replacement (which, if accepted, would determine the Market Quotation)
                  is
                  provided at the bid time, Party B shall accept such Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 6
          of
          27

         

      

      
        	 	
                (E)

              	
                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 against any amount payable by
        Party B
        under the immediately preceding clause (I).”

      


      
        	 	
                (F)

              	
                In
                  determining whether or not a Firm Offer satisfies clause (B)(y)
                  of the
                  definition of Replacement Transaction and whether or not a proposed
                  transfer satisfies clause (e)(B)(y) of the definition of Permitted
                  Transfer, Party B shall act in a commercially reasonable
                  manner.

              


      

      


      
        	(g)	
                “Termination
                  Currency”
                  means USD.

              


      

      


      
        
          
            	(h)	
                    Additional
                      Termination Events.
                      Additional Termination Events will apply as provided in Part
                      5(c).
                      

                  


          

        

      

      


      Part
        2.  Tax
        Matters.

      


      
        	(a)	
                Tax
                  Representations. 

              


      

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

      
        


        
          	 	
                  (A)

                	
                  Party
                    A makes the following
                    representation(s):

                


        

         

      

      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (i)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (ii)
                  

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (iii)
                  

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

       

      
        
          
            	 	
                    (B)

                  	
                    Party
                      B makes the following
                      representation(s):

                  


          

           

        

      

      None.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 7
          of
          27 

         

      

      
        	
              	(ii)	
                Payee
                  Representations.
                  For the purpose of Section 3(f) of this Agreement:
                  

              


      

      
        
          


          
            	 	
                    (A)

                  	
                    Party
                      A makes the following
                      representation(s):

                  


          

           

        

      

      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

       

      
        	 	(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, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                  this Agreement, all Taxes in relation to payments by Party A shall
                  be
                  Indemnifiable Taxes (including any Tax imposed in relation to a
                  Credit
                  Support Document or in relation to any payment thereunder) unless
                  such
                  Taxes (i) are assessed directly against Party B and not by deduction
                  or
                  withholding by Party A or (ii) arise as a result of a Change in
                  Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      
        	(a)	
                For
                  the purpose of Section 4(a)(i), tax forms, documents, or certificates
                  to
                  be delivered are:

              


      

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              
	 	 	 
	
                Party
                  A

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

              
	 	 	 
	
                Party
                  B

              	
                (i)
                  Upon execution of this Agreement, an original properly completed
                  and
                  executed United States Internal Revenue Service Form W-9 (or any
                  successor
                  thereto) with respect to any payments received or to be received
                  by the
                  initial beneficial owner of payments to Party B that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  B
                  under this Agreement, and (ii) thereafter, the appropriate tax
                  certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                  W-8EXP
                  or W-8ECI, as applicable (or any successor form thereto)) with
                  respect to
                  any payments received or to be received by the beneficial owner
                  of
                  payments to Party B under this Agreement from time to time.
                  

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  in the
                  case of a tax certification form other than a Form W-9, before
                  December 31
                  of each third succeeding calendar year, (iv) promptly upon the
                  reasonable
                  demand by Party A, (v) prior to the expiration or obsolescence
                  of any
                  previously delivered form, and (vi) promptly upon the information
                  on any
                  such previously delivered form becoming inaccurate or
                  incorrect.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 8
          of
          27 

         

      

      
        
          	(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, each 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, each 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, each 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 containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              
	 	 	 	 
	
                Party
                  B

              	
                An
                  executed copy of the Pooling and Servicing Agreement

              	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	
                No

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          Reference
            Number: FXACE07SL2

          HSBC
            Bank
            USA, National Association, not individually, but solely as the Supplemental
            Interest Trust Trustee on behalf of the Supplemental Interest Trust with
            respect
            to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
            Backed
            Pass-Through Certificates

          August
            20, 2007

          Page 9
            of
            27 


        

        
          
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:

              	 	
                383
                  Madison Avenue, New York, New York 10179

              
	 	
                Attention:

              	 	
                DPC
                  Manager 

              
	 	
                Facsimile:

              	 	
                (212)
                  272-5823

              
	 	 	 	 
	 	
                with
                  a copy to:

              
	 	 	 	 
	 	
                Address:

              	 	
                One
                  Metrotech Center North, Brooklyn, New York 11201

              
	 	
                Attention:

              	 	
                Derivative
                  Operations 7th Floor

              
	 	
                Facsimile:

              	 	
                (212)
                  272-1634

              
	 	 	 	 
	 	
                (For
                  all purposes)

              	 	 
	 	 	 	 
	 	
                For
                  purposes of Section 5 and 6 only, a copy to only Assured Guaranty
                  Corp.
                  (for so long as it is the Certificate Insurer) at its address as
                  set forth
                  herein:

              
	 	 	 	 
	 	
                Address:

              	 	
                Assured
                  Guaranty Corp.

              
	 	 	 	
                1325
                  Avenue of the Americas

              
	 	 	 	
                New
                  York, New York 10019

              
	 	
                Attention:

              	 	
                Risk
                  Management Department, (ACE Securities Corp. Home Equity Loan Trust,
                  Series 2007-SL2, Policy No.

              
	 	
                 

              	 	D-2007-161)
	 	
                Facsimile:

              	 	
                (212)
                  581-3268

              
	 	
                Phone:

              	 	
                (212)
                  974-0100

              


      

       

      Address
        for notices or communications to Party B:

      


      
        	 	
                Address:

              	 	
                HSBC
                  Bank USA, National Association

              
	 	 	 	
                CTLA
                  - Structured Finance for ACE 2007-SL2

              
	 	 	 	
                452
                  Fifth Avenue

              
	 	 	 	
                New
                  York, NY 10018

              
	 	
                Attention:

              	 	
                Susie
                  Moy

              
	 	
                Facsimile:

              	 	
                (212)
                  525-1300

              


      

      


      With
        a
        copy to:

      


      
        	 	
                Address:

              	 	
                Wells
                  Fargo Bank, N.A.

              
	 	 	 	
                9062
                  Old Annapolis Road

              
	 	 	 	
                Columbia,
                  Maryland 21045

              
	 	
                Attention:

              	 	
                Client
                  Manager ACE 2007-SL2

              
	 	
                Facsimile:

              	 	
                (410)
                  715-2380

              
	 	
                Phone:

              	 	
                (410)
                  884-2000

              
	 	 	 	 
	 	
                (For
                  all purposes)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 10
          of
          27 


      

      
        	 	 	 	 
	 	
                For
                  purposes of Section 5 and 6 only, a copy to only Assured Guaranty
                  Corp.
                  (for so long as it is the Certificate Insurer) at its address as
                  set forth
                  herein:

              
	 	 	 	 
	 	
                Address:

              	 	
                Assured
                  Guaranty Corp.

              
	 	 	 	
                1325
                  Avenue of the Americas

              
	 	 	 	
                New
                  York, New York 10019

              
	 	
                Attention:

              	 	
                Risk
                  Management Department, (ACE Securities Corp. Home Equity Loan Trust,
                  Series 2007-SL2, Policy No.

              
	 	
                 

              	 	D-2007-161)
	 	
                Facsimile:

              	 	
                (212)
                  581-3268

              
	 	
                Phone:

              	 	
                (212)
                  974-0100

              
	 	 	 	 


      

      


      
        	(b)	
                Process
                  Agent.
                  For the purpose of Section 13(c):

              


      

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (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.

              


      

      


      (f) Credit
        Support Document. 

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


        	 	 	 


        	 	Party B:	The Credit Support
                Annex.


      

       

      
        	
                (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 (including
                  any
                  claim or controversy arising out of or relating to this Agreement),
                  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.
                  Subparagraph (ii) of Section 2(c) will apply to each Transaction
                  hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate. Party
                  A and Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement. 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 11
          of
          27 

         

      

      
        	
                Part
                  5. 

              	
                Other
                  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.

              


      

       

      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 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)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iii)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party (whether written or oral) regarding any Transaction hereunder,
                  other
                  than the representations expressly made in this Agreement or the
                  Confirmation in respect of that Transaction, (ii) it has consulted
                  with
                  its own legal, regulatory, tax, business, investment, financial
                  and
                  accounting advisors to the extent it has deemed necessary, and
                  it has made
                  its own investment, hedging and trading decisions based upon its
                  own
                  judgment and upon any advice from such advisors as it has deemed
                  necessary
                  and not upon any view expressed by the other party, (iii) it is
                  not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into this Transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of this Transaction shall not be considered investment
                  advice or a recommendation to enter into this Transaction, and
                  (iv) it has
                  not received from the other party any assurance or guaranty as
                  to the
                  expected results of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) each 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. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 12
          of
          27

         

      

      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended (i) by deleting in the first
                  paragraph
                  the words “or if a Tax Event Upon Merger occurs and the Burdened Party is
                  the Affected Party,” and in the third paragraph the words “, which consent
                  will not be withheld if such other party’s policies in effect at such time
                  would permit it to enter into transactions with the transferee
                  on the
                  terms proposed”, (ii) by deleting the words “to transfer” and inserting
                  the words “to effect a Permitted Transfer” in lieu thereof, and (iii)
                  adding at the end of the third paragraph “; provided that the other
                  party’s consent shall not be required if such transfer is a Permitted
                  Transfer.”

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word “non-”, (ii) deleting “; and” from the
                  end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      
        	 	
                (i)

              	
                Failure
                  to Post Collateral. If
                  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
                  and such failure has not given rise to an Event of Default under
                  Section
                  5(a)(i) or Section 5(a)(iii), 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.
                  The occurrence of any event described in this Part 5(c)(ii) shall
                  constitute an Additional Termination Event with respect to Party
                  A and
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

      


      
        	 	
                (A)

              	
                A
                  Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and
                  at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred, and at least one Eligible
                  Replacement has made a Firm Offer that would, assuming the occurrence
                  of
                  an Early Termination Date, qualify as a Market Quotation (on the
                  basis
                  that Part 1(f)(i)(A) applies) and which remains capable of becoming
                  legally binding upon acceptance.

              


      

       

      
        	 	
                (B)

              	
                An
                  S&P Required Ratings Downgrade Event has occurred and is continuing
                  and at least 60 calendar days have elapsed since such S&P Required
                  Ratings Downgrade Event first
                  occurred.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE07SL2

      
        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 13
          of
          27

         

      

      
        	 	
                (iii)

              	
                Amendment
                  of the Pooling and Servicing Agreement.
                  If, without the prior written consent of Party A where such consent
                  is
                  required under the Pooling and Servicing Agreement (such consent
                  not to be
                  unreasonably withheld), an amendment is made to the Pooling and
                  Servicing
                  Agreement which amendment could reasonably be expected to have
                  a material
                  adverse effect on the interests of Party A under this Agreement,
                  an
                  Additional Termination Event shall have occurred with respect to
                  Party B,
                  Party B shall be the sole Affected Party with respect to such Additional
                  Termination Event and all Transactions hereunder shall be Affected
                  Transactions. 

              


      

      
        	 	 	 


        	 	(iv)	Failure
                to Comply with Regulation AB Requirements. 
                If, upon the occurrence of a Swap Disclosure Event (as defined in
                Part
                5(e) below) Party A has not complied with any of the provisions set
                forth
                in Part 5(e)(iii) or Part 5(e)(iv) below within the time period specified
                therein, 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.


      

      


      
        	 	
                (v)

              	
                [Reserved.]
                  

              


      

      


      
        	 	
                (vi)

              	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article X of the Pooling and Servicing Agreement
                  (such
                  notice, the “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in
                  connection with the Early Termination Date resulting from this
                  Additional
                  Termination Event; notwithstanding anything to the contrary in
                  Section
                  6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                  2(e) in
                  respect of the Terminated Transactions resulting from this Additional
                  Termination Event will be required to be made through and including
                  the
                  Early Termination Date designated
                  as a result of this Additional Termination Event; provided, for
                  the
                  avoidance of doubt, that any such payments or deliveries that are
                  made on
                  or prior to such Early Termination Date will not be treated as
                  Unpaid
                  Amounts in determining the amount payable in respect of such Early
                  Termination Date; (D) notwithstanding anything to the contrary
                  in Section
                  6(d)(i), (I) if, 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) (as amended herein) and provide to
                  the
                  Trustee in writing (which may be done in electronic format) the
                  amount
                  payable by either Party B or Party A in respect of the related
                  Early
                  Termination Date in
                  connection with this Additional Termination Event; provided, however,
                  that
                  the amount payable by Party B, if any, in respect of the related
                  Early
                  Termination Date shall be the lesser of (x) the amount calculated
                  to be
                  due by Party B pursuant to Section 6(e) and (y) the Estimated Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice and
                  (F) for purposes of determining the payment under Section 6(e)in
                  respect
                  of an Early Termination Date designated as a result of this Additional
                  Termination Event, for all Calculation Periods beginning on or
                  after the
                  Early Termination Date, the definition of Notional Amount in the
                  related
                  Confirmation shall be deleted in its entirety and replaced with
                  the
                  following: “With respect to each Calculation Period, the Scheduled Amount
                  for such Calculation Period as set forth in the Schedule of Scheduled
                  Amounts attached hereto multiplied by the quotient of (A) the Notional
                  Amount for the Calculation Period immediately prior to the Early
                  Termination Date divided by (B) the Scheduled Amount for the Calculation
                  Period immediately prior to the Early Termination Date as set forth
                  in the
                  Schedule of Scheduled Amounts attached
                  hereto.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 14
          of
          27

         

      

      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.

      


      
        	 	
                (vii)

              	
                Failure
                  to Pay Class A Certificates.
                  If the Securities Administrator on behalf of the Trust is unable
                  to pay,
                  or fails or admits in writing its inability to pay (1) on any Distribution
                  Date, any Accrued Certificate Interest with respect to the Class
                  A
                  Certificates or (2) by the Distribution Date immediately following
                  the
                  maturity date for the Mortgage Loan with the latest maturity date,
                  the
                  ultimate payment of principal with respect to the 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,
                  Party B shall be the sole Affected Party and all Transactions hereunder
                  shall be Affected Transactions.

              


      

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  If
                  a Required Ratings Downgrade Event has occurred and is continuing,
                  then
                  Party A shall, at its own expense, use commercially reasonable
                  efforts to,
                  as soon as reasonably practicable, either (A) effect a Permitted
                  Transfer
                  or (B)
                  procure an Eligible Guarantee by a guarantor with credit ratings
                  at least
                  equal to the S&P Required Ratings Threshold and the Moody’s Second
                  Trigger Threshold. 

              


      

      


      


      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. 

              


      

      


      
        	 	
                (i)

              	
                Party
                  A agrees and acknowledges that ACE Securities Corp. (the “Depositor”) on
                  behalf of the Issuing Entity is required under Regulation AB under
                  the
                  Securities Act of 1933, as amended, and the Securities Exchange
                  Act of
                  1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose
                  certain financial information regarding Party A or its group of
                  affiliated
                  entities, if applicable, depending on the aggregate “significance
                  percentage” of this Agreement and any other derivative contracts between
                  Party A or its group of affiliated entities, if applicable, and
                  Party B,
                  as calculated from time to time in accordance with Item 1115 of
                  Regulation
                  AB. In addition, for so long as the Depositor is required to file
                  a Form
                  10-K in respect of the related transaction (which the parties hereto
                  may
                  assume shall be for the period covering the calendar year following
                  the
                  Closing Date, unless otherwise notified in writing by the
                  Depositor),
                  Party A, at its own expense, shall no later than the 25th calendar
                  day of
                  each month, notify the Depositor in writing of any known material
                  affiliations or relationships that develop following the Closing
                  Date
                  between Party A and any of the (x) the Sponsor, the Depositor or
                  the
                  Issuing Entity, if this Agreement is transferred by Party A to
                  another
                  entity and (y) any originator, servicer, trustee or bond administrator
                  or
                  other transaction party, each as identified by the Depositor to
                  Party A in
                  writing, and provide to the Depositor a description of such affiliations
                  or relations.

              


      

      


      
        	 	
                (ii)

              	
                It
                  shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                  Local Business Day after the date hereof for so long as the Issuing
                  Entity
                  is required to file periodic reports under the Exchange Act, the
                  Depositor
                  requests from Party A the certain financial information described
                  in Item
                  1115 of Regulation AB, including, but not limited to Party A’s financial
                  data as described in Item 1115(b)(1) of Regulation AB and financial
                  statements as described in Item 1115(b)(2) of Regulation AB (the
“Swap
                  Financial Disclosure”).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 15
          of
          27

         

      

      
        	 	
                (iii)

              	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A, within ten
                  (10)
                  calendar days and at its own expense, shall (1)(a) either (i) provide
                  to
                  the Depositor the current Swap Financial Disclosure in an EDGAR-compatible
                  format (for example, such information may be provided in Microsoft
                  Word®
                  format, Microsoft Excel® format or any other format suitable for
                  conversion to the EDGAR format, but not in .pdf format) or (ii)
                  if
                  permitted by Regulation AB, provide written consent to the Depositor
                  to
                  incorporate by reference such current Swap Financial Disclosure
                  that are
                  filed with the Securities and Exchange Commission in the Exchange
                  Act
                  Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure
                  has been audited, cause its outside accounting firm to provide
                  its consent
                  to filing or incorporation by reference in the Exchange Act Reports
                  of the
                  Issuing Entity of such accounting firm’s report relating to their audits
                  of such current Swap Financial Disclosure; (2) secure another entity
                  to
                  replace Party A by way of a Permitted Transfer, either as party
                  to this
                  Agreement or by entering into a replacement derivative agreement,
                  on terms
                  substantially in the form of this Agreement, subject to prior notification
                  to the Swap Rating Agencies, which entity (or a guarantor therefor)
                  satisfies the Rating Agency Condition with respect to S&P and which
                  entity is able to comply with the requirements of Item 1115 of
                  Regulation
                  AB; (3) only if sufficient to satisfy the requirements of Item
                  1115 of
                  Regulation AB that are applicable to the Derivative Provider, as
                  evidenced
                  by an opinion of counsel at the expense of Party A and that is
                  reasonably
                  acceptable to the Depositor or as determined by the Depositor in
                  its sole
                  discretion if this Agreement is transferred by Party A to another
                  entity,
                  subject to the Rating Agency Condition with respect to S&P, obtain a
                  guaranty of Party A’s obligations under this Agreement from an affiliate
                  of Party A that is able to comply with the financial information
                  disclosure requirements of Item 1115 of Regulation AB and this
                  Agreement,
                  such that disclosure provided in respect of the affiliate will
                  satisfy any
                  disclosure requirements applicable to the Swap Provider, and cause
                  such
                  affiliate to provide Swap Financial Disclosure; or (4) only if
                  sufficient
                  to satisfy the requirements of Item 1115 of Regulation AB that
                  are
                  applicable to the Derivative Provider, as evidenced by an opinion
                  of
                  counsel at the expense of Party A and that is reasonably acceptable
                  to the
                  Depositor or as determined by the Depositor in its sole discretion
                  if this
                  Agreement is transferred by Party A to another entity, post collateral
                  in
                  an amount sufficient to reduce the “significance percentage” for purposes
                  of Item 1115 of Regulation AB with respect to any Derivative Agreement
                  relating to such Securitization, calculated separately or in the
                  aggregate
                  with other Derivative Agreements for such Securitization (a) to
                  10% if the
                  Depositor has notified the Derivative Provider that the “significance
                  percentage” is 10% or more (but less than 20%) or (b) to 20% if the
                  Depositor has notified the Derivative Provider that the “significance
                  percentage” is 20% or more. If permitted by Regulation AB, any required
                  Swap Financial Disclosure may be provided by incorporation by reference
                  from reports filed pursuant to the Exchange Act.
                  

