ACE
      SECURITIES CORP.

    Depositor

     

    OCWEN
      LOAN SERVICING, LLC

    a
      Servicer

    


    COUNTRYWIDE
      HOME LOANS SERVICING LP

    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 February 1, 2007

     

     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-HE2

    Asset
      Backed Pass-Through Certificates

     

     

    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    


    
      	
              ARTICLE
                I DEFINITIONS

            	 	
              9

            
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	 	
              9

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            	 	
              87

            
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                CERTIFICATES

            	 	
              89

            
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            	 	
              89

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            	 	
              90

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            	 	
              90

            
	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            	 	
              93

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of the Servicers.

            	 	
              95

            
	
              SECTION
                2.06.

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

            	 	
              99

            
	
              SECTION
                2.07.

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

            	 	
              99

            
	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            	 	
              100

            
	
              SECTION
                2.09.

            	
              Establishment
                of the Trust.

            	 	
              100

            
	
              SECTION
                2.10.

            	
              Purpose
                and Powers of the Trust.

            	 	
              100

            
	
              SECTION
                2.11.

            	
              Representations
                and Warranties of the Trustee.

            	 	
              101

            
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
                ACCOUNTS

            	 	
              102

            
	
              SECTION
                3.01.

            	
              Each
                Servicer to Act as a Servicer.

            	 	
              102

            
	
              SECTION
                3.02.

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

            	 	
              105

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            	 	
              107

            
	
              SECTION
                3.04.

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

            	 	
              108

            
	
              SECTION
                3.05.

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

            	 	
              108

            
	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            	 	
              108

            
	
              SECTION
                3.07.

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

            	 	
              109

            
	
              SECTION
                3.08.

            	
              Collection
                Account and Distribution Account.

            	 	
              110

            
	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Accounts and Distribution Account.

            	 	
              113

            
	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            	 	
              115

            
	
              SECTION
                3.11.

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

            	 	
              116

            
	
              SECTION
                3.12.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            	 	
              119

            
	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	 	
              120

            
	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	 	
              123

            
	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            	 	
              124

            
	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            	 	
              125

            
	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            	 	
              125

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            	 	
              126

            
	
              SECTION
                3.19.

            	
              Annual
                Certification; Additional Information.

            	 	
              128

            
	
              SECTION
                3.20.

            	
              Access
                to Certain Documentation.

            	 	
              134

            
	
              SECTION
                3.21.

            	
              Title,
                Management and Disposition of REO Property.

            	 	
              134

            
	
              SECTION
                3.22.

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

            	 	
              138

            
	
              SECTION
                3.23.

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

            	 	
              138

            
	
              SECTION
                3.24.

            	
              Reserve
                Fund.

            	 	
              138

            
	
              SECTION
                3.25.

            	
              Advance
                Facility.

            	 	
              141

            
	
              SECTION
                3.26.

            	
              Indemnification.

            	 	
              143

            
	
              SECTION
                3.27.

            	
              Additional
                Representations and Warranties of Countrywide.

            	 	
              143

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

            	 	
              144

            
	
              SECTION
                4.01.

            	
              Master
                Servicer.

            	 	
              144

            
	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            	 	
              145

            
	
              SECTION
                4.03.

            	
              Monitoring
                of Servicers.

            	 	
              145

            
	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            	 	
              146

            
	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            	 	
              146

            
	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 	
              147

            
	
              SECTION
                4.07.

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

            	 	
              147

            
	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	 	
              148

            
	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 	
              148

            
	
              SECTION
                4.10.

            	
              Maintenance
                of Primary Mortgage Insurance Policies.

            	 	
              149

            
	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	 	
              149

            
	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	 	
              149

            
	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            	 	
              149

            
	
              SECTION
                4.14.

            	
              REO
                Property.

            	 	
              150

            
	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            	 	
              150

            
	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance.

            	 	
              151

            
	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            	 	
              153

            
	
              SECTION
                4.18.

            	
              Annual
                Certification.

            	 	
              154

            
	
              SECTION
                4.19.

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

            	 	
              154

            
	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            	 	
              154

            
	
              ARTICLE
                V PAYMENTS TO CERTIFICATEHOLDERS

            	 	
              156

            
	
              SECTION
                5.01.

            	
              Distributions.