              


      

      


      
        	 	
                (iv)

              	
                If
                  Party A provides Swap Financial Disclosure to the Depositor pursuant
                  to
                  Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial
                  Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then
                  for so
                  long as (x) the Depositor is required to file Exchange Act reports
                  in
                  respect of the Issuing Entity and (y) on the Distribution Date
                  immediately
                  preceding the date of any release of updated Swap Financial Disclosure
                  by
                  Party A, the Depositor has provided notice to Party A that the
                  “significance percentage” determined under Item 1115 of Regulation AB is
                  equal to or greater than 10% with respect to such Distribution
                  Date, Party
                  A, at its own expense, shall provide or cause to be provided to
                  the
                  Depositor any updated Swap Financial Disclosure with respect to
                  Party A or
                  any entity that consolidates Party A within five (5) Local Business
                  Days
                  of the release of any such updated Swap Financial
                  Disclosure.

              


      

      


      
        	 	
                (v)

              	
                Party
                  A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to the Depositor in accordance with Part 5(e)(iii)(1),
                  or Party
                  A causes its affiliate to provide Swap Financial Disclosure to
                  the
                  Depositor in accordance with Part 5(e)(iii)(3), or Party A provides
                  or
                  causes to be provided updated Swap Financial Disclosure in accordance
                  with
                  Part 5(e)(iv), Party A will indemnify and hold harmless the Depositor,
                  its
                  respective directors or officers and any person controlling the
                  Depositor,
                  from and against any and all losses, claims, damages and liabilities
                  caused by any untrue statement or alleged untrue statement of a
                  material
                  fact contained in such Swap Financial Disclosure or caused by any
                  omission
                  or alleged omission to state in such Swap Financial Disclosure
                  a material
                  fact required to be stated therein or necessary to make the statements
                  therein, in light of the circumstances under which they were made,
                  not
                  misleading.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 16
          of
          27

         

      

      
        	 	
                (vi)

              	
                The
                  Depositor shall be an express third party beneficiary of this Agreement
                  as
                  if it were a party hereto to the extent of the Depositor’s rights
                  explicitly specified in this Part 5(e).


              


      

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      
        	
              	(i)	
                Section
                  7 is hereby amended to read in its entirety as
                  follows:

              


      

       

      “Neither
        this Agreement nor any interest or obligation in or under this Agreement
        may be
        transferred (whether by way of security or otherwise) by either party 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, except
        that:

       

      
        	 	
                (a)

              	
                Party
                  A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                  (as
                  amended herein) or Part 5(e), (2) pursuant to a consolidation or
                  amalgamation with, or merger with or into, or transfer of all or
                  substantially all its assets to, another entity (but without prejudice
                  to
                  any other right or remedy under this Agreement), or (3) at any
                  time at
                  which no Relevant Entity has credit ratings at least equal to the
                  Approved
                  Ratings Threshold;

              


      

       

      
        	 	
                (b)

              	
                Party
                  B may transfer its rights and obligations hereunder (1) in connection
                  with
                  a transfer pursuant to Section 9.09 of the Pooling and Servicing
                  Agreement, and

              


      

       

      
        	 	
                (c)

              	
                a
                  party may make such a transfer of all or any part of its interest
                  in any
                  amount payable to it from a Defaulting Party under Section
                  6(e).

              


      

       

      Any
        purported transfer that is not in compliance with this Section will be void.
        

       

      
        	 	
                (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)

              	
                Limited
                  Recourse; 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, agents, employees, shareholders or affiliates
                  of
                  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 Supplemental Interest
                  Trust
                  and the proceeds thereof, any claims against or obligations of
                  Party B
                  under this Agreement or any other confirmation thereunder still
                  outstanding shall be extinguished and thereafter not revive. The
                  Supplemental Interest Trust 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
                  Supplemental Interest Trust from
                  the Trust created pursuant to the Pooling and Servicing Agreement.
                  This
                  provision will survive the termination of this
                  Agreement.

              


      

      


      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered into 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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 17
          of
          27

         

      

      
        	
                (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 Rating
                  Agency has been provided prior written notice of such designation
                  or
                  transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless Assured Guaranty Corp.
                  (for so
                  long as it is the Certificate Insurer) and each of the Rating Agencies
                  has
                  been provided prior written notice of the same and the Rating Agency
                  Condition is satisfied with respect to S&P and DBRS, and Assured
                  Guaranty Corp. (for so long as it is the Certificate Insurer) has
                  provided
                  prior written consent to such amendment (such consent to not be
                  unreasonably withheld). 

              


      

      


      
        	
                (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 Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      
        	(m)	
                Proceedings.
                  No
                  Relevant Entity shall institute against, or cause any other person
                  to
                  institute against, or join any other person in instituting against
                  Party
                  B, the Supplemental Interest Trust 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. 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)
                  Supplemental Interest Trust Trustee 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
                  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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 18
          of
          27

         

      

      
        	
                (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 Securities Administrator as agent under the Pooling
                  and
                  Servicing Agreement to carry out certain functions on behalf of
                  Party B,
                  and that Supplemental Interest Trust Trustee and 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)

              	
                [Reserved.]

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       

      
        	
                (s)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any suit, action or proceeding relating to this Agreement or any
                  Credit
                  Support Document. 

              


      

      


      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (u)

              	
                [Reserved.]

              


      

      


      
        	
                (v)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement that it is entering into the Agreement and the Transaction
                  as principal and not as agent of any person. Supplemental
                  Interest Trust Trustee
                  represents to Party A on the date on which Supplemental
                  Interest Trust Trustee Party
                  B enters into this Agreement that Supplemental
                  Interest Trust Trustee
                  is
                  executing the Agreement not in its individual capacity, but solely
                  as
                  Supplemental
                  Interest Trust Trustee on behalf of the Supplemental Interest
                  Trust.

              


      

      


      
        	
                (w)

              	
                Insurer
                  as Third Party Beneficiary. The
                  parties hereto acknowledge and agree that Assured Guaranty Corp.
                  shall be
                  an express third-party beneficiary of this Agreement and shall
                  be entitled
                  to rely on (and enforce) the representations, warranties, covenants
                  and
                  obligations as set forth herein.

              


      

      


      
        	
                (x)

              	
                [Reserved.]
                  

              


      

      


      
        	(y)	
                [Reserved.]
                  

              


      

       

      
        	(z)	
                Additional
                  Definitions. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 19
          of
          27

         

      

      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)". 

      


      “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 payment
        obligations and obligations to post collateral of Party A under this Agreement
        (or, solely for purposes of the definition of Eligible Replacement, all present
        and future payment obligations and obligations to post collateral of such
        Eligible Replacement under this Agreement or its replacement, as applicable)
        which is provided by a guarantor as principal debtor rather than surety and
        which is directly enforceable by Party B, the form and substance of which
        guarantee are subject to the Rating Agency Condition with respect to S&P.


      


      “Eligible
        Replacement”
        means an
        entity (A) that lawfully could perform the obligations owing to Party B under
        this Agreement (or its replacement, as applicable) and
        (B)
        (I) (x) which has credit ratings from S&P at least equal to the S&P
        Required Ratings Threshold or (y) all
        present
        and future obligations of which entity owing to Party B under this Agreement
        (or
        its replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from S&P at least equal to the
        S&P Required Ratings Threshold, in either case if S&P is a Rating
        Agency, (II) (x) which has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold or (y) all present and future
        obligations of which entity owing to Party B under this Agreement (or its
        replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
        Agency and (III) (x) which has credit ratings from DBRS at least equal to
        the
        applicable DBRS Approved Ratings Threshold or (y) all present and future
        obligations of which entity owing to Party B under this Agreement (or its
        replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from DBRS at least equal to the
        DBRS
        Approved Ratings Threshold, in either case if DBRS is a Rating
        Agency.

      


      “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), taking into account then current market
        conditions.

      


      “Financial
        Institution”
means
        a
        bank, broker/dealer, insurance company, structured investment company or
        derivative product company.

      


      “Firm
        Offer”
        means a
        quotation from an 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 20
          of
          27

         

      

      “Moody’s”
        means
        Moody’s Investors Service,
        Inc.,
        or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Downgrade
        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, in the circumstances specified in this
        Agreement (including agreements incorporated by reference herein) as a Permitted
        Transfer, to a transferee (the “Transferee”)
        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 (in each case as certified by such entity);(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)
        the Transferee contracts with Party B pursuant to a written instrument (the
        “Transfer
        Agreement”)
        (A)
        (i) on terms which are
        effective to transfer to the Transferee all, but not less than all, of Party
        A’s
        rights, liabilities, duties and obligations under the Agreement and all relevant
        Transactions, which terms are identical to the terms of this Agreement, 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 (ii) each Rating Agency
        has been given prior written notice of such transfer,
        or (B)
        (i) on terms that (x) have the effect of preserving for Party B the economic
        equivalent of all payment and delivery obligations (whether absolute or
        contingent and assuming the satisfaction of each applicable condition precedent)
        under this Agreement immediately before such transfer and (y) are, in all
        material respects, no less beneficial for Party B than the terms of this
        Agreement immediately before such transfer, as determined by Party B, and
        (ii)
        Moody’s has been given prior written notice of such transfer and the Rating
        Agency Condition is satisfied with respect to S&P; (f) 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);
        and
        (g) 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 Rating Agency specified in connection with such proposed act or omission,
        that each such Rating Agency provides 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 21
          of
          27

         

      

      “Rating
        Agencies”
        mean,
        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 ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset Backed
        Pass-Through Certificates (the “Certificates”) or any notes backed by any of the
        Certificates (the “Notes”).

      


      “Relevant
        Entities” mean
        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 (A) has terms which would be
        effective to transfer to a transferee all, but not less than all, of Party
        A’s
        rights, liabilities, duties and obligations under this Agreement and all
        relevant Transactions, which terms are identical to the terms of this Agreement,
        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, save for the exclusion
        of
        provisions relating to Transactions that are not Terminated Transactions,
        or (B)
        (x) 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)
        under this Agreement 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 (y) has terms which
        are, in all material respects, no less beneficial for Party B than those
        of this
        Agreement (save for the exclusion of provisions relating to Transactions
        that
        are not Terminated Transactions), as determined by Party B.

      


      “Required
        Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold. For purposes of determining whether a Required Ratings
        Downgrade Event has occurred, each Relevant Entity shall provide its credit
        ratings to Party B in writing, upon request of Party B.

       

      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor’s Rating Services, a division
        of The
        McGraw-Hill Companies, Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        of
“A-1” from S&P, 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 of “A+” from
        S&P.

      


      “S&P
        Required Ratings Downgrade Event” means
        that no Relevant Entity has credit ratings from S&P at least equal to the
        S&P Required Ratings Threshold.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, (I)
        if
        such entity is a Financial Institution, a short-term unsecured and
        unsubordinated debt rating of “A-2” from S&P, 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 of “BBB+” from S&P, or (II) if such entity is not a
        Financial Institution, a short-term unsecured and unsubordinated debt rating
        of
“A-1” from S&P, 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 of “A+” from
        S&P.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 22
          of
          27 


      

      


       

      [Remainder
        of this page intentionally left blank.]

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 23
          of
          27

         

      

      
        
          	
                  Item
                    5.

                	
                  Account
                    Details and Settlement Information:

                


        

         

      

      Payments
        to Party A:

       

      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3Attention:
        Derivatives Department

       

      Payments
        to Party B:

      


      Wells
        Fargo Bank, N.A.

      ABA
        #
        121000248

      Account
        Name: Corporate Trust Clearing

      Account
        #
        3970771416

      FFC:
        ACE
        2007-SL2 Swap Collateral Account # 53167502

      


      


      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Party
        B
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to Party A a facsimile of the fully-executed
        Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
        please
        contact Derivatives Documentation by telephone at 212-272-2711. For all other
        inquiries please contact Derivatives Documentation by telephone at
        353-1-402-6233. Originals will be provided for your execution upon your
        request.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 24
          of
          27

         

      

      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

       

      
        
          	By: 	/s/ Annie
                  Manevitz	 	 	 
	 	Name:	Annie
                  Manevitz	 	 	
                
	 	Title:	Authorized
                  Signatory	 	 	 


        

      

      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      HSBC
        BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS THE SUPPLEMENTAL
        INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST
        TRUST WITH RESPECT TO THE ACE SECURITIES CORP. HOME EQUITY LOAN TRUST,
        SERIES 2007-SL2 ASSET BACKED PASS-THROUGH CERTIFICATES 

      
         

        
          	By: 	/s/ Fernando
                  Acebedo	 	 	 
	 	Name:	Fernando
                  Acebedo	 	 	
                
	 	Title:	Vice
                  Preisdent	 	 	 


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        Reference
          Number: FXACE07SL2

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates

        August
          20, 2007

        Page 25
          of
          27

      

      


      SCHEDULE
        I

      (where
        for
        the purposes of (i) determining Floating Amounts, all such dates subject
        to
        adjustment in accordance 

      with
        the
        Following Business Day Convention and (ii) determining Fixed Amounts, all
        such
        dates subject to No Adjustment.)

      


      
        	
                From
                  and including

              	 	
                To
                  but excluding

              	 	
                Notional
                  Amount (USD)

              
	
                Effective
                  Date 

              	 	
                8/25/2007

              	 	
                0.00
                  

              
	
                8/25/2007

              	 	
                9/25/2007

              	 	
                0.00
                  

              
	
                9/25/2007

              	 	
                10/25/2007

              	 	
                0.00
                  

              
	
                10/25/2007

              	 	
                11/25/2007

              	 	
                0.00
                  

              
	
                11/25/2007

              	 	
                12/25/2007

              	 	
                0.00
                  

              
	
                12/25/2007

              	 	
                1/25/2008

              	 	
                0.00
                  

              
	
                1/25/2008

              	 	
                2/25/2008

              	 	
                111,384,708.00
                  

              
	
                2/25/2008

              	 	
                3/25/2008

              	 	
                107,507,856.00
                  

              
	
                3/25/2008

              	 	
                4/25/2008

              	 	
                103,711,123.00
                  

              
	
                4/25/2008

              	 	
                5/25/2008

              	 	
                99,997,097.00
                  

              
	
                5/25/2008

              	 	
                6/25/2008

              	 	
                96,363,983.00
                  

              
	
                6/25/2008

              	 	
                7/25/2008

              	 	
                92,810,026.00
                  

              
	
                7/25/2008

              	 	
                8/25/2008

              	 	
                89,333,511.00
                  

              
	
                8/25/2008

              	 	
                9/25/2008

              	 	
                85,932,757.00
                  

              
	
                9/25/2008

              	 	
                10/25/2008

              	 	
                82,606,121.00
                  

              
	
                10/25/2008

              	 	
                11/25/2008

              	 	
                79,351,997.00
                  

              
	
                11/25/2008

              	 	
                12/25/2008

              	 	
                76,168,810.00
                  

              
	
                12/25/2008

              	 	
                1/25/2009

              	 	
                73,055,022.00
                  

              
	
                1/25/2009

              	 	
                2/25/2009

              	 	
                70,009,128.00
                  

              
	
                2/25/2009

              	 	
                3/25/2009

              	 	
                67,029,654.00
                  

              
	
                3/25/2009

              	 	
                4/25/2009

              	 	
                64,115,160.00
                  

              
	
                4/25/2009

              	 	
                5/25/2009

              	 	
                61,264,235.00
                  

              
	
                5/25/2009

              	 	
                6/25/2009

              	 	
                58,475,500.00
                  

              
	
                6/25/2009

              	 	
                7/25/2009

              	 	
                55,747,605.00
                  

              
	
                7/25/2009

              	 	
                8/25/2009

              	 	
                53,079,230.00
                  

              
	
                8/25/2009

              	 	
                9/25/2009

              	 	
                50,469,084.00
                  

              
	
                9/25/2009

              	 	
                10/25/2009

              	 	
                47,915,902.00
                  

              
	
                10/25/2009

              	 	
                11/25/2009

              	 	
                45,418,448.00
                  

              
	
                11/25/2009

              	 	
                12/25/2009

              	 	
                42,975,511.00
                  

              
	
                12/25/2009

              	 	
                1/25/2010

              	 	
                40,585,909.00
                  

              
	
                1/25/2010

              	 	
                2/25/2010

              	 	
                38,248,484.00
                  

              
	
                2/25/2010

              	 	
                3/25/2010

              	 	
                35,962,102.00
                  

              
	
                3/25/2010

              	 	
                4/25/2010

              	 	
                33,725,655.00
                  

              
	
                4/25/2010

              	 	
                5/25/2010

              	 	
                31,538,059.00
                  

              
	
                5/25/2010

              	 	
                6/25/2010

              	 	
                29,398,253.00
                  

              
	
                6/25/2010

              	 	
                7/25/2010

              	 	
                27,305,199.00
                  

              
	
                7/25/2010

              	 	
                8/25/2010

              	 	
                25,257,881.00
                  

              
	
                8/25/2010

              	 	
                9/25/2010

              	 	
                25,257,881.00
                  

              
	
                9/25/2010

              	 	
                10/25/2010

              	 	
                25,257,881.00
                  

              
	
                10/25/2010

              	 	
                11/25/2010

              	 	
                25,257,881.00
                  

              
	
                11/25/2010

              	 	
                12/25/2010

              	 	
                25,257,881.00
                  

              
	
                12/25/2010

              	 	
                1/25/2011

              	 	
                25,257,881.00
                  

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          Reference
            Number: FXACE07SL2

          HSBC
            Bank
            USA, National Association, not individually, but solely as the Supplemental
            Interest Trust Trustee on behalf of the Supplemental Interest Trust with
            respect
            to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
            Backed
            Pass-Through Certificates

          August
            20, 2007

          Page 26
            of
            27

           

        

      

      
        	
                1/25/2011

              	 	
                2/25/2011

              	 	
                25,257,881.00
                  

              
	
                2/25/2011

              	 	
                3/25/2011

              	 	
                25,257,881.00
                  

              
	
                3/25/2011

              	 	
                4/25/2011

              	 	
                25,257,881.00
                  

              
	
                4/25/2011

              	 	
                5/25/2011

              	 	
                24,906,596.00
                  

              
	
                5/25/2011

              	 	
                6/25/2011

              	 	
                24,355,152.00
                  

              
	
                6/25/2011

              	 	
                7/25/2011

              	 	
                23,815,775.00
                  

              
	
                7/25/2011

              	 	
                8/25/2011

              	 	
                23,288,205.00
                  

              
	
                8/25/2011

              	 	
                9/25/2011

              	 	
                22,772,183.00
                  

              
	
                9/25/2011

              	 	
                10/25/2011

              	 	
                22,267,443.00
                  

              
	
                10/25/2011

              	 	
                11/25/2011

              	 	
                21,773,566.00
                  

              
	
                11/25/2011

              	 	
                12/25/2011

              	 	
                21,290,490.00
                  

              
	
                12/25/2011

              	 	
                1/25/2012

              	 	
                20,817,999.00
                  

              
	
                1/25/2012

              	 	
                2/25/2012

              	 	
                20,355,862.00
                  

              
	
                2/25/2012

              	 	
                3/25/2012

              	 	
                19,903,853.00
                  

              
	
                3/25/2012

              	 	
                4/25/2012

              	 	
                19,461,751.00
                  

              
	
                4/25/2012

              	 	
                5/25/2012

              	 	
                19,029,341.00
                  

              
	
                5/25/2012

              	 	
                6/25/2012

              	 	
                18,606,414.00
                  

              
	
                6/25/2012

              	 	
                Termination
                  Date 

              	 	
                18,192,762.00
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
Page 27 of
      27


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
        A

      
        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of August 20, 2007 between

        Bear
          Stearns Financial Products Inc. (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
          Backed
          Pass-Through Certificates (hereinafter
          referred to as “Party
          B”
          or
“Secured
          Party”)

        


        For
          the
          avoidance of doubt, and notwithstanding anything to the contrary that may
          be
          contained in the Agreement, this Credit Support Annex shall relate solely
          to the
          Transaction documented in the Confirmation dated August 20, 2007, between
          Party
          A and Party B, Reference Number FXACE07SL2.