            	 	
              156

            
	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            	 	
              170

            
	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            	 	
              174

            
	
              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            	 	
              176

            
	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            	 	
              179

            
	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            	 	
              180

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

    
      	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            	 	
              185

            
	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	 	
              188

            
	
              SECTION
                5.09.

            	
              Swap
                Collateral Account.

            	 	
              188

            
	
              SECTION
                5.10.

            	
              Cap
                Collateral Account.

            	 	
              189

            
	
              ARTICLE
                VI THE CERTIFICATES

            	 	 	
              191

            
	
              SECTION
                6.01.

            	
              The
                Certificates.

            	 	
              191

            
	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	 	
              193

            
	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 	
              201

            
	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            	 	
              201

            
	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            	 	
              201

            
	
              ARTICLE
                VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICERS

            	 	
              203

            
	
              SECTION
                7.01.

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

            	 	
              203

            
	
              SECTION
                7.02.

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

            	 	
              203

            
	
              SECTION
                7.03.

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

            	 	
              203

            
	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicers.

            	 	
              204

            
	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            	 	
              206

            
	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            	 	
              206

            
	
              SECTION
                7.07.

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

            	 	
              207

            
	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            	 	
              208

            
	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	 	
              208

            
	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            	 	
              208

            
	
              ARTICLE
                VIII DEFAULT

            	 	
              210

            
	
              SECTION
                8.01.

            	
              Servicer
                Events of Default.

            	 	
              210

            
	
              SECTION
                8.02.

            	
              Master
                Servicer to Act; Appointment of Successor.

            	 	
              215

            
	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            	 	
              217

            
	
              SECTION
                8.04.

            	
              Waiver
                of Servicer Events of Default.

            	 	
              217

            
	
              ARTICLE
                IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	 	
              218

            
	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            	 	
              218

            
	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            	 	
              219

            
	
              SECTION
                9.03.

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

            	 	
              223

            
	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	 	
              223

            
	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee, Custodian and Securities
                Administrator.

            	 	
              223

            
	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	 	
              224

            
	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	 	
              225

            
	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            	 	
              226

            
	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	 	
              227

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 	
              227

            
	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            	 	
              228

            
	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            	 	
              228

            
	
              ARTICLE
                X TERMINATION

            	 	
              230

            
	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	 	
              230

            
	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            	 	
              233

            
	
              ARTICLE
                XI REMIC PROVISIONS

            	 	
              235

            
	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            	 	
              235

            
	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            	 	
              237

            
	
              SECTION
                11.03.

            	
              Indemnification.

            	 	
              238

            
	
              ARTICLE
                XII MISCELLANEOUS PROVISIONS

            	 	
              239

            
	
              SECTION
                12.01.

            	
              Amendment.

            	 	
              239

            
	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	 	
              240

            
	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	 	
              240

            
	
              SECTION
                12.04.

            	
              Governing
                Law.

            	 	
              241

            
	
              SECTION
                12.05.

            	
              Notices.

            	 	
              241

            
	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            	 	
              242

            
	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies.

            	 	
              242

            
	
              SECTION
                12.08.

            	
              Article
                and Section References.

            	 	
              243

            
	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            	 	
              243

            
	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            	 	
              244

            
	
              SECTION
                12.11.

            	
              Intention
                of the Parties and Interpretation.

            	 	
              244

            
	
              SECTION
                12.12.

            	
              Indemnification.

            	 	
              245

            
	
              SECTION
                12.13.

            	
              Swap
                Provider as a Third Party Beneficiary.

            	 	
              246

            


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Exhibits

            	 	 
	 	 	 
	
              Exhibit
                A-1

            	 	
              Form
                of Class A Certificate

            
	
              Exhibit
                A-2

            	 	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-3

            	 	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-4

            	 	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-5

            	 	
              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
                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 and
                Class
                CE Certificates to Regulation S Under the Securities
                Act

            
	
              Exhibit
                B-3

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

            
	
              Exhibit
                B-4

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

            
	
              Exhibit
                C

            	 	
              Form
                of Back-Up Certification

            
	
              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

            	 	
              Swap
                Agreement

            
	
              Exhibit
                J

            	 	
              Cap
                Contracts

            
	 	 	 
	
              Schedule
                1

            	 	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	 	
              Prepayment
                Charge Schedule

            
	
              Schedule
                3

            	 	
              Reserved

            
	
              Schedule
                4

            	 	
              Standard
                File Layout - Delinquency Reporting and Realized Losses and
                Gains

            
	
              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 February 1, 2007,
      among ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as a
      servicer (“Ocwen” or a “Servicer”), COUNTRYIWDE HOME LOANS SERVICING LP, as a
      servicer (“Countrywide” or 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 and, for the avoidance
      of
      doubt, the Supplemental Interest Trust, the Cap Contracts 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)

              	
                 

              	
                $

              	
                18,998,894.23

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-AM

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                56,108,630.56

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-1-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,025,088.51

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-1-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,025,088.51

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-2-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,819,275.96

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-2-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,819,275.96

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-3-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,601,157.16

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-3-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,601,157.16

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-4-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,391,248.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-4-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,391,248.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-5-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,189,239.31

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-5-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,189,239.31

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-6-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,994,830.67

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-6-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,994,830.67

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-7-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,816,804.20

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-7-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,816,804.20

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-8-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,636,523.81

              	
                 

              	
                 

              	
                December
                  25, 2036

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Designation

              	 	
                REMIC
                  I 
Remittance Rate

              	 	
                Initial
                  
Uncertificated Balance

              	 	
                Latest
                  Possible 
Maturity Date(1)

              	 
	
                I-8-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,636,523.81

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-9-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,472,323.69

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-9-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,472,323.69

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-10-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,332,703.55

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-10-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,332,703.55

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-11-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,378,665.87

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-11-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,378,665.87

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-12-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,455,189.14

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-12-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,455,189.14

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-13-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,797,343.60

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-13-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,797,343.60

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-14-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                9,588,345.70

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-14-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                9,588,345.70

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-15-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                8,219,441.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-15-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                8,219,441.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-16-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,503,657.65

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-16-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,503,657.65

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-17-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,754,187.00

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-17-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,754,187.00

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-18-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,504,245.45

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-18-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,504,245.45

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-19-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,402,495.51

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-19-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,402,495.51

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-20-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,304,511.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-20-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,304,511.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-21-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,211,152.83

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-21-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,211,152.83

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-22-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,121,657.13

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-22-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,121,657.13

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-23-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,035,848.54

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-23-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,035,848.54

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-24-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,953,568.39

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-24-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,953,568.39

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-25-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,874,577.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-25-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,874,577.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-26-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,797,979.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-26-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,797,979.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-27-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,725,524.38

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-27-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,725,524.38

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-28-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,656,064.73

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-28-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,656,064.73

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-29-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,589,454.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-29-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,589,454.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-30-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,525,573.40

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-30-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,525,573.40

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-31-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,464,295.93

              	
                 

              	
                 

              	
                December
                  25, 2036

              	 


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Designation

              	 	
                REMIC
                  I 
Remittance Rate

              	 	
                Initial
                  
Uncertificated Balance

              	 	
                Latest
                  Possible 
Maturity Date(1)

              	 
	
                I-31-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,464,295.93

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-32-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,405,422.83

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-32-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,405,422.83

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-33-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,349,082.44

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-33-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,349,082.44

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-34-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,295,045.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-34-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,295,045.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-35-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,243,215.89

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-35-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,243,215.89

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-36-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,193,501.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-36-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,193,501.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-37-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,145,812.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-37-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,145,812.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-38-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,100,064.41

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-38-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,100,064.41

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-39-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,056,183.39

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-54-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,056,183.39

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-40-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,014,088.02

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-40-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,014,088.02

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-41-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                973,703.66

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-41-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                973,703.66

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-42-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                934,960.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-42-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                934,960.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-43-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                897,788.98

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-43-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                897,788.98

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-44-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                862,126.00

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-44-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                862,126.00

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-45-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                827,908.02

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-45-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                827,908.02

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-46-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                795,080.85

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-46-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                795,080.85

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-47-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                763,580.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-47-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                763,580.22

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-48-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                733,382.30

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-48-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                733,382.30

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-49-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                704,545.34

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-49-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                704,545.34

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-50-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                676,982.68

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-50-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                676,982.68

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-51-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                650,235.93

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-51-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                650,235.93

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-52-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                624,561.48

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-52-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                624,561.48

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-53-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                599,922.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-53-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                599,922.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                I-54-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,438,134.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	 