        


         

        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), except
                    that:

                


        

         

        
          	 	
                  (I)

                	
                  the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” shall be deleted and replaced with the words “not later
                    than the close of business on each Valuation
                    Date”,

                


        

         

        
          	 	
                  (II)

                	
                  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.” shall be deleted in its entirety and replaced
                    with the following:

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Page
          2 of
          15

         

        “The
          “Delivery
          Amount”
          applicable to the Pledgor for any Valuation Date will equal the greater
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party, and
                    

                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s Credit Support Amount for such Valuation
                    Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party.”,
                    and

                


        

         

        
          	 	
                  (III)

                	
                  if,
                    on any Valuation Date, the Delivery Amount equals or exceeds
                    the Pledgor’s
                    Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                    Party
                    sufficient Eligible Credit Support to ensure that, immediately
                    following
                    such transfer, the Delivery Amount shall be zero.
                    

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b), except
                    that:

                


        

         

        
          	 	
                  (I)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                    replaced with the following:

                


        

         

        “The
          “Return
          Amount”
          applicable to the Secured Party for any Valuation Date will equal the lesser
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    Moody’s
                    Credit Support Amount for such Valuation Date.”,
                    and

                


        

         

        
          	 	
                  (II)

                	
                  in
                    no event shall the Secured Party be required to Transfer any
                    Posted Credit
                    Support under Paragraph 3(b) if, immediately following such transfer,
                    the
                    Delivery Amount would be greater than zero.


                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 3
            of 15

        

         

        
          	 	
                  (C)

                	
                  “Credit
                    Support Amount”
                    shall not apply. For purposes of calculating any Delivery Amount
                    or Return
                    Amount for any Valuation Date, reference shall be made to the
                    S&P
                    Credit Support Amount, the Moody’s Credit Support Amount for such
                    Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        
          	 	
                  (ii)

                	
                  Eligible
                    Collateral.
                    

                


        

         

        The
          items
          set forth on the schedule of Eligible Collateral attached as Schedule A
          hereto
          will qualify as “Eligible
          Collateral”
(for
          the avoidance of doubt, all Eligible Collateral to be denominated in
          USD).

         

        
          	 	
                  (iii)

                	
                  Other
                    Eligible Support. 

                


        

         

        The
          following items will qualify as “Other
          Eligible Support”
          for the
          party specified: 

         

        Not
          applicable.

         

        
          	 	
                  (iv)

                	
                  Threshold.

                


        

         

        
          	 	
                  (A)

                	
                  “Independent
                    Amount”
                    means zero with respect to Party A and Party
                    B.

                


        

         

        
          	 	
                  (B)

                	
                  “Moody’s
                    Threshold”
                    means, with respect to Party A and any Valuation Date, if a Moody’s First
                    Trigger Downgrade Event has occurred and is continuing and such
                    Moody’s
                    First Trigger Downgrade Event has been continuing (i) for at
                    least 30
                    Local Business Days or (ii) since this Annex was executed, zero;
                    otherwise, infinity.

                


        

         

        “S&P
          Threshold” means,
          with respect to Party A and any Valuation Date, if an S&P Approved Ratings
          Downgrade Event has occurred and is continuing and such S&P Approved Ratings
          Downgrade Event has been continuing (i) for at least 10 Local Business
          Days or
          (ii) since this Annex was executed, zero; otherwise, infinity.

         

          “Threshold”
          means,
          with respect to Party B and any Valuation Date, infinity.

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 4
            of 15

           

        

        
          	 	
                  (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 any 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.

                


        

         

        
          	 	
                  (ii)

                	
                  “Valuation
                    Date” means
                    each Local Business Day on which any of the S&P Threshold or the
                    Moody’s Threshold is zero.

                


        

         

        
          	 	
                  (iii)

                	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date. The Valuation Agent
                    will
                    notify each party (or the other party, if the Valuation Agent
                    is a party)
                    of its calculations not later than the Notification Time on the
                    applicable
                    Valuation Date (or in the case of Paragraph 6(d), the Local Business
                    Day
                    following the day on which such relevant calculations are
                    performed).”

                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	
                  (d)

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A and Party B: None. 

                


        

         

        
          	
                  (e)

                	
                  Substitution.

                


        

         

        
          	 	
                  (i)

                	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	 	
                  (ii)

                	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	
                  (f)

                	
                  Dispute
                    Resolution.

                


        

         

        
          	 	
                  (i)

                	
                  “Resolution
                    Time”
                    means 1:00 p.m. New York time on the Local Business Day following
                    the date
                    on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	 	
                  (ii)

                	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on
                    any date, of Eligible Collateral other than Cash will be calculated
                    as
                    follows: 

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 5
            of 15

           

        

        For
          Eligible Collateral other than Cash in the form of securities listed in
          Schedule
          A: the sum of (A) the product of (1)(x) the bid-side quotation 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 arithmetic mean of the bid-side quotations
          for
          such securities quoted at the Valuation Time by any three principal market
          makers for such securities selected by the Valuation Agent, provided that
          if
          only two bid-side quotations are obtained, then the arithmetic mean of
          such two
          bid-side quotations will be used, and if only one bid-side quotation is
          obtained, such quotation shall be used, 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.

         

        For
          Cash,
          the amount thereof multiplied, in the case of the S&P Value, by the
          applicable S&P Valuation Percentage.

         

        
          	 	
                  (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 its Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b), provided that the following conditions applicable
                    to it
                    are satisfied:

                


        

         

        
          	 	
                  (1)

                	
                  it
                    is not a Defaulting Party.

                


        

         

        
          	 	
                  (2)

                	
                  Posted
                    Collateral consisting of Cash or certificated securities that
                    cannot be
                    paid or delivered by book-entry may be held only in any state
                    of the
                    United States which has adopted the Uniform Commercial Code,
                    and
                    

                


        

         

        
          	 	
                  (3)

                	
                  in
                    the case of any Custodian for Party B, such Custodian (or, to
                    the extent
                    applicable, its parent company or credit support provider) shall
                    then have
                    credit ratings from S&P at least equal to the Custodian Required
                    Rating Threshold. If at any time the Custodian does not have
                    credit
                    ratings from S&P at least equal to the Custodian Required Rating
                    Threshold, the Trustee must within 60 days obtain a replacement
                    Custodian
                    with credit ratings from S&P at least equal to the Custodian Required
                    Rating Threshold. 

                


        

         

        Initially,
          the Custodian
          for
          Party B is: Securities Administrator

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral.
                    The provisions of Paragraph 6(c) will not apply to Party B or
                    its
                    Custodian; provided, however, that if Party A delivers Posted
                    Collateral
                    in book-entry form, then Paragraph 6(c)(ii) will apply to Party
                    B and its
                    Custodian, and Party B and its Custodian shall have the rights
                    specified
                    in Paragraph 6(c)(ii).

                


        

         

        
          	
                  (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. 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.

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 6
            of 15

           

        

        
          	 	
                  (ii)

                	
                  Amendment
                    of Paragraph 6(d)(i) - Distributions.
                    Paragraph 6(d)(i) shall be deleted in its entirety and replaced
                    with the
                    following:

                


        

         

        “Distributions.
          Subject to Paragraph 4(a), if Party B receives Distributions on a Local
          Business
          Day, it will Transfer to Party A not later than the following Local Business
          Day
          any Distributions it receives to the extent that a Delivery Amount would
          not be
          created or increased by that Transfer, as calculated by the Valuation Agent
          (and
          the date of calculation will be deemed to be a Valuation Date for this
          purpose).
” 

         

        
          	 	
                  (iii)

                	
                  Amendment
                    of Paragraph 6(d)(ii) - Interest Amount.
                    Clause (d)(ii) of Paragraph 6 shall be amended and restated to
                    read in its
                    entirety as follows:

                


        

         

        
          	 	 	 	
                  “(ii)
                    Interest
                    Amount.
                    In
                    lieu of any interest, dividends or other amounts paid with respect
                    to
                    Posted Collateral in the form of Cash (all of which may be retained
                    by the
                    Secured Party), the Secured Party will Transfer to the Pledgor
                    on the 20th
                    day of each calendar month (or if such day is not a Local Business
                    Day,
                    the next Local Business Day) the Interest Amount. Any Interest
                    Amount or
                    portion thereof actually received by Party B, but not Transferred
                    pursuant
                    to this Paragraph will constitute Posted Collateral in the form
                    of Cash
                    and will be subject to the security interest granted under Paragraph
                    2.
                    For purposes of calculating the Interest Amount the amount of
                    interest
                    calculated for each day of the interest period shall be compounded
                    monthly.” Secured Party shall not be obligated to transfer any Interest
                    Amount unless and until it has received such
                    amount.

                


        

         

        
          	
                  (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: at the address designated in writing from time to
          time.

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 7
            of 15

           

        

        
          	
                  (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:

         

        Citibank,
          N.A., New York

        ABA
          Number: 021-0000-89, for the account of Bear, Stearns Securities
          Corp.

        Account
          Number: 0925-3186, for further credit to Bear Stearns Financial Products
          Inc.

        Sub-account
          Number: 102-04654-1-3

        Attention:
          Derivatives Department

        


        Party
          B’s
          Custodian account details for holding collateral:

         

        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: Corporate Trust Clearing

        Account
          #
          3970771416

        FFC:
          ACE
          2007-SL2 Swap Collateral Account # 53167503

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, and hold,
                    record and
                    identify all Posted Collateral in such segregated
                    account.

                


        

         

        
          	 	
                  (ii)

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	 	
                  (iii)

                	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P Value, Moody’s Value”. Paragraph
                    4(d)(ii) is hereby amended by (A) deleting the words “a Value” and
                    inserting in lieu thereof “an S&P Value, Moody’s Value” and (B)
                    deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s Value”. Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”. Paragraph 5(i) (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”. Paragraph 5(i)(C) is hereby amended by deleting the word
                    “the Value, if” and inserting in lieu thereof “any one or more of the
                    S&P Value, Moody’s Value, as may be”. Paragraph 5(ii) is hereby
                    amended by (1) deleting the first instance of the words “the Value” and
                    inserting in lieu thereof “any one or more of the S&P Value, Moody’s
                    Value” and (2) deleting the second instance of the words “the Value” and
                    inserting in lieu thereof “such disputed S&P Value, Moody’s Value”.
                    Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                    by
                    deleting the word “Value” and inserting in lieu thereof “least of the
                    S&P Value, Moody’s 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.

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 8
            of 15

           

        

        
          	 	
                  (v)

                	
                  Events
                    of Default.
                    Clause (iii) of Paragraph 7 shall not apply to Party
                    B.

                


        

         

        
          	 	
                  (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 maintenance and any
                    Transfer
                    of Eligible Collateral.

                


        

         

        
          	 	
                  (vii)

                	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

        
          	 	
                  (ix)

                	
                  Additional
                    Definitions.
                    As used in this Annex:

                


        

         

        “Custodian
          Required Rating Threshold”
          means,
          with respect to an entity, 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+”.

         

        “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 in accordance with the relevant methodology
          customarily used by the Valuation Agent. 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  (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
          of the Schedule is deleted)” shall be inserted and (2) at the end of the
          definition of Exposure, the words "without assuming that the terms of such
          Replacement Transactions are materially less beneficial for Party B than
          the
          terms of this Agreement" shall be added.

         

        “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
          Credit Support Amount” means,
          for any Valuation Date:

         

        
          	 	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, an amount
                    equal to the greater of (x) zero and (y) the sum of the Secured
                    Party’s
                    Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                    all Transactions and such Valuation
                    Date;

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 9
            of 15

        

         

        
          	 	
                  (B)
                    

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                    Second Trigger Downgrade Event has occurred and is continuing
                    and at least
                    30 Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	 	
                  (C)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “Moody’s
          First Trigger Additional Amount” means,
          for any Valuation Date and any Transaction, the lesser of (x) the product
          of the
          Moody’s First Trigger DV01 Multiplier and DV01 for such Transaction and such
          Valuation Date and (y) the product of (i) the Moody’s First Trigger Notional
          Amount Multiplier, (ii) the Scale Factor, if any, for such Transaction,
          or, if
          no Scale Factor is applicable for such Transaction, one and (iii) 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.

         

        “Moody’s
          First Trigger Downgrade 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 DV01 Multiplier”
          means
          15.

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          2%. 

         

        “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 Schedule
          A.

         

        “Moody’s
          Second Trigger Additional Amount”
          means,
          for any Valuation Date and any Transaction, 

         

        
          	 	
                  (A)
                    

                	
                  if
                    such Transaction is not a Transaction-Specific Hedge, the lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of (1) the
                    Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                    if any, for such Transaction, or, if no Scale Factor is specified
                    in such
                    Transaction, one and (3) 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)
                    

                	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                    Notional Amount Multiplier, (y) the Scale Factor, if any, for
                    such
                    Transaction, or, if no Scale Factor is applicable for such Transaction,
                    one, and (z) 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.

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 10
            of 15

           

        

        “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
          Valuation Percentage”
          means,
          with respect to a Valuation Date and each item of Eligible Collateral,
          

         

        
          	 	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, the
                    corresponding percentage for such Eligible Collateral in the
                    column headed
                    “Moody’s First Trigger Valuation Percentage”, or
                    

                


        

         

        
          	 	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage. 

                


        

         

        “Moody’s
          Value”
          means,
          on any date and with respect to any Eligible Collateral the product of
          (x) the
          bid price obtained by the Valuation Agent and (y) the applicable Moody’s
          Valuation Percentage for such Eligible Collateral set forth in Schedule
          A.

         

        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the aggregate
          amount of
          any payments due to be made by Party A under Section 2(a) on such Next
          Payment
          Date less the aggregate amount of any payments due to be made by Party
          B under
          Section 2(a) on such Next Payment Date (any such payments determined based
          on
          rates prevailing the date of determination) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid. 

         

        “Replacement
          Transaction” for
          the
          purposes of this Annex, means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that would have the effect of preserving
          for the Secured Party 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, without assuming
          that the
          terms of such transaction or group of transactions are materially less
          beneficial for Party B than the terms of the Terminated Transaction or
          group of
          Terminated Transactions. 

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 11
            of 15

           

        

        “S&P
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings from S&P at least equal to the
          S&P Approved Ratings Threshold. 

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date:

         

        
          	 	
                  (A)
                    

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, an amount
                    equal to
                    the greater of (x) zero and (y) the Secured Party’s Exposure on such
                    Valuation Date;

                


        

         

        
          	 	
                  (B)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is the case
                    that an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, an amount equal
                    to the
                    greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                    Valuation Date; or

                


        

         

        
          	 	
                  (C)

                	
                  if
                    the S&P Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

         “S&P
          Valuation Percentage”
          means,
          with respect to a Valuation Date and each item of Eligible Collateral,
          

         

        
          	 	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Approved Ratings Valuation Percentage;” or


                


        

         

        
          	 	
                  (B)

                	
                  if
                    an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Required Ratings Valuation Percentage”.


                


        

         

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral, (A) in the case
          of
          Eligible Collateral other than Cash, the product of (x) the bid price obtained
          by the Valuation Agent for such Eligible Collateral and (y) the applicable
          S&P Valuation Percentage for such Eligible Collateral set forth in Schedule
          A and (B) in the case of Cash, the amount thereof multiplied by the applicable
          S&P Valuation Percentage.

         

        “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.

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page
            12
            of 15

           

        

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P Value or Moody’s Value with
          respect to any Eligible Collateral or Posted Collateral, the applicable
          S&P
          Valuation Percentage or Moody’s Valuation Percentage for such Eligible
          Collateral or Posted Collateral, respectively, in each case as set forth
          in
          Schedule A.

         

        “Value”
          shall
          mean, in respect of any date, the related S&P Value and the related Moody’s
          Value. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Page 13
          of 15

         

        [Remainder
          of this page intentionally left blank]

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 14
            of 15

           

        

        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  BEAR
                    STEARNS FINANCIAL PRODUCTS INC.

                	 	
                  HSBC
                    BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                    AS THE
                    SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                    INTEREST
                    TRUST WITH RESPECT TO THE ACE SECURITIES CORP. HOME EQUITY LOAN
                    TRUST,
                    SERIES 2007-SL2 ASSET BACKED PASS-THROUGH CERTIFICATES
                    

                   

                   

                   

                
	
                  By:
                    /s/
                    Annie Manevitz______________ 

                  Name:
                    Annie
                    Manevitz

                  Title:
                    Authorized
                    Signatory

                	 	
                  By:
                    /s/
                    Fernando Acebedo________________
                    

                  Name:
                    Fernando
                    Acebedo

                  Title:
                    Vice
                    President

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Page 15
            of 15

           

          SCHEDULE
            A

        

         

        Eligible
          Collateral

         

        The
          ISDA
          Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
          from
          the Collateral Asset Definitions (First Edition - June 2003) as published
          and
          copyrighted in 2003 by the International Swaps and Derivatives Association,
          Inc.

         

        
          	
                  ISDA
                    Collateral

                  Asset
                    Definition

                  (ICAD)
                    Code

                	
                  Remaining
                    Maturity in Years

                	
                  S&P
                    

                  Valuation

                  Approved

                  Ratings

                  Percentage

                	
                  S&P
Required

                  Ratings

                  Valuation

                  Percentage

                	
                  Moody’s

                  First
Trigger

                  Valuation

                  Percentage

                	
                  Moody’s

                  Second

                  Trigger

                  Valuation

                  Percentage

                
	
                  (A)
                    US-CASH

                	
                  N/A

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

                
	
                   
                    (B) US-TBILL

                           
                    US-TNOTE

                           
                    US-TBOND

                	 	 	 	 	 
	 	
                  1
                    or
                    less

                	
                  98.9%

                	
                  79.1%

                	
                  100%

                	
                  100%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  93.7%

                	
                  75%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  91.1%

                	
                  72.9%

                	
                  100%

                	
                  90%

                
	 	
                  More
                    than 20

                	
                  88.6%

                	
                  70.9%

                	
                  100%

                	
                  88%

                
	
                  (C)
                    US-GNMA

                      
                    US-FNMA

                        
                    US-FHLMC

                	 	 	 	 	 
	 	
                  1
                    or
                    less

                	
                  98.5%

                	
                  78.8%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.7%

                	
                  70.2%

                	
                  100%

                	
                  89%

                
	 	
                  More
                    than 20

                	
                  84.4%

                	
                  67.5%

                	
                  100%

                	
                  87%

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

    

    EXHIBIT
      J

    


    CAP
      CONTRACT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK, NEW YORK 10179

      212-272-4009

      


      


      
        	
                DATE:

              	
                August
                  20, 2007

              
	
                 

              	 
	
                TO:

              	
                HSBC
                  Bank USA, National Association not individually, but solely as
                  the
                  Trustee on behalf of the Trust with respect to the ACE
                  Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset
                  Backed
                  Pass-Through Certificates 

              
	
                ATTENTION:

              	
                CTLA
                  - Structured Finance for ACE 2007-SL2

              
	
                TELEPHONE:

              	
                212-525-1362

              
	
                FACSIMILE:

              	
                212-525-1300

              
	 	 
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857
                  

              
	 	 
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation and Agreement 

              
	
                 

              	 
	
                REFERENCE
                  NUMBER:

              	
                FXACE7SL2C

              


      

      


      


      The
        purpose of this long-form confirmation (“Long-form
        Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”) between Bear Stearns Financial
        Products Inc. (“Party A”) and HSBC Bank USA, National Association, not
        individually, but solely as the trustee (the “Trustee”) on behalf of the
        trust with respect to the  ACE
        Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset Backed
        Pass-Through Certificates (the
        “Trust”) (“Party B”) created under the Pooling and Servicing Agreement, dated as
        of July 1, 2007, among ACE Securities Corp., as the Depositor, Ocwen Loan
        Servicing, LLC, as the Servicer, GMAC Mortgage, LLC, as the Servicer, Wells
        Fargo Bank, National Association, as the Master Servicer and the Securities
        Administrator, and HSBC Bank USA, National Association, as the Trustee (the
        “Pooling and Servicing Agreement”). This Long-form Confirmation evidences a
        complete and binding agreement between you and us to enter into the Transaction
        on the terms set forth below and replaces any previous agreement between
        us with
        respect to the subject matter hereof. Item 2 of this Long-form Confirmation
        constitutes a “Confirmation”
        as
        referred to in the ISDA Master Agreement (defined below); Item 4 of this
        Long-form Confirmation constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement; and Annex A hereto constitutes
        Paragraph 13 of a Credit Support Annex to the Schedule. 