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Designation

              	 	
                REMIC
                  I 
Remittance Rate

              	 	
                Initial
                  
Uncertificated Balance

              	 	
                Latest
                  Possible 
Maturity Date(1)

              	 
	
                I-54-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,438,134.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-CE

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                20,458,609.00

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-AM

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                60,419,544.44

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-1-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,488,005.49

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-1-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,488,005.49

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-2-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,266,380.04

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-2-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,266,380.04

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-3-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,031,502.84

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-3-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,031,502.84

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-4-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,805,466.53

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-4-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,805,466.53

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-5-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,587,936.69

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-5-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,587,936.69

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-6-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,378,591.33

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-6-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,378,591.33

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-7-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,186,886.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-7-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,186,886.80

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-8-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,992,755.19

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-8-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,992,755.19

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-9-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,815,939.31

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-9-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,815,939.31

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-10-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,665,591.95

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-10-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,665,591.95

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-11-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,715,085.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-11-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                4,715,085.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-12-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,874,319.86

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-12-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,874,319.86

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-13-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                11,626,920.40

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-13-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                11,626,920.40

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-14-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,325,033.30

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-14-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,325,033.30

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-15-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                8,850,954.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-15-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                8,850,954.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-16-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                7,003,343.85

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-16-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                7,003,343.85

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-17-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,965,795.50

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-17-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,965,795.50

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-18-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,696,650.55

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-18-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,696,650.55

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-19-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,587,082.99

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-19-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,587,082.99

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-20-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,481,570.87

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-20-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,481,570.87

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-21-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,381,039.17

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-21-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,381,039.17

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-22-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,284,667.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	 


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Designation

              	 	
                REMIC
                  I 
Remittance Rate

              	 	
                Initial
                  
Uncertificated Balance

              	 	
                Latest
                  Possible 
Maturity Date(1)

              	 
	
                II-22-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,284,667.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-23-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,192,265.96

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-23-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,192,265.96

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-24-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,103,664.11

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-24-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,103,664.11

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-25-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,018,604.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-25-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                2,018,604.37

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-26-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,936,120.78

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-26-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,936,120.78

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-27-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,858,099.12

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-27-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,858,099.12

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-28-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,783,302.77

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-28-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,783,302.77

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-29-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,711,574.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-29-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,711,574.63

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-30-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,642,785.60

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-30-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,642,785.60

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-31-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,576,800.07

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-31-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,576,800.07

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-32-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,513,403.67

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-32-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,513,403.67

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-33-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,452,734.56

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-33-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,452,734.56

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-34-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,394,546.20

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-34-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,394,546.20

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-35-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,338,734.11

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-35-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,338,734.11

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-36-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,285,199.78

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-36-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,285,199.78

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-37-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,233,847.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-37-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,233,847.03

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-38-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,184,584.09

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-38-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,184,584.09

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-39-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,137,331.61

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-54-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,137,331.61

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-40-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,092,001.98

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-40-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,092,001.98

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-41-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,048,514.84

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-41-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,048,514.84

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-42-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,006,794.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-42-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                1,006,794.47

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-43-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                966,767.52

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-43-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                966,767.52

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-44-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                928,364.50

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-44-B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                928,364.50

              	
                 

              	
                 

              	
                December
                  25, 2036

              	
                 

              
	
                II-45-A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                891,517.48

              	
                 

              	
                 

              	
                December
                  25, 2036

              	 


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I 
Remittance Rate

                	
                   

                	
                  Initial
                    
Uncertificated Balance

                	
                   

                	
                  Latest
                    Possible 
Maturity Date(1)

                	
                   

                
	
                  II-45-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  891,517.48

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-46-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  856,168.15

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-46-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  856,168.15

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-47-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  822,247.28

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-47-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  822,247.28

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-48-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  789,729.20

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-48-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  789,729.20

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-49-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  758,676.66

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-49-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  758,676.66

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-50-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  728,996.32

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-50-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  728,996.32

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-51-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  700,194.57

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-51-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  700,194.57

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-52-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  672,547.52

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-52-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  672,547.52

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-53-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  646,014.97

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-53-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  646,014.97

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-54-A

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,855,955.20

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	
                   

                
	
                  II-54-B

                	
                   

                	
                   

                	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,855,955.20

                	
                   

                	
                   

                	
                  December
                    25, 2036

                	 


        



      __________________

    

    
      	
              (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.

            


    

    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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)

            	
               

            	
              $

            	
              386,669,487.58

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              A-1

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              1,415,365.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              A-2A

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              940,380.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              A-2B

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              174,065.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              A-2C

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              243,445.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              A-2D

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              166,215.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-1

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              161,770.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-2

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              151,905.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-3

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              94,695.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-4

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              80,885.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-5

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              72,995.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-6

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              69,050.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-7

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              63,130.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-8

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              57,210.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              M-9

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              57,210.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              ZZ

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              4,142,894.03

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              P

            	
               

            	
               

            	
              Variable(2)(3)

            	
               

            	
              $

            	
              100.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              IO

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
               

            	
              (4)

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              I-SUB

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              9,689.10

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              I-GRP

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              37,996.41

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              II-SUB

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              10,433.64

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              II-GRP

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              40,915.74

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              XX

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              394,461,666.72

            	
               

            	
               

            	
              December
                25, 2036

            	 


    

    ___________________________

    
      	
              (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 Uncertificated Notional
                Amount.

            


    

     

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    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-1

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              283,073,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                A-2A

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              188,076,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                A-2B

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              34,813,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                A-2C

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              48,689,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                A-2D

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              33,243,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-1

            	
               

            	
               

            	
              Variable(2)
                

            	
               

            	
              $

            	
              32,354,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-2

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              30,381,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-3

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              18,939,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-4

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              16,177,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-5

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              14,599,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-6

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              13,810,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-7 

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              12,626,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-8 

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              11,442,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                M-9 

            	
               

            	
               

            	
              Variable(2)

            	
               

            	
              $

            	
              11,442,000.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                P 

            	
               

            	
               

            	
              N/A(3)

            	
               

            	
              $

            	
              100.00

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                CE

            	
               

            	
               

            	
              N/A(4)

            	
               

            	
              $

            	
              39,457,403.23

            	
               

            	
               

            	
              December
                25, 2036

            	
               

            
	
              Class
                IO Interest 

            	
               

            	
               

            	
              N/A(5)

            	
               

            	
               

            	
              (5)

            	
               

            	
               

            	
              December
                25, 2036

            	 


    

    _________________

    
      	
              (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. The Class P Certificates
                will be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

            	
              The
                Class CE Certificates will accrue interest at their variable Pass-Through
                Rate on the Notional Amount of the Class CE 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
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    

    
      	
              (5)

            	
              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
      $789,121,503.23. As of the Cut-off Date, the Group I Mortgage Loans had an
      aggregate Scheduled Principal Balance equal to $379,964,132.18 and the Group
      II
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to
      $409,157,371.05.

     

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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    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) above.

     

    “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, Mezzanine
      Certificate or Class CE 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 and the Mezzanine Certificates, or on
      the
      Notional Amount in the case of the Class CE 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
      and
      the Mezzanine 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 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, Mezzanine
      Certificate or Class CE 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 3.22 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 Certificate, shall be reduced by an amount equal to
      the
      portion allocable to such Class CE Certificate of Realized Losses, if any,
      pursuant to Section 1.02 and Section 5.04 hereof.

     

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


     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    “Additional
      Form 10-D Disclosure”: Has the meaning set forth in Section 5.06(a)(i) of
      this Agreement or with respect to Countrywide, shall be limited to the
      information set forth in Section 3.19(b)(vi)(C).

     

    “Additional
      Form 10-K Disclosure”: Has the meaning set forth in Section 5.06(d)(i) of
      this Agreement or with respect to Countrywide, shall be limited to the
      information set forth in Section 3.19(b)(vi)(B).

     

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

     

    “Adjustable
      Rate Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule as having a Mortgage Rate that is subject to adjustment.

     

    “Adjustment
      Date”: With respect to each Adjustable Rate Mortgage Loan, the first day of the
      month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes
      pursuant to the related Mortgage Note. The first Adjustment Date following
      the
      Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
      Mortgage Loan Schedule.

     

    “Administration
      Fees”: The sum of (i) the 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 3.25(a).

     

    “Advance
      Financing Person”: As defined in Section 3.25(a).

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.25(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 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.

     


    
      
        
        

      

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

     

    “Amounts
      Held for Future Distribution”: As to any Distribution Date, the aggregate amount
      held in the 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
      Statement of Compliance”: As defined in Section 3.17.