      


      
        	
                Item
                  1.

              	
                The
                  Confirmation set forth at Item 2 hereof shall supplement, form
                  a part of,
                  and be subject to an agreement in the form of the ISDA Master Agreement
                  (Multicurrency - Cross Border) as published and copyrighted in
                  1992 by the
                  International Swaps and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 4 of this Long-form
                  Confirmation, and an ISDA Credit Support Annex (Bilateral Form
                  - ISDA
                  Agreements Subject to New York Law Only version) as published and
                  copyrighted in 1994 by the International Swaps and Derivatives
                  Association, Inc., with Paragraph 13 thereof as set forth in Annex
                  A
                  hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement.
                  

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE7SL2C

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Trustee
          on behalf
          of the Trust with respect to the ACE Securities Corp. Home Equity Loan
          Trust,
          Series 2007-SL2 Asset Backed Pass-Through Certificates 

        August
          20, 2007

        Page
          2
of
          24

      

       

      
        	
                Item
                  2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      


      
        	 	
                Type
                  of Transaction:

              	
                Interest
                  Rate Cap

              
	 	 	 
	 	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period, the lesser of (i) the Scheduled
                  Amount
                  set forth for such period on Schedule I attached hereto and (ii)
                  the
                  aggregate outstanding principal balance of the Mortgage Loans at
                  the
                  beginning of the Due Period on which the related Calculation Period
                  begins
                  (determined for this purpose without regard to any adjustment of
                  the
                  Floating Rate Payer Payment Date or Distribution Date relating
                  to business
                  days). 

              
	 	 	 
	 	
                Trade
                  Date:

              	
                August
                  15, 2007

              
	 	 	 
	 	
                Effective
                  Date:

              	
                August
                  20, 2007

              
	 	 	 
	 	
                Termination
                  Date:

              	
                January
                  25, 2008, subject to adjustment in accordance with the Business
                  Day
                  Convention 

              
	 	 	 
	 	
                Fixed
                  Amounts:

              	 
	 	 	 
	 	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Payment
                  Date:

              	
                August
                  20, 2007 

              
	 	 	 
	 	
                Fixed
                  Amount:

              	
                USD
                  7,000

              
	 	 	 
	 	
                Floating
                  Amounts:

              	 
	 	 	 
	 	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 	 
	 	
                Cap
                  Rate:

              	
                7.50
                  %

              
	 	 	 
	 	
                Floating
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  August 25, 2007, and ending on the Termination Date, subject to
                  adjustment
                  in accordance with the Business Day Convention.

              
	 	 	 
	 	
                Floating
                  Rate Payer 

              	 
	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. One Business Day prior to each Floating
                  Rate
                  Payer Period End Date.

              
	 	 	 
	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 	 
	 	 	 
	 	 	 
	 	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 	 
	 	
                Floating
                  Rate Day 

              	 
	 	
                Count
                  Fraction:

              	
                Actual/360

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE7SL2C

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Trustee
          on behalf
          of the Trust with respect to the ACE Securities Corp. Home Equity Loan
          Trust,
          Series 2007-SL2 Asset Backed Pass-Through Certificates 

        August
          20, 2007

        Page
          3
of
          24 

      

       

      
        	 	 	 
	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 	 
	 	
                Compounding:

              	
                Inapplicable

              
	 	 	 
	 	
                Business
                  Days:

              	
                New
                  York

              
	 	 	 
	 	
                Business
                  Day Convention:

              	
                Following

              


      

       

      
        	Item 3.	For each Calculation Period, Party B will make
                available
                on its website https://www.ctslink.com indicating the outstanding
                principal balance of the Mortgage Loans.


        	 	 


        	
                Item
                  4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

       

      
        	(a)	“Specified Entity”
                will not apply to Party A or Party B for any
                purpose.


        	 	 


        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	 	
                (i)

              	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or 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 not constitute an Event of
                  Default
                  under Section 5(a)(i) unless
                  a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred.

              


      

      


      
        	 	
                (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); 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 Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred.

              


      

      


      
        	 	
                (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.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 4
        of
        24

       

      
        	 	
                (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 USD 100,000,000. 

      


      
        	 	
                (vii)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B; provided, however, that, for purposes of applying Section
                  5(a)(vii) to Party B: (A) Section 5(a)(vii)(2) shall not apply,
                  (B)
                  Section 5(a)(vii)(3) shall not apply to any assignment, arrangement
                  or
                  composition that is effected by or pursuant to the Pooling and
                  Servicing
                  Agreement, (C) Section 5(a)(vii)(4) shall not apply to a proceeding
                  instituted, or a petition presented, by Party A or any of its Affiliates
                  (for purposes of Section 5(a)(vii)(4), Affiliate shall have the
                  meaning
                  set forth in Section 14, notwithstanding anything to the contrary
                  in this
                  Agreement), (D) Section 5(a)(vii)(6) shall not apply to any appointment
                  that is effected by or pursuant to the Pooling and Servicing Agreement,
                  or
                  any appointment to which Party B has not yet become subject; (E)
                  Section
                  5(a)(vii) (7) shall not apply; (F) Section 5(a)(vii)(8) shall apply
                  only
                  to the extent of any event which has an effect analogous to any
                  of the
                  events specified in clauses (1), (3), (4), (5) or (6) of Section
                  5(a)(vii), in each case as modified in this Part 1(c)(vii), and
                  (G)
                  Section 5(a)(vii)(9) shall not
                  apply.

              


      

      


      
        	 	
                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)   Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      
        	 	
                (i)

              	
                The
                  “Illegality”
                  provisions of Section 5(b)(i) will apply to Party A and will apply
                  to
                  Party B.

              


      

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and 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 and the Second Method will apply, provided, however,
                  that,
                  notwithstanding anything to the contrary in this Agreement, if
                  an Early
                  Termination Date has been designated as a result of a Derivative
                  Provider
                  Trigger Event, the following provisions will
                  apply:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 5
        of
        24

      
 

      
        	 	
                (A)
                  

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                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, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) 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 (2) 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 are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation or occurrence of the relevant Early Termination Date. The day
        and
        time as of which those Firm Offers are to be provided (the “bid time”) will be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If at least one Firm Offer from an Approved Replacement (which, if
        accepted, would determine the Market Quotation) is provided at the bid time,
        the
        Market Quotation will be the Firm Offer (among such Firm Offers as specified
        in
        clause (C) below) actually accepted by Party B no later than the Business
        Day
        immediately preceding the Early Termination Date. If no Firm Offer from an
        Approved Replacement (which, if accepted, would determine the Market Quotation)
        is provided at the bid time, it will be deemed that the Market Quotation
        in
        respect of such Terminated Transaction or group of Transactions cannot be
        determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at the bid time,
                  Party B
                  shall accept the Firm Offer (among such Firm Offers) which would
                  require
                  either (x) the lowest payment by Party B to the Reference Market-maker,
                  to
                  the extent Party B would be required to make a payment to the Reference
                  Market-maker or (y) the highest payment from the Reference Market-maker
                  to
                  Party B, to the extent the Reference Market-maker would be required
                  to
                  make a payment to Party B. If only one Firm Offer from an Approved
                  Replacement (which, if accepted, would determine the Market Quotation)
                  is
                  provided at the bid time, Party B shall accept such Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

      


      
        	 	
                (E)

              	
                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 against any amount payable by
        Party B
        under the immediately preceding clause (I).”


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 6
        of
        24


      


      
        	 	
                (F)

              	
                In
                  determining whether or not a Firm Offer satisfies clause (B)(y)
                  of the
                  definition of Replacement Transaction and whether or not a proposed
                  transfer satisfies clause (e)(B)(y) of the definition of Permitted
                  Transfer, Party B shall act in a commercially reasonable
                  manner.

              


      

      


      (g)    “Termination
        Currency”
        means
        USD.

      


      
        	 	
                (h)

              	
                Additional
                  Termination Events.
                  Additional Termination Events will apply as provided in Part 5(c).
                  

              


      

      


      Part
        2.  Tax
        Matters.

      


      (a)   Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)   Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (i)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (ii)
                  

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (iii)
                  

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

      
        	 	 	 


      

      (B)   Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)    Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)   Party
        A
        makes the following representation(s):

      


      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

      
        	 	 	 


      

      (B)   Party
        B
        makes the following representation(s):

      


      None. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 7
        of
        24

      
 

      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                  this Agreement, all Taxes in relation to payments by Party A shall
                  be
                  Indemnifiable Taxes (including any Tax imposed in relation to a
                  Credit
                  Support Document or in relation to any payment thereunder) unless
                  such
                  Taxes (i) are assessed directly against Party B and not by deduction
                  or
                  withholding by Party A or (ii) arise as a result of a Change in
                  Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a)   For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

      


      
        	
                Party
                  required to deliver document

              	 	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              
	 	 	 	 	 
	
                Party
                  A

              	 	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

                 

              
	
                Party
                  B

              	 	
                (i)
                  Upon execution of this Agreement, an original properly completed
                  and
                  executed United States Internal Revenue Service Form W-9 (or any
                  successor
                  thereto) with respect to any payments received or to be received
                  by the
                  initial beneficial owner of payments to Party B that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  B
                  under this Agreement, and (ii) thereafter, the appropriate tax
                  certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                  W-8EXP
                  or W-8ECI, as applicable (or any successor form thereto)) with
                  respect to
                  any payments received or to be received by the beneficial owner
                  of
                  payments to Party B under this Agreement from time to time.
                  

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  in the
                  case of a tax certification form other than a Form W-9, before
                  December 31
                  of each third succeeding calendar year, (iv) promptly upon the
                  reasonable
                  demand by Party A, (v) prior to the expiration or obsolescence
                  of any
                  previously delivered form, and (vi) promptly upon the information
                  on any
                  such previously delivered form becoming inaccurate or
                  incorrect.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          Reference
            Number: FXACE7SL2C

          HSBC
            Bank
            USA, National Association, not individually, but solely as the Trustee
            on behalf
            of the Trust with respect to the ACE Securities Corp. Home Equity Loan
            Trust,
            Series 2007-SL2 Asset Backed Pass-Through Certificates 

          August
            20, 2007

          Page 8
            of
            24

           

        

      

      (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, each 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, each 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, each 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 containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                 

              	 	
                Upon
                  request by Party B

              	 	
                Yes

              
	
                Party
                  A

              	 	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                 

              	 	
                Upon
                  request by Party B

              	 	
                Yes

              
	
                Party
                  A 

              	 	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

                 

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                No

              
	
                Party
                  B

              	 	
                An
                  executed copy of the Pooling and Servicing Agreement

              	 	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	 	
                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:	383 Madison Avenue, New York, New York
                10179


        	 	
                Attention:

              	
                DPC
                  Manager 

              


      

      
        	 	
                Facsimile:

              	
                (212)
                  272-5823

              


      

      


      with
        a
        copy to:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 9
        of
        24


      


      
        	 	
                Address:

              	
                One
                  Metrotech Center North, Brooklyn, New York
                  11201

              


      

      
        	 	
                Attention:

              	
                Derivative
                  Operations 7th Floor

              


      

      
        	 	
                Facsimile:

              	
                (212)
                  272-1634

              


      

      


      (For
        all
        purposes)

      


      For
        purposes of Section 5 and 6 only, a copy to only Assured Guaranty Corp. (for
        so
        long as it is the Certificate Insurer) at its address as set forth
        herein:

       

      
        	 	Address:	 	Assured
                Guaranty Corp.


        	 	 	 	1325
                Avenue of the Americas


      

      
        	 	 	 	
                New
                  York, New York 10019

              


        	 	Attention:	 	Risk Management Department, (ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2007-SL2, Policy No.
                D-2007-161)


        	 	Facsimile:	 	(212) 581-3268



      
        	 	
                Phone:

              	 	
                (212)
                  974-0100

              


      

       

      Address
        for notices or communications to Party B:

      


      
        	 	
                Address:

              	 	
                HSBC
                  Bank USA, National Association

              


      

      
        	 	 	 	
                CTLA
                  - Structured Finance for ACE
                  2007-SL2

              


      

      
        	 	 	 	
                452
                  Fifth Avenue

              


      

      
        	 	 	 	
                New
                  York, NY 10018

              


      

      
        	 	
                Attention:

              	
              	
                Susie
                  Moy

              


        	 	Facsimile:	 	(212)
                525-1300


      

       

      


      With
        a
        copy to:

      


      
        	 	
                Address:

              	 	
                Wells
                  Fargo Bank, N.A.

              


      

      
        	 	 	 	
                9062
                  Old Annapolis Road

              


      

      
        	 	 	 	
                Columbia,
                  Maryland 21045

              


        	 	Attention: 	 	Client Manager ACE 2007-SL2


        	 	Facsimile:	 	(410) 715-2380


      

      
        	 	
                Phone:

              	 	
                (410)
                  884-2000

              


      

       

      (For
        all
        purposes)

      


      For
        purposes of Section 5 and 6 only, a copy to only Assured Guaranty Corp. (for
        so
        long as it is the Certificate Insurer) at its address as set forth
        herein:

      


      
        	 	
                Address:

              	 	
                Assured
                  Guaranty Corp.

              


      

      
        	 	 	 	
                1325
                  Avenue of the Americas

              


      

      
        	 	 	 	
                New
                  York, New York 10019

              


        	 	Attention: 	 	Risk Management Department, (ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2007-SL2, Policy No. D-2007-161) 


        	 	Facsimile: 	 	(212) 581-3268


      

      
        	 	
                Phone:

              	 	
                (212)
                  974-0100

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 10
        of
        24

      
 

      (b)   Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (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.

              


      

      


      (f)    Credit
        Support Document. 

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


        	 	 	 


        	 	Party B:	The Credit Support
                Annex.


      

       

      
        	
                (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 (including
                  any
                  claim or controversy arising out of or relating to this Agreement),
                  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.
                  Subparagraph (ii) of Section 2(c) will apply to each Transaction
                  hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate. Party
                  A and Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 11
        of
        24

      
 

      
        	
                Part
                  5. 

              	
                Other
                  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.

              


      

       

      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 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)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iii)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party (whether written or oral) regarding any Transaction hereunder,
                  other
                  than the representations expressly made in this Agreement or the
                  Confirmation in respect of that Transaction, (ii) it has consulted
                  with
                  its own legal, regulatory, tax, business, investment, financial
                  and
                  accounting advisors to the extent it has deemed necessary, and
                  it has made
                  its own investment, hedging and trading decisions based upon its
                  own
                  judgment and upon any advice from such advisors as it has deemed
                  necessary
                  and not upon any view expressed by the other party, (iii) it is
                  not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into this Transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of this Transaction shall not be considered investment
                  advice or a recommendation to enter into this Transaction, and
                  (iv) it has
                  not received from the other party any assurance or guaranty as
                  to the
                  expected results of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) each 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. 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Reference
          Number: FXACE7SL2C

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Trustee
          on behalf
          of the Trust with respect to the ACE Securities Corp. Home Equity Loan
          Trust,
          Series 2007-SL2 Asset Backed Pass-Through Certificates 

        August
          20, 2007

        Page
          12
of
          24

      

      
 

      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended (i) by deleting in the first
                  paragraph
                  the words “or if a Tax Event Upon Merger occurs and the Burdened Party is
                  the Affected Party,” and in the third paragraph the words “, which consent
                  will not be withheld if such other party’s policies in effect at such time
                  would permit it to enter into transactions with the transferee
                  on the
                  terms proposed”, (ii) by deleting the words “to transfer” and inserting
                  the words “to effect a Permitted Transfer” in lieu thereof, and (iii)
                  adding at the end of the third paragraph “; provided that the other
                  party’s consent shall not be required if such transfer is a Permitted
                  Transfer.”

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word “non-”, (ii) deleting “; and” from the
                  end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      
        	 	
                (i)

              	
                Failure
                  to Post Collateral. If
                  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
                  and such failure has not given rise to an Event of Default under
                  Section
                  5(a)(i) or Section 5(a)(iii), 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.
                  The occurrence of any event described in this Part 5(c)(ii) shall
                  constitute an Additional Termination Event with respect to Party
                  A and
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

      


      
        	 	
                (A)

              	
                A
                  Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and
                  at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred, and at least one Eligible
                  Replacement has made a Firm Offer that would, assuming the occurrence
                  of
                  an Early Termination Date, qualify as a Market Quotation (on the
                  basis
                  that Part 1(f)(i)(A) applies) and which remains capable of becoming
                  legally binding upon acceptance.

              


      

      


      
        	 	
                (B)

              	
                An
                  S&P Required Ratings Downgrade Event has occurred and is continuing
                  and at least 60 calendar days have elapsed since such S&P Required
                  Ratings Downgrade Event first
                  occurred.

              


      

      


      
        	 	
                (iii)

              	
                Amendment
                  of the Pooling and Servicing Agreement.
                  If, without the prior written consent of Party A, where such
                  consent is required under the Pooling and Servicing Agreement (such
                  consent not to be unreasonably withheld, conditioned or delayed),
                  an
                  amendment or modification is made to the Pooling and Servicing
                  Agreement
                  which amendment or modification could reasonably be expected to
                  have a
                  material adverse effect on the rights and interests of Party
                  A under the Credit Support Annex, an Additional Termination Event
                  shall have occurred with respect to Party B, Party B shall be the
                  sole
                  Affected Party and all Transactions hereunder shall be Affected
                  Transactions.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 13
        of
        24 

      


      
        	 	(iv)	Failure to Comply with Regulation AB
                Requirements. 
                If, upon the occurrence of a Swap Disclosure Event (as defined in
                Part
                5(e) below) Party A has not complied with any of the provisions set
                forth
                in Part 5(e)(iii) or Part 5(e)(iv) below within the time period specified
                therein, 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.


        	 	 	 


        	 	
                (v)

              	
                [Reserved.]
                  

              


      

       

      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  If
                  a Required Ratings Downgrade Event has occurred and is continuing,
                  then
                  Party A shall, at its own expense, use commercially reasonable
                  efforts to,
                  as soon as reasonably practicable, either (A) effect a Permitted
                  Transfer
                  or (B)
                  procure an Eligible Guarantee by a guarantor with credit ratings
                  at least
                  equal to the S&P Required Ratings Threshold and the Moody’s Second
                  Trigger Threshold. 

              


      

       

      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. 