     

    “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
      Account and the Distribution Account as of the close of business on the Servicer
      Remittance Date, (b) the aggregate of any amounts deposited in the Distribution
      Account by the Servicers or the Master Servicer in respect of Prepayment
      Interest Shortfalls for such Distribution Date pursuant to Section 3.22 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 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 Custodian
      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 the Collection Accounts 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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    “Back-Up
      Certification”: As defined in Section 3.19(b).

     

    “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.

     

    “Book-Entry
      Certificates”: The Offered 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 a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the States of New York, California, Florida,
      Maryland, Minnesota or Texas or in the city in which the Corporate Trust Office
      of the Trustee is located, are authorized or obligated by law or executive
      order
      to be closed.

     

    “Cap
      Contracts”: Shall mean the Group I Cap Contract and the Group II Cap
      Contract.

     

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

     

    “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-HE2, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class
      M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
      Class M-9, Class P, Class CE 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 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 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
      Certificates) of such Class of Certificates as of the Closing Date.

     


    
      
        
        

      

      
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    “Certificate
      Margin”: With respect to the Class A-1 Certificates and, for purposes of the
      definition of “Marker Rate”, REMIC II Regular Interest A-1, 0.14% in the case of
      each Distribution Date through and including the Optional Termination Date
      and
      0.28% in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, 0.12% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.24%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, 0.14% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.28%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, 0.24% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.48%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, 0.30% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.60%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, 0.32% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.48%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, 0.40% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.60%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, 0.40% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.60%
      in the case of each Distribution Date thereafter.

     


    
      
        
        

      

      
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    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, 0.65% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.975%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, 0.75% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.125%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, 1.00% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.50%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, 2.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.00%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, 2.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.00%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 2.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.00%
      in the case of each Distribution Date thereafter.

     

    “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, except as otherwise
      provided in Section 12.01 of this Agreement. 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.

     


    
      
        
        

      

      
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    “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, Mezzanine
      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 of this Agreement, 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 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, the Mezzanine
      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 of this
      Agreement.

     

    “Certification
      Parties”: Has the meaning set forth in Section 3.19 of this
      Agreement.

     

    “Certifying
      Person”: Has the meaning set forth in Section 3.19 of this
      Agreement.

     

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

     

    “Class
      A
      Certificate”: Any Class A-1, Class A-2A, Class A-2B, Class A-2C or Class A-2D
      Certificate.

     

    “Class
      A
      Principal Distribution Amount”: The Class A Principal Distribution Amount is an
      amount equal to the sum of: (i) the Class A-1 Principal Distribution Amount
      and
      (ii) the Class A-2 Principal Distribution Amount.

     

    “Class
      A-1 Allocation Percentage”: With respect to any Distribution Date is the
      percentage equivalent of a fraction, the numerator of which is (x) the Group
      I
      Principal Remittance Amount for such Distribution Date and the denominator
      of
      which is (y) the Principal Remittance Amount for such Distribution
      Date.

     

    “Class
      A-1 Certificate”: Any one of the Class A-1 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.

     


    
      
        
        

      

      
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    “Class
      A-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the Certificate Principal Balance of the Class A-1 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 49.00% and (ii) the aggregate Stated Principal Balance of the
      Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced and unscheduled collections of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Group I Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced and
      unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Group I Mortgage Loans as of the Cut-off Date.

     

    “Class
      A-2 Allocation Percentage”: With respect to any Distribution Date is the
      percentage equivalent of a fraction, the numerator of which is (x) the Group
      II
      Principal Remittance Amount for such Distribution Date and the denominator
      of
      which is (y) the Principal Remittance Amount for such Distribution
      Date.

     

    “Class
      A-2 Certificate”: Any Class A-2A, Class A-2B, Class A-2C or Class A-2D
      Certificate.

     

    “Class
      A-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of the Certificate Principal Balances of the Class A-2A,
      Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 49.00% and
      (ii)
      the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced and unscheduled collections of principal received during
      the related Prepayment Period) minus the product of (i) 0.50% and (ii) the
      aggregate principal balance of the Group II Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      A-2A Certificate”: Any one of the Class A-2A 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
      A-2B Certificate”: Any one of the Class A-2B 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.

     


    
      
        
        

      

      
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    “Class
      A-2C Certificate”: Any one of the Class A-2C 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
      A-2D Certificate”: Any one of the Class A-2D 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
      Certificate”: Any one of the Class CE 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 (i) a Regular Interest in
      REMIC III, (ii) beneficial ownership of the Reserve Fund and (iii) beneficial
      ownership of the Supplemental Interest Trust.