              


      

      


      
        	 	
                (i)

              	
                Party
                  A agrees and acknowledges that ACE Securities Corp. (the “Depositor”) on
                  behalf of the Issuing Entity is required under Regulation AB under
                  the
                  Securities Act of 1933, as amended, and the Securities Exchange
                  Act of
                  1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose
                  certain financial information regarding Party A or its group of
                  affiliated
                  entities, if applicable, depending on the aggregate “significance
                  percentage” of this Agreement and any other derivative contracts between
                  Party A or its group of affiliated entities, if applicable, and
                  Party B,
                  as calculated from time to time in accordance with Item 1115 of
                  Regulation
                  AB. In addition, for so long as the Depositor is required to file
                  a Form
                  10-K in respect of the related transaction (which the parties hereto
                  may
                  assume shall be for the period covering the calendar year following
                  the
                  Closing Date, unless otherwise notified in writing by the
                  Depositor),
                  Party A, at its own expense, shall no later than the 25th calendar
                  day of
                  each month, notify the Depositor in writing of any known material
                  affiliations or relationships that develop following the Closing
                  Date
                  between Party A and any of the (x) the Sponsor, the Depositor or
                  the
                  Issuing Entity, if this Agreement is transferred by Party A to
                  another
                  entity and (y) any originator, servicer, trustee or bond administrator
                  or
                  other transaction party, each as identified by the Depositor to
                  Party A in
                  writing, and provide to the Depositor a description of such affiliations
                  or relations.

              


      

      


      
        	 	
                (ii)

              	
                It
                  shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                  Local Business Day after the date hereof for so long as the Issuing
                  Entity
                  is required to file periodic reports under the Exchange Act, the
                  Depositor
                  requests from Party A the certain financial information described
                  in Item
                  1115 of Regulation AB, including, but not limited to Party A’s financial
                  data as described in Item 1115(b)(1) of Regulation AB and financial
                  statements as described in Item 1115(b)(2) of Regulation AB (the
“Swap
                  Financial Disclosure”).

              


      

      


      
        	 	
                (iii)

              	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A, within ten
                  (10)
                  calendar days and at its own expense, shall (1)(a) either (i) provide
                  to
                  the Depositor the current Swap Financial Disclosure in an EDGAR-compatible
                  format (for example, such information may be provided in Microsoft
                  Word®
                  format, Microsoft Excel® format or any other format suitable for
                  conversion to the EDGAR format, but not in .pdf format) or (ii)
                  if
                  permitted by Regulation AB, provide written consent to the Depositor
                  to
                  incorporate by reference such current Swap Financial Disclosure
                  that are
                  filed with the Securities and Exchange Commission in the Exchange
                  Act
                  Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure
                  has been audited, cause its outside accounting firm to provide
                  its consent
                  to filing or incorporation by reference in the Exchange Act Reports
                  of the
                  Issuing Entity of such accounting firm’s report relating to their audits
                  of such current Swap Financial Disclosure; (2) secure another entity
                  to
                  replace Party A by way of a Permitted Transfer, either as party
                  to this
                  Agreement or by entering into a replacement derivative agreement,
                  on terms
                  substantially in the form of this Agreement, subject to prior notification
                  to the Swap Rating Agencies, which entity (or a guarantor therefor)
                  satisfies the Rating Agency Condition with respect to S&P and which
                  entity is able to comply with the requirements of Item 1115 of
                  Regulation
                  AB; (3) only if sufficient to satisfy the requirements of Item
                  1115 of
                  Regulation AB that are applicable to the Derivative Provider, as
                  evidenced
                  by an opinion of counsel at the expense of Party A and that is
                  reasonably
                  acceptable to the Depositor or as determined by the Depositor in
                  its sole
                  discretion if this Agreement is transferred by Party A to another
                  entity,
                  subject to the Rating Agency Condition with respect to S&P, obtain a
                  guaranty of Party A’s obligations under this Agreement from an affiliate
                  of Party A that is able to comply with the financial information
                  disclosure requirements of Item 1115 of Regulation AB and this
                  Agreement,
                  such that disclosure provided in respect of the affiliate will
                  satisfy any
                  disclosure requirements applicable to the Swap Provider, and cause
                  such
                  affiliate to provide Swap Financial Disclosure; or (4) only if
                  sufficient
                  to satisfy the requirements of Item 1115 of Regulation AB that
                  are
                  applicable to the Derivative Provider, as evidenced by an opinion
                  of
                  counsel at the expense of Party A and that is reasonably acceptable
                  to the
                  Depositor or as determined by the Depositor in its sole discretion
                  if this
                  Agreement is transferred by Party A to another entity, post collateral
                  in
                  an amount sufficient to reduce the “significance percentage” for purposes
                  of Item 1115 of Regulation AB with respect to any Derivative Agreement
                  relating to such Securitization, calculated separately or in the
                  aggregate
                  with other Derivative Agreements for such Securitization (a) to
                  10% if the
                  Depositor has notified the Derivative Provider that the “significance
                  percentage” is 10% or more (but less than 20%) or (b) to 20% if the
                  Depositor has notified the Derivative Provider that the “significance
                  percentage” is 20% or more. If permitted by Regulation AB, any required
                  Swap Financial Disclosure may be provided by incorporation by reference
                  from reports filed pursuant to the Exchange Act.
                  

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 14
        of
        24


      


      
        	 	
                (iv)

              	
                If
                  Party A provides Swap Financial Disclosure to the Depositor pursuant
                  to
                  Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial
                  Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then
                  for so
                  long as (x) the Depositor is required to file Exchange Act reports
                  in
                  respect of the Issuing Entity and (y) on the Distribution Date
                  immediately
                  preceding the date of any release of updated Swap Financial Disclosure
                  by
                  Party A, the Depositor has provided notice to Party A that the
                  “significance percentage” determined under Item 1115 of Regulation AB is
                  equal to or greater than 10% with respect to such Distribution
                  Date, Party
                  A, at its own expense, shall provide or cause to be provided to
                  the
                  Depositor any updated Swap Financial Disclosure with respect to
                  Party A or
                  any entity that consolidates Party A within five (5) Local Business
                  Days
                  of the release of any such updated Swap Financial
                  Disclosure.

              


      

      


      
        	 	
                (v)

              	
                Party
                  A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to the Depositor in accordance with Part 5(e)(iii)(1),
                  or Party
                  A causes its affiliate to provide Swap Financial Disclosure to
                  the
                  Depositor in accordance with Part 5(e)(iii)(3), or Party A provides
                  or
                  causes to be provided updated Swap Financial Disclosure in accordance
                  with
                  Part 5(e)(iv), Party A will indemnify and hold harmless the Depositor,
                  its
                  respective directors or officers and any person controlling the
                  Depositor,
                  from and against any and all losses, claims, damages and liabilities
                  caused by any untrue statement or alleged untrue statement of a
                  material
                  fact contained in such Swap Financial Disclosure or caused by any
                  omission
                  or alleged omission to state in such Swap Financial Disclosure
                  a material
                  fact required to be stated therein or necessary to make the statements
                  therein, in light of the circumstances under which they were made,
                  not
                  misleading.

              


      

      


      
        	 	
                (vi)

              	
                The
                  Depositor shall be an express third party beneficiary of this Agreement
                  as
                  if it were a party hereto to the extent of the Depositor’s rights
                  explicitly specified in this Part 5(e).


              


      

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)    Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Neither
        this Agreement nor any interest or obligation in or under this Agreement
        may be
        transferred (whether by way of security or otherwise) by either party 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, except
        that:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 15
        of
        24

      
 

      
        	 	
                (a)

              	
                Party
                  A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                  (as
                  amended herein) or Part 5(e), (2) pursuant to a consolidation or
                  amalgamation with, or merger with or into, or transfer of all or
                  substantially all its assets to, another entity (but without prejudice
                  to
                  any other right or remedy under this Agreement), or (3) at any
                  time at
                  which no Relevant Entity has credit ratings at least equal to the
                  Approved
                  Ratings Threshold;

              


      

       

      
        	 	
                (b)

              	
                Party
                  B may transfer its rights and obligations hereunder (1) in connection
                  with
                  a transfer pursuant to Section 9.09 of the Pooling and Servicing
                  Agreement, and

              


      

       

      
        	 	
                (c)

              	
                a
                  party may make such a transfer of all or any part of its interest
                  in any
                  amount payable to it from a Defaulting Party under Section
                  6(e).

              


      

       

      Any
        purported transfer that is not in compliance with this Section will be void.
        

       

      
        	 	
                (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)

              	
                Limited
                  Recourse; 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
                  Trust
                  Fund and the proceeds thereof, and that Party A will not have any
                  recourse
                  to any of the directors, officers, agents, employees, shareholders
                  or
                  affiliates of 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 Trust Fund
                  and the
                  proceeds thereof, should be insufficient to satisfy all claims
                  outstanding
                  and following the realization of Trust Fund and the proceeds thereof,
                  any
                  claims against or obligations of Party B under this Agreement or
                  any other
                  confirmation thereunder still outstanding shall be extinguished
                  and
                  thereafter not revive. This provision will survive the termination
                  of this
                  Agreement.

              


      

      


      
        	
                (h)

              	
                [Reserved.]
                  

              


      

      


      
        	
                (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 Rating
                  Agency has been provided prior written notice of such designation
                  or
                  transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless Assured Guaranty Corp.
                  (for so
                  long as it is the Certificate Insurer) and each of the Rating Agencies
                  has
                  been provided prior written notice of the same and the Rating Agency
                  Condition is satisfied with respect to S&P and DBRS, and Assured
                  Guaranty Corp. (for so long as it is the Certificate Insurer) has
                  provided
                  prior written consent to such amendment (such consent to not be
                  unreasonably withheld).. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 16
        of
        24


      


      
        	
                (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 Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m)   Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, the
        Supplemental Interest Trust, or the trust formed pursuant to the Pooling
        and
        Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
        or liquidation proceedings or other proceedings under any federal or state
        bankruptcy or similar law for a period of one year (or, if longer, the
        applicable preference period) and one day following payment in full of the
        Certificates and any Notes. This provision will survive the termination of
        this
        Agreement. 

      


      
        	
                (n)

              	
                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 Trustee under the Pooling
                  and
                  Servicing Agreement in the exercise of the powers and authority
                  conferred
                  and invested in it thereunder; (b) Trustee 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 Trustee
                  is made
                  and intended not as personal representations of Trustee but is
                  made and
                  intended for the purpose of binding only the 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
                  Trustee and Securities Administrator
                  as
                  agent under the Pooling and Servicing Agreement to carry out certain
                  functions on behalf of Party B, and that the Trustee and 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)

              	
                [Reserved.]

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 17
        of
        24

      
 

      
        	
                (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 or any
                  Credit
                  Support Document. 

              


      

      


      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (u)

              	
                [Reserved.]

              


      

      


      
        	
                (v)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement that it is entering
                  into the Agreement and the Transaction as principal and not as
                  agent of
                  any person. Trustee represents to Party A on the date on which
                  Trustee
                  Party B enters into this Agreement that Trustee is executing the
                  Agreement
                  not in its individual capacity, but solely as Trustee on behalf
                  of the
                  Trust.

              


      

      


      
        	
                (w)

              	
                Insurer
                  as Third Party Beneficiary. The
                  parties hereto acknowledge and agree that Assured Guaranty Corp.
                  shall be
                  an express third-party beneficiary of this Agreement and shall
                  be entitled
                  to rely on (and enforce) the representations, warranties, covenants
                  and
                  obligations as set forth herein.

              


      

      


      
        	
                (x)

              	
                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 each Transaction
                  with the
                  reference number FXACE7SL2C (each, a “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 Transaction identified by the reference number FXACE7SL2C Party
                  A
                  acknowledges and agrees that Party B’s only payment obligation under
                  Section 2(a)(i) in respect of each Cap Transaction is to pay the
                  related
                  Fixed Amount on the related Fixed Amount Payer Payment
                  Date.

              


      

       

      
        	
                (y)

              	
                [Reserved.]

              


      

      


      (z)    Additional
        Definitions. 

      


      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “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)".

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 18
        of
        24

      
 

      “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 payment
        obligations and obligations to post collateral of Party A under this Agreement
        (or, solely for purposes of the definition of Eligible Replacement, all present
        and future payment obligations and obligations to post collateral of such
        Eligible Replacement under this Agreement or its replacement, as applicable)
        which is provided by a guarantor as principal debtor rather than surety and
        which is directly enforceable by Party B, the form and substance of which
        guarantee are subject to the Rating Agency Condition with respect to S&P.


      


      “Eligible
        Replacement”
        means an
        entity (A) that lawfully could perform the obligations owing to Party B under
        this Agreement (or its replacement, as applicable) and
        (B)
        (I) (x) which has credit ratings from S&P at least equal to the S&P
        Required Ratings Threshold or (y) all
        present
        and future obligations of which entity owing to Party B under this Agreement
        (or
        its replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from S&P at least equal to the
        S&P Required Ratings Threshold, in either case if S&P is a Rating
        Agency, (II) (x) which has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold or (y) all present and future
        obligations of which entity owing to Party B under this Agreement (or its
        replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
        Agency and (III) (x) which has credit ratings from DBRS at least equal to
        the
        applicable DBRS Approved Ratings Threshold or (y) all present and future
        obligations of which entity owing to Party B under this Agreement (or its
        replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor with credit ratings from DBRS at least equal to the
        DBRS
        Approved Ratings Threshold, in either case if DBRS is a Rating Agency.


      


      “Financial
        Institution”
means
        a
        bank, broker/dealer, insurance company, structured investment company or
        derivative product company.

      


      “Firm
        Offer”
        means a
        quotation from an 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.

      


      “Moody’s”
        means
        Moody’s Investors Service,
        Inc.,
        or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Downgrade
        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”.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page 19
        of
        24


      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A, in the circumstances specified in this
        Agreement (including agreements incorporated by reference herein) as a Permitted
        Transfer, to a transferee (the “Transferee”)
        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 (in each case as certified by such entity);(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)
        the Transferee contracts with Party B pursuant to a written instrument (the
        “Transfer
        Agreement”)
        (A)
        (i) on terms which are
        effective to transfer to the Transferee all, but not less than all, of Party
        A’s
        rights, liabilities, duties and obligations under the Agreement and all relevant
        Transactions, which terms are identical to the terms of this Agreement, 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 (ii) each Rating Agency
        has been given prior written notice of such transfer,
        or (B)
        (i) on terms that (x) have the effect of preserving for Party B the economic
        equivalent of all payment and delivery obligations (whether absolute or
        contingent and assuming the satisfaction of each applicable condition precedent)
        under this Agreement immediately before such transfer and (y) are, in all
        material respects, no less beneficial for Party B than the terms of this
        Agreement immediately before such transfer, as determined by Party B, and
        (ii)
        Moody’s has been given prior written notice of such transfer and the Rating
        Agency Condition is satisfied with respect to S&P; (f) 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);
        and
        (g) 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 Rating Agency specified in connection with such proposed act or omission,
        that each such Rating Agency provides 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.

      


      “Rating
        Agencies”
        mean,
        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 ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2 Asset Backed
        Pass-Through Certificates (the “Certificates”) or any notes backed by any of the
        Certificates (the “Notes”).

      


      “Relevant
        Entities” mean
        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 (A) has terms which would be
        effective to transfer to a transferee all, but not less than all, of Party
        A’s
        rights, liabilities, duties and obligations under this Agreement and all
        relevant Transactions, which terms are identical to the terms of this Agreement,
        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, save for the exclusion
        of
        provisions relating to Transactions that are not Terminated Transactions,
        or (B)
        (x) 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)
        under this Agreement 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 (y) has terms which
        are, in all material respects, no less beneficial for Party B than those
        of this
        Agreement (save for the exclusion of provisions relating to Transactions
        that
        are not Terminated Transactions), as determined by Party B.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page
        20
of
        24

      
 

      “Required
        Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold. For purposes of determining whether a Required Ratings
        Downgrade Event has occurred, each Relevant Entity shall provide its credit
        ratings to Party B in writing, upon request of Party B.

      


      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor’s Rating Services, a division
        of The
        McGraw-Hill Companies, Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        of
“A-1” from S&P, 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 of “A+” from
        S&P.

      


      “S&P
        Required Ratings Downgrade Event” means
        that no Relevant Entity has credit ratings from S&P at least equal to the
        S&P Required Ratings Threshold.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, (I)
        if
        such entity is a Financial Institution, a short-term unsecured and
        unsubordinated debt rating of “A-2” from S&P, 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 of “BBB+” from S&P, or (II) if such entity is not a
        Financial Institution, a short-term unsecured and unsubordinated debt rating
        of
“A-1” from S&P, 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 of “A+” from
        S&P.

      


       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page
        21
of
        24

      
 

      Item
        5. Account
        Details and Settlement Information:  

       

      


      Payments
        to Party A:

      


      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

       

      Payments
        to Party B:

      


      Wells
        Fargo Bank, N.A.

      ABA
        #
        121000248

      Account
        Name: Corporate Trust Clearing

      Account
        #
        3970771416

      FFC:
        ACE
        2007-SL2 Cap Collateral Account # 53167501

      


      


      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Party
        B
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to Party A a facsimile of the fully-executed
        Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
        please
        contact Derivatives Documentation by telephone at 212-272-2711. For all other
        inquiries please contact Derivatives Documentation by telephone at
        353-1-402-6233. Originals will be provided for your execution upon your
        request.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page
        22
of
        24

      
 

      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      


      


      


      By: /s/
        Annie Manevitz_________

      Name: Annie
        Manevitz

      Title: Authorized
        Signatory   

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      HSBC
        BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS THE
        TRUSTEE ON BEHALF OF THE TRUST WITH RESPECT TO THE ACE SECURITIES
        CORP. HOME EQUITY LOAN TRUST, SERIES 2007-SL2 ASSET BACKED PASS-THROUGH
        CERTIFICATES 

       

      


      


      By: /s/
        Fernando Acebedo______
        

      Name: Fernando
        Acebedo

      Title: Vice
        President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXACE7SL2C

      HSBC
        Bank
        USA, National Association, not individually, but solely as the Trustee on
        behalf
        of the Trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
        Series 2007-SL2 Asset Backed Pass-Through Certificates 

      August
        20, 2007

      Page
        23
of
        24


      


      SCHEDULE
        I

      (where
        for
        the purposes of (i) determining Floating Amounts, all such dates subject
        to
        adjustment in accordance with the Following Business Day Convention.)

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount (USD)

              
	
                Effective
                  Date

              	
                8/25/2007

              	
                196,525,112.00
                  

              
	
                8/25/2007

              	
                9/25/2007

              	
                193,829,797.00
                  

              
	
                9/25/2007

              	
                10/25/2007

              	
                190,845,377.00
                  

              
	
                10/25/2007

              	
                11/25/2007

              	
                187,584,026.00
                  

              
	
                11/25/2007

              	
                12/25/2007

              	
                184,055,490.00
                  

              
	
                12/25/2007

              	
                Termination
                  Date

              	
                180,274,308.00
                  

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        
Page 24 of
        24


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        ANNEX
          A

        


        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of August 20, 2007 between

        Bear
          Stearns Financial Products Inc. (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not individually, but solely as the Trustee
          on behalf
          of the Trust with respect to the ACE Securities Corp. Home Equity Loan
          Trust,
          Series 2007-SL2 Asset Backed Pass-Through Certificates (hereinafter
          referred to as “Party
          B”
          or
“Secured
          Party”)

        


        For
          the
          avoidance of doubt, and notwithstanding anything to the contrary that may
          be
          contained in the Agreement, this Credit Support Annex shall relate solely
          to the
          Transaction documented in the Confirmation dated August 20, 2007, between
          Party
          A and Party B, Reference Number FXACE7SL2C.

        


        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), except
                    that:

                


        

         

        
          	 	
                  (I)

                	
                  the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” shall be deleted and replaced with the words “not later
                    than the close of business on each Valuation
                    Date”,

                


        

         

        
          	 	
                  (II)

                	
                  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.” shall be deleted in its entirety and replaced
                    with the following:

                


        

         

        “The
          “Delivery
          Amount”
          applicable to the Pledgor for any Valuation Date will equal the greater
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party, and
                    

                


        

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Page
              2 of
              13 

             

          

        

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s Credit Support Amount for such Valuation
                    Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party.”,
                    and

                


        

         

        
          	 	
                  (III)

                	
                  if,
                    on any Valuation Date, the Delivery Amount equals or exceeds
                    the Pledgor’s
                    Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                    Party
                    sufficient Eligible Credit Support to ensure that, immediately
                    following
                    such transfer, the Delivery Amount shall be zero.
                    

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b), except
                    that:

                


        

         

        
          	 	
                  (I)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                    replaced with the following:

                


        

         

        “The
          “Return
          Amount”
          applicable to the Secured Party for any Valuation Date will equal the lesser
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    Moody’s
                    Credit Support Amount for such Valuation Date.”,
                    and

                


        

         

        
          	 	
                  (II)

                	
                  in
                    no event shall the Secured Party be required to Transfer any
                    Posted Credit
                    Support under Paragraph 3(b) if, immediately following such transfer,
                    the
                    Delivery Amount would be greater than zero.


                


        

         

        
          	 	
                  (C)

                	
                  “Credit
                    Support Amount”
                    shall not apply. For purposes of calculating any Delivery Amount
                    or Return
                    Amount for any Valuation Date, reference shall be made to the
                    S&P
                    Credit Support Amount, the Moody’s Credit Support Amount for such
                    Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        
          	 	
                  (ii)

                	
                  Eligible
                    Collateral.
                    

                


        

         

        The
          items
          set forth on the schedule of Eligible Collateral attached as Schedule A
          hereto
          will qualify as “Eligible
          Collateral”
(for
          the avoidance of doubt, all Eligible Collateral to be denominated in
          USD).

         

        
          	 	
                  (iii)

                	
                  Other
                    Eligible Support. 

                


        

         

        The
          following items will qualify as “Other
          Eligible Support”
          for the
          party specified: 

         

        Not
          applicable.

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            
Page 3
            of 13


        

        
          	 	
                  (iv)

                	
                  Threshold.

                


        

         

        
          	 	
                  (A)

                	
                  “Independent
                    Amount”
                    means zero with respect to Party A and Party
                    B.

                


        

         

        
          	 	
                  (B)

                	
                  “Moody’s
                    Threshold”
                    means, with respect to Party A and any Valuation Date, if a Moody’s First
                    Trigger Downgrade Event has occurred and is continuing and such
                    Moody’s
                    First Trigger Downgrade Event has been continuing (i) for at
                    least 30
                    Local Business Days or (ii) since this Annex was executed, zero;
                    otherwise, infinity.

                


        

         

        “S&P
          Threshold” means,
          with respect to Party A and any Valuation Date, if an S&P Approved Ratings
          Downgrade Event has occurred and is continuing and such S&P Approved Ratings
          Downgrade Event has been continuing (i) for at least 10 Local Business
          Days or
          (ii) since this Annex was executed, zero; 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 any 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.

                


        

         

        
          	 	
                  (ii)

                	
                  “Valuation
                    Date” means
                    each Local Business Day on which any of the S&P Threshold or the
                    Moody’s Threshold is zero.

                


        

         

        
          	 	
                  (iii)

                	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date. The Valuation Agent
                    will
                    notify each party (or the other party, if the Valuation Agent
                    is a party)
                    of its calculations not later than the Notification Time on the
                    applicable
                    Valuation Date (or in the case of Paragraph 6(d), the Local Business
                    Day
                    following the day on which such relevant calculations are
                    performed).”

                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	
                  (d)

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A and Party B: None. 

                


        

         

        
          	
                  (e)

                	
                  Substitution.

                


        

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            
Page 4
            of 13


        

        
          	 	
                  (i)

                	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	 	
                  (ii)

                	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	
                  (f)

                	
                  Dispute
                    Resolution.

                


        

         

        
          	 	
                  (i)

                	
                  “Resolution
                    Time”
                    means 1:00 p.m. New York time on the Local Business Day following
                    the date
                    on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	 	
                  (ii)

                	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on
                    any date, of Eligible Collateral other than Cash will be calculated
                    as
                    follows: 

                


        

         

        For
          Eligible Collateral other than Cash in the form of securities listed in
          Schedule
          A: the sum of (A) the product of (1)(x) the bid-side quotation 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 arithmetic mean of the bid-side quotations
          for
          such securities quoted at the Valuation Time by any three principal market
          makers for such securities selected by the Valuation Agent, provided that
          if
          only two bid-side quotations are obtained, then the arithmetic mean of
          such two
          bid-side quotations will be used, and if only one bid-side quotation is
          obtained, such quotation shall be used, 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.

         

        For
          Cash,
          the amount thereof multiplied, in the case of the S&P Value, by the
          applicable S&P Valuation Percentage.

         

        
          	 	
                  (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 its Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b), provided that the following conditions applicable
                    to it
                    are satisfied:

                


        

         

        
          	 	
                  (1)

                	
                  it
                    is not a Defaulting Party.

                


        

         

        
          	 	
                  (2)

                	
                  Posted
                    Collateral consisting of Cash or certificated securities that
                    cannot be
                    paid or delivered by book-entry may be held only in any state
                    of the
                    United States which has adopted the Uniform Commercial Code,
                    and
                    

                


        

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            
Page 5
            of 13


        

        
          	 	
                  (3)

                	
                  in
                    the case of any Custodian for Party B, such Custodian (or, to
                    the extent
                    applicable, its parent company or credit support provider) shall
                    then have
                    credit ratings from S&P at least equal to the Custodian Required
                    Rating Threshold. If at any time the Custodian does not have
                    credit
                    ratings from S&P at least equal to the Custodian Required Rating
                    Threshold, the Trustee must within 60 days obtain a replacement
                    Custodian
                    with credit ratings from S&P at least equal to the Custodian Required
                    Rating Threshold. 

                


        

         

        Initially,
          the Custodian
          for
          Party B is: Securities Administrator

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral.
                    The provisions of Paragraph 6(c) will not apply to Party B or
                    its
                    Custodian; provided, however, that if Party A delivers Posted
                    Collateral
                    in book-entry form, then Paragraph 6(c)(ii) will apply to Party
                    B and its
                    Custodian, and Party B and its Custodian shall have the rights
                    specified
                    in Paragraph 6(c)(ii).

                


        

         

        
          	
                  (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. 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)

                	
                  Amendment
                    of Paragraph 6(d)(i) - Distributions.
                    Paragraph 6(d)(i) shall be deleted in its entirety and replaced
                    with the
                    following:

                


        

         

        “Distributions.
          Subject to Paragraph 4(a), if Party B receives Distributions on a Local
          Business
          Day, it will Transfer to Party A not later than the following Local Business
          Day
          any Distributions it receives to the extent that a Delivery Amount would
          not be
          created or increased by that Transfer, as calculated by the Valuation Agent
          (and
          the date of calculation will be deemed to be a Valuation Date for this
          purpose).
” 

         

        
          	 	
                  (iii)

                	
                  Amendment
                    of Paragraph 6(d)(ii) - Interest Amount.
                    Clause (d)(ii) of Paragraph 6 shall be amended and restated to
                    read in its
                    entirety as follows:

                


        

         

        “(ii)
          Interest
          Amount.
          In lieu
          of any interest, dividends or other amounts paid with respect to Posted
          Collateral in the form of Cash (all of which may be retained by the Secured
          Party), the Secured Party will Transfer to the Pledgor on the 20th day
          of each
          calendar month (or if such day is not a Local Business Day, the next Local
          Business Day) the Interest Amount. Any Interest Amount or portion thereof
          actually received by Party B, but not Transferred pursuant to this Paragraph
          will constitute Posted Collateral in the form of Cash and will be subject
          to the
          security interest granted under Paragraph 2. For purposes of calculating
          the
          Interest Amount the amount of interest calculated for each day of the interest
          period shall be compounded monthly.” Secured Party shall not be obligated to
          transfer any Interest Amount unless and until it has received such
          amount.

         

        
          	
                  (i)

                	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Page 6
          of 13

        
 

        
          	
                  (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: at the address designated in writing from time to
          time.

         

        
          	
                  (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:

         

        Citibank,
          N.A., New York

        ABA
          Number: 021-0000-89, for the account of Bear, Stearns Securities
          Corp.

        Account
          Number: 0925-3186, for further credit to Bear Stearns Financial Products
          Inc.

        Sub-account
          Number: 102-04654-1-3

        Attention:
          Derivatives Department

        


        Party
          B’s
          Custodian account details for holding collateral:

         

        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: Corporate Trust Clearing

        Account
          #
          3970771416

        FFC:
          ACE
          2007-SL2 Cap Collateral Account # 53167504

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, and hold,
                    record and
                    identify all Posted Collateral in such segregated
                    account.

                


        

         

        
          	 	
                  (ii)

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	 	
                  (iii)

                	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P Value, Moody’s Value”. Paragraph
                    4(d)(ii) is hereby amended by (A) deleting the words “a Value” and
                    inserting in lieu thereof “an S&P Value, Moody’s Value” and (B)
                    deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s Value”. Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”. Paragraph 5(i) (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”. Paragraph 5(i)(C) is hereby amended by deleting the word
                    “the Value, if” and inserting in lieu thereof “any one or more of the
                    S&P Value, Moody’s Value, as may be”. Paragraph 5(ii) is hereby
                    amended by (1) deleting the first instance of the words “the Value” and
                    inserting in lieu thereof “any one or more of the S&P Value, Moody’s
                    Value” and (2) deleting the second instance of the words “the Value” and
                    inserting in lieu thereof “such disputed S&P Value, Moody’s Value”.
                    Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                    by
                    deleting the word “Value” and inserting in lieu thereof “least of the
                    S&P Value, Moody’s Value”. 

                


        

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Page 7
          of 13

        
 

        
          	 	
                  (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.
                    Clause (iii) of Paragraph 7 shall not apply to Party
                    B.

                


        

         

        
          	 	
                  (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 maintenance and any
                    Transfer
                    of Eligible Collateral.

                


        

         

        
          	 	
                  (vii)

                	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

        (ix)    Additional
          Definitions.
          As used
          in this Annex:

         

        “Custodian
          Required Rating Threshold”
          means,
          with respect to an entity, 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+”.

         

        “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 in accordance with the relevant methodology
          customarily used by the Valuation Agent. 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  (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
          of the Schedule is deleted)” shall be inserted and (2) at the end of the
          definition of Exposure, the words "without assuming that the terms of such
          Replacement Transactions are materially less beneficial for Party B than
          the
          terms of this Agreement" shall be added.

         

        “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. 

         


        REFERENCE
          NUMBER: FXACE7SL2C

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Page 8
          of 13

        
 

        “Moody’s
          Credit Support Amount” means,
          for any Valuation Date:

         

        
          	 	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, an amount
                    equal to the greater of (x) zero and (y) the sum of the Secured
                    Party’s
                    Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                    all Transactions and such Valuation
                    Date;

                


        

         

        
          	 	
                  (B)
                    

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                    Second Trigger Downgrade Event has occurred and is continuing
                    and at least
                    30 Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	 	
                  (C)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “Moody’s
          First Trigger Additional Amount” means,
          for any Valuation Date and any Transaction, the lesser of (x) the product
          of the
          Moody’s First Trigger DV01 Multiplier and DV01 for such Transaction and such
          Valuation Date and (y) the product of (i) the Moody’s First Trigger Notional
          Amount Multiplier, (ii) the Scale Factor, if any, for such Transaction,
          or, if
          no Scale Factor is applicable for such Transaction, one and (iii) 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.

         

        “Moody’s
          First Trigger Downgrade 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 DV01 Multiplier”
          means
          15.

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          2%. 

         

        “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 Schedule
          A.

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            
Page 9
            of 13


        

        “Moody’s
          Second Trigger Additional Amount”
          means,
          for any Valuation Date and any Transaction, 

         

        
          	 	
                  (A)
                    

                	
                  if
                    such Transaction is not a Transaction-Specific Hedge, the lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of (1) the
                    Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                    if any, for such Transaction, or, if no Scale Factor is specified
                    in such
                    Transaction, one and (3) 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)
                    

                	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                    Notional Amount Multiplier, (y) the Scale Factor, if any, for
                    such
                    Transaction, or, if no Scale Factor is applicable for such Transaction,
                    one, and (z) 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.

                


        

         

        “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
          Valuation Percentage”
          means,
          with respect to a Valuation Date and each item of Eligible Collateral,
          

         

        
          	 	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, the
                    corresponding percentage for such Eligible Collateral in the
                    column headed
                    “Moody’s First Trigger Valuation Percentage”, or
                    

                


        

         

        
          	 	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage. 

                


        

         

        “Moody’s
          Value”
          means,
          on any date and with respect to any Eligible Collateral the product of
          (x) the
          bid price obtained by the Valuation Agent and (y) the applicable Moody’s
          Valuation Percentage for such Eligible Collateral set forth in Schedule
          A.

         


        REFERENCE
          NUMBER: FXACE7SL2C

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Page 10
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        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the aggregate
          amount of
          any payments due to be made by Party A under Section 2(a) on such Next
          Payment
          Date less the aggregate amount of any payments due to be made by Party
          B under
          Section 2(a) on such Next Payment Date (any such payments determined based
          on
          rates prevailing the date of determination) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid. 

         

        “Replacement
          Transaction” for
          the
          purposes of this Annex, means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that would have the effect of preserving
          for the Secured Party 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, without assuming
          that the
          terms of such transaction or group of transactions are materially less
          beneficial for Party B than the terms of the Terminated Transaction or
          group of
          Terminated Transactions. 

         

        “S&P
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings from S&P at least equal to the
          S&P Approved Ratings Threshold. 

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date:

         

        
          	 	
                  (A)
                    

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, an amount
                    equal to
                    the greater of (x) zero and (y) the Secured Party’s Exposure on such
                    Valuation Date;

                


        

         

        
          	 	
                  (B)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is the case
                    that an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, an amount equal
                    to the
                    greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                    Valuation Date; or

                


        

         

        
          	 	
                  (C)

                	
                  if
                    the S&P Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

         “S&P
          Valuation Percentage”
          means,
          with respect to a Valuation Date and each item of Eligible Collateral,
          

         

        
          	 	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Approved Ratings Valuation Percentage;” or


                


        

         

        
          	 	
                  (B)

                	
                  if
                    an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Required Ratings Valuation Percentage”.


                


        

         


        REFERENCE
          NUMBER: FXACE7SL2C

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Page 11
          of 13

        
 

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral, (A) in the case
          of
          Eligible Collateral other than Cash, the product of (x) the bid price obtained
          by the Valuation Agent for such Eligible Collateral and (y) the applicable
          S&P Valuation Percentage for such Eligible Collateral set forth in Schedule
          A and (B) in the case of Cash, the amount thereof multiplied by the applicable
          S&P Valuation Percentage.

         

        “Transaction
          Exposure”
          means,
          for any Transaction, Exposure determined as if such Transaction were the
          only
          Transaction between the Secured Party and the Pledgor.

         

        “Transaction-Specific
          Hedge” means
          any
          Transaction that is (i) an interest rate swap in respect of which (x) the
          notional amount of the interest rate swap is “balance guaranteed” or (y) the
          notional amount of the interest rate swap for any Calculation Period (as
          defined
          in the related Confirmation) otherwise is not a specific dollar amount
          that is
          fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
          an
          interest rate floor or (iv) an interest rate swaption.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P Value or Moody’s Value with
          respect to any Eligible Collateral or Posted Collateral, the applicable
          S&P
          Valuation Percentage or Moody’s Valuation Percentage for such Eligible
          Collateral or Posted Collateral, respectively, in each case as set forth
          in
          Schedule A.

         

        “Value”
          shall
          mean, in respect of any date, the related S&P Value and the related Moody’s
          Value. 

         

        [Remainder
          of this page intentionally left blank]

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            
Page
            12 of
            13


        

        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  BEAR
                    STEARNS FINANCIAL PRODUCTS INC.

                	
                  HSBC
                    BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                    AS THE
                    TRUSTEE ON BEHALF OF THE TRUST WITH RESPECT TO THE ACE SECURITIES
                    CORP.
                    HOME EQUITY LOAN TRUST, SERIES 2007-SL2 ASSET BACKED PASS-THROUGH
                    CERTIFICATES

                   

                   

                   

                
	
                  By:/s/
                    Annie Manevitz 

                  Name:
                    Annie Manevitz  

                  Title: Authorized
                    Signatory

                	
                  By: /s/
                    Fernando Acebedo 

                  Name: Fernando
                    Acebedo

                  Title: Vice
                    President

                


        

        


         

        

          REFERENCE
            NUMBER: FXACE7SL2C

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Page 13
          of 13

        
 

        SCHEDULE
          A

         

        Eligible
          Collateral

         

        The
          ISDA Collateral Asset Definition (ICAD) Codes
          used in this Schedule A are taken from the Collateral Asset Definitions
          (First
          Edition - June 2003) as published and copyrighted in 2003 by the International
          Swaps and Derivatives Association, Inc.

         

        
          	
                   

                   

                   

                  ISDA
                    Collateral

                  Asset
                    Definition

                  (ICAD)
                    Code

                	
                  Remaining
                    Maturity in Years

                	
                  S&P
                    

                  Valuation
                    Approved

                  Ratings

                  Percentage

                	
                  S&P

                  Required

                  Ratings

                  Valuation

                  Percentage

                	
                  Moody’s

                  First

                  Trigger

                  Valuation

                  Percentage

                	
                  Moody’s

                  Second

                  Trigger

                  Valuation

                  Percentage

                
	
                  (A)
                    US-CASH

                	
                  N/A

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

                
	
                  (B)
                    US-TBILL

                       
                    US-TNOTE

                       
                    US-TBOND

                	 	 	 	 	 
	 	
                  1
                    or
                    less

                	
                  98.9%

                	
                  79.1%

                	
                  100%

                	
                  100%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  93.7%

                	
                  75%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  91.1%

                	
                  72.9%

                	
                  100%

                	
                  90%

                
	 	
                  More
                    than 20

                	
                  88.6%

                	
                  70.9%

                	
                  100%

                	
                  88%

                
	
                  (C)
                    US-GNMA

                       
                    US-FNMA

                       
                    US-FHLMC

                	 	 	 	 	 
	 	
                  1
                    or
                    less

                	
                  98.5%

                	
                  78.8%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98%

                	
                  78.4%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.7%

                	
                  70.2%

                	
                  100%

                	
                  89%

                
	 	
                  More
                    than 20

                	
                  84.4%

                	
                  67.5%

                	
                  100%

                	
                  87%

                


        

         

        

          REFERENCE
            NUMBER: FXACE7SL2C

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          EXHIBIT
            K

        

      

    

    


    INSURANCE
      POLICY

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      		
              Assured
                Guaranty Corp.    

              1325
                Avenue of the Americas

              New
                York, NY 10019

              t.
                212.974.0100

               www.assuredguaranty.com

            


    


    Financial
      Guaranty Insurance Policy

     

    
      	
              Insured
                Obligations:
                $127,741,000 in aggregate principal amount of ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2007-SL2, Asset-Backed Pass-Through
                Certificates, Class A Certificates

            	
              Policy
                No.:
                D-2007-161

            
	
              Effective
                Date:
                August 20, 2007

            


    

     

    Assured
      Guaranty Corp., a Maryland-domiciled insurance company (“Assured Guaranty”), in
      consideration of the payment of the premium and on the terms and subject to
      the
      conditions of this Policy (which includes each endorsement hereto), hereby
      unconditionally and irrevocably agrees to pay to the Trustee, for the benefit
      of
      the Holders of the Insured Obligations, that portion of the Insured Amounts
      which shall become Due for Payment during the Term of the Policy but shall
      be
      unpaid by reason of Nonpayment. Capitalized terms used and not defined herein
      shall have the meanings ascribed thereto in the endorsement attached
      hereto.