     

    “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
      M-1 Certificate”: Any one of the Class M-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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-1 Certificates immediately prior to the
      Distribution Date over (y) the lesser of (A) the product of (i) 57.20% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     


    
      
        
        

      

      
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    “Class
      M-2 Certificate”: Any one of the Class M-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 (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
      M-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date
      and (iii) the Certificate Principal Balance of the Class M-2 Certificates
      immediately prior to the Distribution Date over (y) the lesser of (A) the
      product of (i) 64.90% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date and (iv) the Certificate Principal Balance of the
      Class
      M-3 Certificates immediately prior to the Distribution Date over (y) the lesser
      of (A) the product of (i) 69.70% and (ii) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date. 

     


    
      
        
        

      

      
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    “Class
      M-4 Certificate”: Any one of the Class M-4 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date and (v) the Certificate
      Principal Balance of the Class M-4 Certificates immediately prior to the
      Distribution Date over (y) the lesser of (A) the product of (i) 73.80% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date. 

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date, (v) the Certificate
      Principal Balance of the Class M-4 Certificates after taking into account the
      payment of the Class M-4 Principal Distribution Amount on the Distribution
      Date
      and (vi) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to the Distribution Date over (y) the lesser of (A) the
      product of (i) 77.50% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date. 

     


    
      
        
        

      

      
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    “Class
      M-6 Certificate”: Any one of the Class M-6 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date, (v) the Certificate
      Principal Balance of the Class M-4 Certificates after taking into account the
      payment of the Class M-4 Principal Distribution Amount on the Distribution
      Date,
      (vi) the Certificate Principal Balance of the Class M-5 Certificates after
      taking into account the payment of the Class M-5 Principal Distribution Amount
      on the Distribution Date and (vii) the Certificate Principal Balance of the
      Class M-6 Certificates immediately prior to the Distribution Date over (y)
      the
      lesser of (A) the product of (i) 81.00% and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     


    
      
        
        

      

      
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    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date, (v) the Certificate
      Principal Balance of the Class M-4 Certificates after taking into account the
      payment of the Class M-4 Principal Distribution Amount on the Distribution
      Date,
      (vi) the Certificate Principal Balance of the Class M-5 Certificates after
      taking into account the payment of the Class M-5 Principal Distribution Amount
      on the Distribution Date, (vii) the Certificate Principal Balance of the Class
      M-6 Certificates after taking into account the payment of the Class M-6
      Principal Distribution Amount on the Distribution Date and (viii) the
      Certificate Principal Balance of the Class M-7 Certificates immediately prior
      to
      the Distribution Date over (y) the lesser of (A) the product of (i) 84.20%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date. 

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date, (v) the Certificate
      Principal Balance of the Class M-4 Certificates after taking into account the
      payment of the 

     


    
      
        
        

      

      
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    Class
      M-4
      Principal Distribution Amount on the Distribution Date, (vi) the Certificate
      Principal Balance of the Class M-5 Certificates after taking into account the
      payment of the Class M-5 Principal Distribution Amount on the Distribution
      Date,
      (vii) the Certificate Principal Balance of the Class M-6 Certificates after
      taking into account the payment of the Class M-6 Principal Distribution Amount
      on the Distribution Date, (viii) the Certificate Principal Balance of the Class
      M-7 Certificates after taking into account the payment of the Class M-7
      Principal Distribution Amount on the Distribution Date and (ix) the Certificate
      Principal Balance of the Class M-8 Certificates immediately prior to the
      Distribution Date over (y) the lesser of (A) the product of (i) 87.10% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 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) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates after taking into account the payment of the Class A
      Principal Distribution Amount on the Distribution Date, (ii) the Certificate
      Principal Balance of the Class M-1 Certificates after taking into account the
      payment of the Class M-1 Principal Distribution Amount on the Distribution
      Date,
      (iii) the Certificate Principal Balance of the Class M-2 Certificates after
      taking into account the payment of the Class M-2 Principal Distribution Amount
      on the Distribution Date, (iv) the Certificate Principal Balance of the Class
      M-3 Certificates after taking into account the payment of the Class M-3
      Principal Distribution Amount on the Distribution Date, (v) the Certificate
      Principal Balance of the Class M-4 Certificates after taking into account the
      payment of the Class M-4 Principal Distribution Amount on the Distribution
      Date,
      (vi) the Certificate Principal Balance of the Class M-5 Certificates after
      taking into account the payment of the Class M-5 Principal Distribution Amount
      on the Distribution Date, (vii) the Certificate Principal Balance of the Class
      M-6 Certificates after taking into account the payment of the Class M-6
      Principal Distribution Amount on the Distribution Date, (viii) the Certificate
      Principal Balance of the Class M-7 Certificates after taking into account the
      payment of the Class M-7 Principal Distribution Amount on the Distribution
      Date,
      (ix) the Certificate Principal Balance of the Class M-8 Certificates after
      taking into account the payment of the Class M-8 Principal Distribution Amount
      on the Distribution Date and (x) the Certificate Principal Balance of the Class
      M-9 Certificates immediately prior to the Distribution Date over (y) the lesser
      of (A) the product of (i) 90.00% and (ii) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date. 