     

    Assured
      Guaranty will make payment of any amount required to be paid under this Policy
      following receipt of notice as described in the endorsement attached hereto.
      Such payments of principal and interest shall be made only upon presentation
      of
      an instrument of assignment in form and substance satisfactory to Assured
      Guaranty, transferring to Assured Guaranty all rights under such Insured
      Obligations to receive the principal of and interest on the Insured Obligations,
      to the extent of such payments of principal and interest. Payment by Assured
      Guaranty to the Trustee for the benefit of the Holders shall discharge the
      obligations of Assured Guaranty under this Policy to the extent of such
      payment.

     

    In
      the
      event that the Trustee for the Insured Obligations has notice that any payment
      of principal of or interest in an Insured Obligation which has become Due for
      Payment and which has been made to a Holder by or on behalf of the Trustee
      has
      been deemed a preferential transfer and has been recovered from such Holder
      pursuant to the United States Bankruptcy Code in accordance with a final,
      nonappealable order of a court of competent jurisdiction, such Holder will
      be
      entitled to payment from Assured Guaranty to the extent of such recovery if
      sufficient funds are not otherwise available (in accordance with the endorsement
      attached hereto).

     

    This
      Policy is non-cancelable for any reason. The premium on this Policy is not
      refundable for any reason. This Policy does not insure against loss of any
      prepayment premium or other acceleration payment which at any time may become
      due in respect of any Insured Obligation, other than at the sole option of
      Assured Guaranty, nor against any risk other than Nonpayment, including the
      failure of the Trustee to remit amounts received to the Holders of Insured
      Obligations and any shortfalls attributable to withholding or other taxes,
      including interest and penalties in respect of such liability.

     

    To
      the
      fullest extent permitted by applicable law, Assured Guaranty hereby waives,
      in
      each case for the benefit of the Holders only, all rights and defenses of any
      kind (including, without limitation, the defense of fraud in the inducement
      or
      in fact or any other circumstance that would have the effect of discharging
      a
      surety, guarantor or any other Person in law or in equity) that may be available
      to Assured Guaranty to deny or avoid payment of its obligations under this
      Policy in accordance with the express provisions hereof. Nothing in this
      paragraph will be construed (i) to waive, limit or otherwise impair, and Assured
      Guaranty expressly reserves, Assured Guaranty’s rights and remedies, including,
      without limitation: its right to assert any claim or to pursue recoveries (based
      on contractual rights, securities law violations, fraud or other causes of
      action) against any Person or entity, in each case, whether directly or acquired
      as a subrogee, assignee or otherwise, subsequent to making any payment to the
      Beneficiary in accordance with the express provisions hereof, and/or (ii) to
      require payment by Assured Guaranty of any amounts that have been previously
      paid or that are not otherwise due in accordance with the express provisions
      of
      this Policy. Assured Guaranty does not waive its rights to seek payment of
      all
      amounts to which it is entitled pursuant to the Operative
      Documents.

     

    This
      Policy (which includes each endorsement hereto) sets forth in full the
      undertaking of Assured Guaranty with respect to the subject matter hereof,
      and
      may not be modified, altered or affected by any other agreement or instrument,
      including, without limitation, any modification thereto or amendment
      thereof.

     

    This
      Policy shall be governed by, and shall be construed in accordance with, the
      laws
      of the State of New York.

     

    THIS
      POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED
      IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

     

    IN
      WITNESS WHEREOF,
      Assured
      Guaranty has caused this Policy to be affixed with its corporate seal, to be
      signed by its duly authorized officer and to become effective and binding upon
      Assured Guaranty by virtue of such signature.

     

    ASSURED
      GUARANTY CORP.

    [SEAL]

    By:
      /s/
      Stephen
      Donnarumma                                   


    Name:
      Stephen
      Donnarumma                                    


    Title:
      Managing Director and Chief Credit Officer

     

    Signature
      attested to by:

     

    /s/
      Margaret
      Lam                                        


    Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        		
                Assured
                  Guaranty Corp.    

                1325
                  Avenue of the Americas

                New
                  York, NY 10019

                t.
                  212.974.0100

                 www.assuredguaranty.com

              


      

    


    Endorsement
      No. 1 to Financial Guaranty Insurance Policy

     

    
      	
              Attached
                to and forming a part of

              Financial
                Guaranty Insurance Policy No.: D-2007-161

              Issued
                To: HSBC Bank USA, National Association, as
                Trustee

            	
              Effective
                Date: August 20, 2007

            


    

    


    This
      endorsement forms a part of the Policy referenced above. To the extent the
      provisions of this endorsement conflict with the provisions of the
      above-referenced Policy, the provisions of this endorsement shall
      govern.

     

     

    SECTION
      1. Definitions

     

    (i) All
      references to the “Trustee” in the first four paragraphs of the Policy shall
      mean, and refer to, the "Securities Administrator on behalf of the
      Trustee."

     

    (ii) For
      purposes of the Policy, the following terms shall have the following
      meanings:

     

    “Beneficiary”
means
      the Trustee, on behalf of, and for the benefit of, the Holders of the Insured
      Obligations.

     

    “Business
      Day”
means
      any day other than (i) a Saturday or Sunday, (ii) any other day on which the
      New
      York Stock Exchange or the Federal Reserve is closed or on which banking
      institutions in the City of New York, State of Maryland or the city in which
      the
      Corporate Trust Office of the Trustee or the Securities Administrator is located
      are authorized or required by law, executive order or governmental decree to
      be
      closed, or (iii) a day on which the Insurer is closed.

     

    “Custodians”
means
      Wells Fargo Bank, National Association and Deutsche Bank National Trust Company,
      and their successors and permitted assigns.

     

    “Deficiency
      Amount”
means,
      with respect to the Insured Obligations, an amount equal to the sum of:


     

    (1) with
      respect to any Distribution Date, any shortfall in the Available Distribution
      Amount, any Net Swap Payment payable to the Securities Administrator on behalf
      of the Supplemental Interest Trust and any other amounts available for the
      payment of accrued and unpaid interest on the Insured Obligations on such
      Distribution Date (subject to the limitations set forth in this Policy);


     

    (2)
       (a)
       
      on the
      Final Distribution Date, the amount needed to pay the outstanding principal
      balance of the Insured Obligations (after giving effect to the payment of all
      amounts available to be paid on the Insured Obligations on that Distribution
      Date from all sources other than this Policy); and

     

    (b)
      for
      any Distribution Date other than the Final Distribution Date, any Allocated
      Realized Loss Amounts allocable to the Insured Obligations; 

     

    provided,
      however, that “Deficiency Amount” shall not include any amounts available to be
      paid to the Holders of the Insured Obligations which are not paid to the Holders
      of the Insured Obligations solely as a result of failure by the Trustee or
      the
      Securities Administrator to pay such amount when due and payable, including,
      without limitation, any such additional amounts as may be attributable to
      penalties or default interest rates, amounts in respect of indemnification,
      or
      any other additional amounts payable by reason of such a default. In addition,
      “Deficiency Amount” does not include Net WAC Rate Carryover Amounts, nor does it
      include shortfalls resulting from application of the Servicemembers Civil Relief
      Act, Prepayment Interest Shortfalls or any shortfall attributable to any taxes,
      withholding or other charges imposed by any governmental authority (including
      interest and penalties in respect of such liabilities). 

     

    “Depositor”
means
      ACE Securities Corp., and its successors and permitted assigns.

     

    “Due
      for Payment”
means
      (i) with respect to current interest and principal shortfalls pursuant to
      clauses (1) and (2)(b) of the definition of “Deficiency Amount”, the
      Distribution Date on which such amounts are due and payable pursuant to the
      terms of the Pooling and Servicing Agreement (without giving effect to any
      acceleration thereof), (ii) with respect to the unpaid principal balance of
      the
      Insured Obligations as of the Final Distribution Date, the Final Distribution
      Date, and (iii) with respect to a Preference Amount, the Business Day on which
      the documentation set forth in the fourth paragraph of Section 2 has been
      Received by the Insurer.

     

    “Final
      Distribution Date”
means
      the Distribution Date occurring in May 2037.

     

    “Fiscal
      Agent”
shall
      have the meaning assigned thereto in Section 4.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          		
                  Assured
                    Guaranty Corp.    

                  1325
                    Avenue of the Americas

                  New
                    York, NY 10019

                  t.
                    212.974.0100

                   www.assuredguaranty.com

                


        

      



    “Holder”
means
      the registered owner of any Insured Obligation, but shall not include the
      Sponsor, the Master Servicer, any sub-servicers, the Depositor, the Issuing
      Entity, the Custodians, the Servicers, the Trustee, the Securities Administrator
      or any of their Affiliates.

     

    “Insolvency
      Proceeding”
means,
      with respect to any Person, the commencement after the date hereof of any
      bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
      assets and liabilities or similar proceedings by or against such Person, or
      the
      commencement after the date hereof of any proceedings by or against such Person
      for the winding up or the liquidation of its affairs, or the consent after
      the
      date hereof to the appointment of a trustee, conservator, administrator,
      receiver or liquidator in any bankruptcy, insolvency, readjustment of debt,
      reorganization, marshalling of assets and liabilities or similar proceedings
      relating to such Person under Federal or state law or the applicable law of
      any
      other jurisdiction.

     

    “Insurance
      Agreement”
means
      the Insurance and Indemnity Agreement, dated as of August 20, 2007, among the
      Insurer, the Depositor, the Sponsor, the Securities Administrator, the Master
      Servicer, and the Trustee, as such agreement may be amended, modified or
      supplemented from time to time pursuant to the terms thereof.

     

    “Insured
      Amount”
means,
      (i) with respect to any Distribution Date and the Insured Obligations, the
      Deficiency Amount for such Distribution Date and (ii) with respect to any other
      date, any Preference Amounts.

     

    “Insured
      Obligations”
means
      the ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2, Asset-Backed
      Pass-Through Certificates, Class A Certificates in the aggregate principal
      balance of $127,741,000 issued under the Pooling and Servicing
      Agreement.

     

    “Insurer”
means
      Assured Guaranty Corp., a Maryland-domiciled insurance company, and any
      successor thereto, as issuer of the Policy.

     

    “Issuing
      Entity”
means
      ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2.

     

    “Master
      Servicer”
means
      Wells Fargo Bank, National Association, and its successors and permitted
      assigns.

     

    “Maximum
      Insured Amount”
shall
      mean with respect to the Insured Obligations, $127,741,000 in respect of
      principal, plus interest thereon calculated at the applicable Pass-Through
      Rate
      therefor.

     

    “Mortgage
      Loan Purchase Agreement”
means
      the Mortgage Loan Purchase Agreement, dated as of August 20, 2007, between
      DB
      Structured Products, Inc., as the seller and ACE Securities Corp., as the buyer,
      without regard to any amendment or supplement thereto unless such amendment
      or
      supplement has been approved in writing by the Insurer.

     

    “Nonpayment”
means,
      with respect to any Distribution Date, an Insured Amount is Due for Payment
      but
      the funds, if any, remitted to the Securities Administrator on behalf of the
      Beneficiary pursuant to the Pooling and Servicing Agreement are insufficient
      for
      payment in full of such Insured Amount.

     

    “Notice
      of Claim”
means
      a
      notice of Nonpayment and demand for payment of an Insured Amount in the form
      of
      Exhibit A hereto.

     

    “Operative
      Documents”
means
      the Insurance Agreement, the Insured Obligations, the Mortgage Loan Purchase
      Agreement, and the Pooling and Servicing Agreement.

     

    “Order”
means
      a
      final nonappealable order of a court or other body exercising jurisdiction
      in an
      Insolvency Proceeding by or against the Issuing Entity, to the effect that
      the
      Beneficiary or a Holder of the Insured Obligations is required to return or
      repay all or any portion of a Preference Amount.

     

    “Person”
means
      any legal person, including 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.

     

    “Policy”
means
      Financial Guaranty Insurance Policy No. D-2007-161, together with each and
      every
      endorsement thereto.

     

    “Pooling
      and Servicing Agreement”
means
      the Pooling and Servicing Agreement, dated as of July 1, 2007, among the
      Depositor, the Servicers, the Master Servicer, the Securities Administrator
      and
      the Trustee, without regard to any amendment or supplement thereto unless such
      amendment or supplement has been approved in writing by the
      Insurer.

     

    “Preference
      Amount”
means
      any payment of principal or interest previously distributed by or on behalf
      of
      the Issuing Entity to the Beneficiary or a Holder of the Insured Obligations,
      which would have been covered under the Policy as a Deficiency Amount if there
      had been a shortfall in funds available to make such payment on the required
      Distribution Date for such payment, which has been deemed a preferential
      transfer and has been recovered from the Beneficiary or such Holder pursuant
      to
      the United States Bankruptcy Code in accordance with an Order.

     

    “Receipt”
and
      “Received”
means
      actual delivery to the Insurer prior to 12:00 noon, New York City time, on
      a
      Business Day; provided,
      however,
      that
      delivery either on a day that is not a Business Day, or after 12:00 noon, New
      York City time, on a Business Day, shall be deemed to be “Received”
on
      the
      next succeeding Business Day. For purposes of this definition, “actual delivery”
to the Insurer means (i) the delivery of the original Notice of Claim, notice
      or
      other applicable documentation to the Insurer at its address set forth in
      Section 7, or (ii) facsimile transmission of the original Notice of Claim,
      notice or other applicable documentation to the Insurer at its facsimile number
      set forth in Section 7. If presentation is made by facsimile transmission,
      the
      Securities Administrator on behalf of the Beneficiary, (i) promptly shall
      confirm transmission by telephone to the Insurer at its telephone number set
      forth in Section 7, and (ii) as soon as is reasonably practicable, shall deliver
      the original Notice of Claim, notice or other applicable documentation to the
      Insurer at its address set forth in Section 7. If any Notice of Claim, notice
      or
      other documentation actually delivered (or attempted to be delivered) under
      the
      Policy by the Securities Administrator on behalf of the Beneficiary, is not
      in
      proper form or is not properly completed, executed or delivered, or otherwise
      is
      insufficient for the purpose of making a claim hereunder, “Receipt”
by
      the
      Insurer shall be deemed not to have occurred, and the Insurer promptly shall
      so
      advise the Securities Administrator on behalf of the Beneficiary. In such case,
      the Securities Administrator on behalf of the Beneficiary may submit an amended
      Notice of Claim, notice or other documentation, as the case may be, to the
      Insurer.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          		
                  Assured
                    Guaranty Corp.    

                  1325
                    Avenue of the Americas

                  New
                    York, NY 10019

                  t.
                    212.974.0100

                   www.assuredguaranty.com

                


        

      



    “Securities
      Administrator”
means
      Wells Fargo Bank, National Association, and its successors and permitted
      assigns.

     

    “Servicers”
means
      Ocwen Loan Servicing, LLC and GMAC Mortgage, LLC, and their successors and
      permitted assigns.

     

    “Sponsor”
means
      DB Structured Products, Inc., and its successors and permitted
      assigns.

     

    “Term
      of the Policy”
means
      the period from and including the Effective Date to and including the date
      that
      is one year and one day following the earlier to occur of (i) the date on which
      all amounts required to be paid on the Insured Obligations have been paid in
      full and (ii) the Final Distribution Date; provided,
      however,
      that in
      the event that any amount with respect to any Deficiency Amount paid to the
      Securities Administrator on behalf of the Beneficiary pursuant to the Pooling
      and Servicing Agreement during the Term of the Policy becomes a Preference
      Amount, the Insurer’s obligations with respect thereto shall remain in effect or
      shall be reinstated, as applicable, until payment in full by the Insurer
      pursuant to the terms hereof.

     

    “Trustee”
means
      HSBC Bank USA, National Association, not in its individual capacity but solely
      as Trustee under the Pooling and Servicing Agreement and any successor thereto
      under the Pooling and Servicing Agreement.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meaning assigned
      to
      them in the Pooling and Servicing Agreement as of the date of execution of
      the
      Policy, without giving effect to any subsequent amendment to or modification
      of
      the Pooling and Servicing Agreement unless such amendment or modification has
      been approved in writing by the Insurer.

     

     

    SECTION
      2. Claims

     

    The
      Securities Administrator on behalf of the Beneficiary may make a claim under
      this Policy for the amount of any Deficiency Amount by executing and delivering,
      or causing to be executed and delivered, to the Insurer a Notice of Claim,
      with
      appropriate insertions. Such Notice of Claim, when so completed and delivered,
      shall constitute proof of a claim hereunder when Received by the
      Insurer.

     

    In
      the
      event that any amount shall be received by the Securities Administrator on
      behalf of the Beneficiary or by the Beneficiary in respect of a Deficiency
      Amount forming the basis of a claim specified in a Notice of Claim submitted
      hereunder, which amount had not been received when the Notice of Claim was
      prepared but which is received by the Securities Administrator on behalf of
      the
      Beneficiary or by the Beneficiary prior to the receipt of payment from the
      Insurer as contemplated by this Policy (any such amount, a “Recovery”),
      the
      Securities Administrator on behalf of the Beneficiary immediately shall so
      notify the Insurer (which notice shall include the amount of any such Recovery).
      The fact that a Recovery has been received by the Securities Administrator
      on
      behalf of the Beneficiary or by the Beneficiary shall be deemed to be
      incorporated in the applicable Notice of Claim as of the date such Notice of
      Claim originally was prepared, without necessity of any action on the part
      of
      any Person, and the Insurer shall pay the amount of the claim specified in
      the
      Notice of Claim as herein provided, net of the Recovery.

     

    The
      Insurer will pay each Insured Amount that constitutes a Deficiency Amount to
      the
      Securities Administrator on behalf of the Beneficiary on the later of (i) the
      Distribution Date on which such Deficiency Amount becomes Due for Payment or
      (ii) the second Business Day following Receipt by the Insurer on a Business
      Day
      of a Notice of Claim as specified in the second preceding
      paragraph.

     

    The
      Insurer will pay each Insured Amount that constitutes a Preference Amount on
      the
      later of (i) the date on which such Preference Amount is due to be paid pursuant
      to an applicable Order, or (ii) the fourth Business Day following Receipt by
      the
      Insurer from the Securities Administrator on behalf of the Beneficiary, of
      (a) a
      certified copy of such Order, (b) an opinion of counsel satisfactory to the
      Insurer that such Order is final and not subject to appeal, (c) an assignment,
      in form and substance satisfactory to the Insurer, duly executed and delivered
      by the Beneficiary, irrevocably assigning to the Insurer all rights and claims
      of the Beneficiary against the estate of the Issuing Entity or otherwise, which
      rights and claims relate to or arise under or with respect to the subject
      Preference Amount, and (d) a Notice of Claim appropriately completed and
      executed by the Securities Administrator on behalf of the Beneficiary. Such
      payment shall be disbursed to the receiver, conservator, administrator,
      debtor-in-possession or trustee in bankruptcy named in the Order, and not to
      the
      Beneficiary or the Securities Administrator on behalf of the Beneficiary
      directly, unless the Securities Administrator on behalf of the Beneficiary
      has
      previously paid the Preference Amount over to such court, receiver, conservator,
      administrator, debtor-in-possession, or trustee in bankruptcy, in which case
      the
      Insurer will pay the Securities Administrator on behalf of the Beneficiary
      subject to the delivery of (1) the items referred to in clauses (a), (b), (c)
      and (d) above to the Insurer, and (2) evidence satisfactory to the Insurer
      that
      payment has been made to such court or receiver, conservator, administrator,
      debtor-in-possession or trustee in bankruptcy named in the related
      Order.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          		
                  Assured
                    Guaranty Corp.    

                  1325
                    Avenue of the Americas

                  New
                    York, NY 10019

                  t.
                    212.974.0100

                   www.assuredguaranty.com

                


        

      



    Notwithstanding
      the foregoing paragraph, in no event shall the Insurer be obligated to make
      any
      payment in respect of a Preference Amount prior to the date the Insured Amount
      related to such Preference Amount is Due for Payment. In the event that the
      payment of any amount in respect of any Insured Amount is accelerated or must
      otherwise be paid by the Issuing Entity in advance of the scheduled Distribution
      Date therefor, nothing in this Policy shall be deemed to require the Insurer
      to
      make any payment hereunder in respect of any such Insured Amount prior to the
      date such Insured Amount otherwise would have been Due for Payment without
      giving effect to such acceleration, unless the Insurer in its sole discretion
      elects to make any prior payment, in whole or in part, with respect to any
      such
      Insured Amount.

     

    No
      claim
      may be made hereunder except by the Securities Administrator on behalf of the
      Beneficiary.

     

     

    SECTION
      3. Payments

     

    Payments
      due hereunder in respect of Insured Amounts shall be disbursed to the Securities
      Administrator on behalf of the Beneficiary (or in the case of a Preference
      Amount, to the court, receiver, conservator, administrator, debtor-in-possession
      or trustee in bankruptcy named in the Order as set forth in Section 2 above
      or,
      if the Securities Administrator on behalf of the Beneficiary has previously
      paid
      the Preference Amount over to such parties, to the Securities Administrator
      on
      behalf of the Beneficiary) by wire transfer of immediately available
      funds to
      an
      account of the Securities Administrator on behalf of the Beneficiary specified
      in the applicable Notice of Claim.

     

    The
      Insurer’s obligations hereunder in respect of Insured Amounts shall be
      discharged to the extent that funds are transferred to the Securities
      Administrator on behalf of the Beneficiary (or in the case of a Preference
      Amount, to the court, receiver, conservator, administrator, debtor-in-possession
      or trustee in bankruptcy named in the Order as set forth in Section 2 above
      or,
      if the Securities Administrator on behalf of the Beneficiary has previously
      paid
      the Preference Amount over to such parties, to the Securities Administrator
      on
      behalf of the Beneficiary) as provided in the Notice of Claim, whether or not
      such funds are properly applied by the Securities Administrator on behalf of
      the
      Beneficiary or such other party.

     

    In
      the
      event the Insurer is required under law to deduct or withhold any tax or similar
      charge from or in respect of any amount payable under or in respect of this
      Policy, the Insurer will make all such deductions and withholdings and pay
      the
      full amount deducted or withheld to the relevant taxation authority in
      accordance with law, but the Insurer will not “gross-up” or otherwise pay
      additional amounts in respect of such taxes, and the Insurer’s payments to the
      Securities Administrator on behalf of the Beneficiary or the court, receiver,
      conservator, administrator, debtor-in-possession or trustee in bankruptcy named
      in the Order relating to a Preference Amount, as the case may be, will be
      amounts that are net of such deductions or withholdings.

     

    Notwithstanding
      anything to the contrary contained herein, the aggregate Deficiency Amount
      described above which may be paid under this Policy shall not exceed the Maximum
      Insured Amount. This Policy will not cover any extent to which the Holders
      of
      the Insured Obligations are deemed to have to pay amounts, if any, pursuant
      to
      Section 5.07(f) of the Pooling and Servicing Agreement.

     

     

    SECTION
      4. Fiscal
      Agent

     

    At
      any
      time during the Term of the Policy, the Insurer may appoint a fiscal agent
      (the
“Fiscal
      Agent”)
      for
      purposes of this Policy by written notice to the Beneficiary and the Securities
      Administrator, specifying the name and notice address of such Fiscal Agent.
      From
      and after the date of receipt of such notice by the Beneficiary and the
      Securities Administrator, copies of all notices and documents required to be
      delivered to the Insurer pursuant to this Policy shall be simultaneously
      delivered to the Fiscal Agent and to the Insurer. All payments required to
      be
      made by the Insurer under this Policy may be made directly by the Insurer or
      by
      the Fiscal Agent on behalf of the Insurer. The Fiscal Agent is the agent of
      the
      Insurer only, and the Fiscal Agent shall in no event be liable to the
      Beneficiary or the Securities Administrator for any acts of the Fiscal Agent
      or
      any failure of the Insurer to deposit, or cause to be deposited, sufficient
      funds to make payments due under this Policy.

     

     

    SECTION
      5. Subrogation

     

    Upon
      and
      to the extent of any payment by the Insurer under this Policy, the Insurer
      shall
      become the holder of the Insured Obligations, any appurtenant coupon thereto
      and
      right to payment of principal thereof and interest thereon, and shall be fully
      subrogated to the Beneficiary’s and each Holder’s right, title and interest
      thereunder, including the right to receive payments in respect of the Insured
      Obligations. Any payment made by or on behalf of the Issuing Entity to, and
      any
      amounts received under the Operative Documents for the benefit of, the Holders
      in respect of any Insured Amount forming the basis of a claim hereunder (which
      claim shall have been paid by the Insurer) shall be received and held in trust
      for the benefit of the Insurer and shall be paid over to the Insurer in
      accordance with the Pooling and Servicing Agreement and the Insurance Agreement.
      The Beneficiary, the Securities Administrator and each Holder shall cooperate
      in
      all reasonable respects, and at the expense of the Insurer, with any request
      by
      the Insurer for action to preserve or enforce the Insurer’s rights and remedies
      in respect of the Issuing Entity under the Insured Obligations, any related
      security arrangements or otherwise, including, without limitation, any request
      to (i) institute or participate in any suit, action or other proceeding,
      (ii) enforce any judgment obtained and collect from the Issuing Entity, the
      Securities Adminisrator or the Beneficiary any amounts adjudged due or (iii)
      transfer to the Insurer, via absolute legal assignment, the Beneficiary’s, the
      Securities Administrator’s or such Holder’s rights in respect of any Insured
      Amount which may form the basis of a claim hereunder.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          		
                  Assured
                    Guaranty Corp.    

                  1325
                    Avenue of the Americas

                  New
                    York, NY 10019

                  t.
                    212.974.0100

                   www.assuredguaranty.com

                


        

      



     

    SECTION
      6. Assignment
      and Amendment

     

    This
      Policy may not be assigned by the Beneficiary without the prior written consent
      of the Insurer. Except with the prior written consent of the Beneficiary and
      the
      Insurer, the terms of this Policy may not be modified or altered by any other
      agreement.

     

     

    SECTION
      7. Notices

     

    All
      notices, presentations, transmissions, deliveries and communications made by
      the
      Beneficiary or the Securities Administrator on behalf of the Beneficiary to
      the
      Insurer with respect to this Policy shall specifically refer to the number
      of
      this Policy, shall be in writing (except as otherwise specifically provided
      herein) and shall be mailed by registered mail or personally delivered or
      telecopied to the recipient as follows:

     

    if
      to the
      Insurer:

     

    Assured
      Guaranty Corp.

    1325
      Avenue of the Americas

    New
      York,
      New York 10019

    Attention:
      Risk Management Department

    Re:
      ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-SL2, Asset-Backed
      Pass-Through Certificates, Class A Certificates, Policy No.
      D-2007-161

    Telephone:
      (212) 974-0100

    Telecopier:
      (212) 581-3268

     

    With
      a
      copy to the General Counsel at the above address and telecopier
      number.

     

    In
      each
      case in which a demand, notice or other communication to Assured Guaranty refers
      to an Event of Default, a claim on the Policy or any event with respect to
      which
      failure on the part of Assured Guaranty to respond shall be deemed to constitute
      consent or acceptance, then such demand, notice or other communication shall
      be
      marked to indicate “URGENT MATERIAL ENCLOSED”.

     

    if
      to the
      Beneficiary:

     

    HSBC
      Bank
      USA, National Association

    Attn:
      CTLA-Structured Finance for
      ACE
      2007-SL2 

    10
      E.
      40th Street-14th Floor 

    New
      York,
      NY 10016 

    Phone:
      212-525-1362

     

     

    if
      to the
      Securities Administrator:

     

    Wells
      Fargo Bank, National Association

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:
      Corporate Trust (ACE 2007-SL2)

    Facsimile:
      410-715-2380

    


     

    The
      Insurer, the Beneficiary or the Securities Administrator may designate an
      additional or different address, or telephone or telecopier number, by prior
      written notice. Each notice, presentation, delivery and communication to the
      Insurer shall be effective only upon Receipt by the Insurer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        		
                Assured
                  Guaranty Corp.    

                1325
                  Avenue of the Americas

                New
                  York, NY 10019

                t.
                  212.974.0100

                 www.assuredguaranty.com

              


      

    


     

     

    SECTION
      8. Premiums

     

    The
      Securities Administrator on behalf of the Beneficiary shall pay or cause to
      be
      paid to the Insurer in accordance with the Pooling and Servicing Agreement
      the
      premium payable to the Insurer in respect of this Policy as set forth in the
      premium letter, dated the date hereof, relating to this Policy.

     

     

    SECTION
      9.  Termination

     

    This
      Policy and the obligations of the Insurer hereunder shall terminate upon the
      expiration of the Term of the Policy.

     

     

    SECTION
      10.  No
      Waiver

     

    No
      waiver
      of any rights or powers of the Insurer, the Beneficiary or the Securities
      Administrator, or any consent by any of them, shall be valid unless in writing
      and signed by an authorized officer or agent of the Insurer, Beneficiary or
      Securities Administrator, as applicable. The waiver of any right by the Insurer,
      the Beneficiary or the Securities Administrator, or the failure promptly to
      exercise any such right, shall not be construed as a waiver of any other right
      to exercise the same at any time thereafter.

     

     

    SECTION
      11.  Governing
      Law

     

    This
      Policy shall be governed by and construed in accordance with the laws of the
      State of New York (without giving effect to the conflict of laws provisions
      thereof, other than Section 5-1401 of the New York General Obligations
      Law).

     

    SECTION
      12.  Submission
      to Jurisdiction

     

    The
      Insurer hereby irrevocably submits to the jurisdiction of the United States
      District Court for the Southern District of New York and any court in the State
      of New York located in the City and County of New York, and any appellate court
      which hears appeals from any such court, in any action, suit or proceeding
      brought against it in connection with its obligations under this Policy, or
      for
      recognition or enforcement of any judgment with respect thereto, and the Insurer
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard or determined in such New York State
      court or, to the extent permitted by law, in such United States federal court.
      The Insurer agrees that a final judgment in any such action, suit or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment, or in any other manner provided by applicable law. To the extent
      permitted by applicable law, the Insurer hereby waives and agrees not to assert
      by way of motion, as a defense or otherwise in any such action, suit or
      proceeding, any claim (i) that it is not personally subject to the jurisdiction
      of such courts, (ii) that the action, suit or proceeding is brought in an
      inconvenient forum, (iii) that the venue of the action, suit or proceeding
      is
      improper or (iv) that the subject matter thereof may not be litigated in or
      by
      such courts.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          		
                  Assured
                    Guaranty Corp.    

                  1325
                    Avenue of the Americas

                  New
                    York, NY 10019

                  t.
                    212.974.0100

                   www.assuredguaranty.com

                


        

      

    

    


     

    IN
      WITNESS WHEREOF,
      Assured
      Guaranty has caused this Endorsement to the Policy to be signed by its duly
      authorized officer and to become effective and binding upon Assured Guaranty
      by
      virtue of such signature.

     

    ASSURED
      GUARANTY CORP.

     

    By:
      /s/
      Stephen
      Donnarumma                


    Name:
      Stephen
      Donnarumma _______  

    Title:
      Managing Director and Chief Credit Officer

     

    


     

    Signature
      attested to by:

     

    


     

    /s/
      Margaret
      Lam                               


    Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    NOTICE
      OF NONPAYMENT AND DEMAND FOR PAYMENT OF INSURED AMOUNTS

     

    [Insert
      Date]

     

    Assured
      Guaranty Corp.

    1325
      Avenue of the Americas

    New
      York, New York 10019

    Attention:
      General Counsel

     

    Reference
      is made to Financial Guaranty Insurance Policy No. D-2007-161 (the “Policy”)
      issued
      by Assured Guaranty Corp. (the “Insurer”).
      Capitalized terms used herein and not otherwise defined shall have the meaning
      assigned to them in the Policy and the Pooling and Servicing Agreement, dated
      as
      of July 1, 2007, by and among the Depositor, the Servicers, the Master Servicer,
      the Securities Administrator and the Trustee (the “Pooling
      and Servicing Agreement”),
      as
      the case may be, unless the context otherwise requires.

     

    The
      undersigned, a duly authorized officer of the Securities Administrator, hereby
      certifies to the Insurer that:

     

    (i) The
      Securities Administrator is the Securities Administrator under the Pooling
      and
      Servicing Agreement, and is acting on behalf of the Beneficiary for the benefit
      of the Holders under the Pooling and Servicing Agreement.

     

    (ii) The
      relevant Distribution Date is [insert applicable Distribution
      Date].

     

    (iii) The
      amount due under clause (1) of the definition of Deficiency Amount for such
      Distribution Date is $__________.

     

    (iv) The
      amount due under clause (2)(a) of the definition of Deficiency Amount for such
      Distribution Date is $__________.

     

    (v) The
      amount due under clause (2)(b) of the definition of Deficiency Amount for such
      Distribution Date is $__________.

     

    (vi) The
      sum
      of the amounts listed in paragraphs (iii), (iv), and (v) above is $__________
      (the “Deficiency
      Amount”).

     

    (vii) The
      Preference Amount is $_______________ (the “Preference
      Amount”).

     

    (viii) The
      total
      Insured Amount due is $__________, which amount equals the sum of the Deficiency
      Amount and the Preference Amount.

     

    (ix) The
      Securities Administrator is making a claim under the Policy on behalf of the
      Beneficiary for the benefit of the Holders for the Insured Amount.

     

    (x) The
      Securities Administrator agrees that, following payment by the Insurer made
      with
      respect to the Insured Amount, which is the subject of this Notice of Claim,
      it
      (a) will cause such amounts to be applied directly to the payment of the
      applicable Insured Amount; (b) will not apply such funds for any other purpose;
      and (c) will cause an accurate record of such payment to be maintained with
      respect to the appropriate Insured Amount(s), the corresponding claim on the
      Policy, and the proceeds of such claim.

     

    (xi) The
      Beneficiary, on behalf of the Holders, hereby assigns to the Insurer all rights
      of the Beneficiary and the Holders with respect to the Insured Obligations
      to
      the extent of any payments under the Policy, including, without limitation,
      any
      amounts due to the Holders in respect of securities law violations arising
      from
      the offer and/or sale of the Insured Obligations; provided,
      that
      payments to the Insurer in respect of the foregoing assignment shall in all
      cases be subject to and subordinate to the rights of the Holders to receive
      all
      payments in respect of the Insured Obligations. The foregoing assignment is
      in
      addition to, and not in limitation of, rights of subrogation otherwise available
      to the Insurer in respect of such payments. The Beneficiary shall take such
      action and deliver such instruments as may be reasonably requested or required
      by the Insurer to effectuate the purpose or provisions of this clause
      (xi).

     

    (xii) The
      Beneficiary, on its behalf and on behalf of the Holders, hereby appoints the
      Insurer as agent and attorney-in-fact for the Beneficiary and each such Holder
      in any legal proceeding with respect to the Insured Obligations. The Beneficiary
      hereby agrees that, so long as the Insurer shall not be in default in its
      payment obligations under the Policy, the Insurer may at any time during the
      continuation of any Insolvency Proceeding (as defined in the Policy) with
      respect to the Issuing Entity direct all matters relating to such Insolvency
      Proceeding, including, without limitation, (a) all matters relating to any
      Preference Amount, (b) the direction of any appeal of any order relating to
      any
      Preference Amount at the expense of the Insurer but subject to reimbursement
      as
      provided in the Operative Documents and (c) the posting of any surety,
      supersedeas or performance bond pending any appeal. In addition, the Beneficiary
      hereby agrees that the Insurer shall be fully subrogated to, and the Beneficiary
      on its behalf and on behalf of each Holder, hereby delegates and assigns, to
      the
      fullest extent permitted by law, the rights of the Beneficiary and each Holder
      in the conduct of any Insolvency Proceeding, including, without limitation,
      all
      rights of any party to an adversary proceeding or action with respect to any
      court order issued in connection with any such Insolvency
      Proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (xiii) Payment
      should be made by wire transfer to the following account:

     

    [Name
      of
      Bank]

    ABA
      No.: [________]

    Account
      No: [________]

    Account
      Name:  [________]

    FFC:  [________]

     

    Upon
      payment of the applicable Deficiency Amount(s), the Insurer shall be subrogated
      to the rights of the Beneficiary with respect to such payment, to the extent
      set
      forth in Section 5 of the endorsement thereto.

     

    This
      Notice of Claim may be revoked at any time by written notice of such revocation
      by the Securities Administrator on behalf of the Beneficiary to the
      Insurer.

     

    ANY
      PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER
      PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
      ANY
      MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING,
      INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE
      ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED
      FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH
      VIOLATION.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed and delivered this Notice of Claim as of the __ day
      of
      _________ of 20__.

     

    [Securities
      Administrator]

    as
      Securities Administrator under the Pooling and Servicing Agreement

     

    By:
      ______________________________

    Name:

    Title:

     

    


     

    [Trustee]

    as
      Beneficiary

     

    By:
      ______________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    


    MORTGAGE
      LOAN SCHEDULE

    


    [PROVIDED
      UPON REQUEST]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    PREPAYMENT
      CHARGE SCHEDULE

    


    [PROVIDED
      UPON REQUEST]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    [RESERVED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      4

    


    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 ($)

            
	
              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
      : 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

                  HUD
                    Part A

                	
                   

                  ________________

                	 	
                   

                  (18a)
                    

                
	
                   

                	
                  HUD
                    Part B

                	
                  ________________
                    

                	 	
                  (18b)

                
	
                  (19)

                	
                  Pool
                    Insurance Proceeds

                	
                  ________________

                	 	
                  (19)

                
	
                  (20)

                	
                  Proceeds
                    from Sale of Acquired Property

                	
                  ________________

                	 	
                  (20)

                
	
                  (21)

                	
                  Other
                    (itemize)

                	
                  ________________

                	 	
                  (21)

                
	
                   

                	
                  _________________________________________

                	
                  ________________

                	 	
                  (21)

                
	
                   

                	
                   

                	
                   

                	 	
                   

                
	
                   

                	
                  Total
                    Credits

                	
                  $________________

                	 	
                  (22)

                
	
                  Total
                    Realized Loss (or Amount of Gain)

                	
                  $________________

                	 	
                  
                    (23)

                  

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail

    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

    


    Standard
      Loan Level File Layout - Master Servicing

    


    
      	
              Exhibit
                1: 
                Layout

            	 	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              Each
                file requires the following fields:

            	
               

            	
               

            	
               

            
	
              SER_INVESTOR_NBR

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

            	
               

            	
              Text
                up to 20 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

            
	
              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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 	 	 
	
              Exhibit
                1: Continued

            	
              Standard
                Loan Level File Layout 

            	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
               Max
                Size

            
	
              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

            
	
              Plus
                the following applicable fields:

            	
               

            	
               

            	
               

            
	
              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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	 	 
	
              Exhibit
                1: Continued

            	
              Standard
                Loan Level File Layout 

            	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              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

            
	
               

              BREACH_FLAG

            	
              Flag
                to indicate if the repurchase of a loan is due to a breach of
                Representations and Warranties

            	 	
              Y=Breach

              N=NO
                Breach

              Let
                blank if N/A

            	
              1

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      6

    


    DATA
      REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE

    


    


    
      	
              [LOAN
                NUMBER]

            	
              [PRE-CUT-OFF
                DATE ADVANCE AMOUNT]

            


    

    


    [PROVIDED
      UPON REQUEST]