     


    
      
        
        

      

      
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    “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-4 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-5, 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.

     

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

     

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

     

    “Closing
      Date”: March 8, 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, which shall be
      entitled “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-HE2, Asset Backed Pass-Through
      Certificates” and “Countrywide Home Loans Servicing LP, 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-HE2, Asset Backed
      Pass-Through Certificates”. The Collection Accounts must be Eligible
      Accounts.

     

    “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-HE2, or at such other address as the Trustee may designate from time to
      time by notice to the Certificateholders, the Depositor, the Master Servicer,
      the Securities Administrator and the Servicer, 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-HE2),
      and (B) for all other purposes, Wells Fargo Bank, National Association, P.O.
      Box
      98, Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2007-HE2) (or
      for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (ACE 2007-HE2)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, 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-1

            	 	 	
              A-1

            	 
	
              REMIC
                II Regular Interest A-2A

            	 	 	
              A-2A

            	 
	
              REMIC
                II Regular Interest A-2B

            	 	 	
              A-2B

            	 
	
              REMIC
                II Regular Interest A-2C

            	 	 	
              A-2C

            	 
	
              REMIC
                II Regular Interest A-2D

            	 	 	
              A-2D

            	 
	
              REMIC
                II Regular Interest M-1

            	 	 	
              M-1

            	 
	
              REMIC
                II Regular Interest M-2

            	 	 	
              M-2

            	 
	
              REMIC
                II Regular Interest M-3

            	 	 	
              M-3

            	 
	
              REMIC
                II Regular Interest M-4

            	 	 	
              M-4

            	 
	
              REMIC
                II Regular Interest M-5

            	 	 	
              M-5

            	 
	
              REMIC
                II Regular Interest M-6

            	 	 	
              M-6

            	 
	
              REMIC
                II Regular Interest M-7

            	 	 	
              M-7

            	 
	
              REMIC
                II Regular Interest M-8

            	 	 	
              M-8

            	 
	
              REMIC
                II Regular Interest M-9

            	 	 	
              M-9

            	 
	
              REMIC
                II Regular Interest P

            	 	 	
              P

            	 


    

    


    “Countrywide”:
      Countrywide Home Loans Servicing LP or any successor thereto appointed hereunder
      in connection with the servicing and administration of the Countrywide Mortgage
      Loans.

     

    “Countrywide
      Mortgage Loans: Those Mortgage Loans serviced and administered by Countrywide
      in
      accordance with the terms and conditions of this Agreement and identified as
      such on the Mortgage Loan Schedule.

     

    “Credit
      Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the sum of the aggregate Certificate
      Principal Balances of the Mezzanine Certificates and the Class CE Certificates
      (which includes the Overcollateralization Amount), and the denominator of which
      is the aggregate Stated 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 Certificates then
      entitled to distributions of principal on such Distribution Date.

     


    
      
        
        

      

      
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    “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 Stated 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. (formerly known as The
      Murrayhill Company), a Colorado corporation, and its successors and
      assigns.

     

    “Custodial
      Agreement”: The Custodial Agreement dated as of February 1, 2007, among the
      Trustee, Wells Fargo and the Servicers, as may be amended or supplemented from
      time to time, or any other custodial agreement entered into after the date
      hereof with respect to any Mortgage Loan subject to this Agreement.

     

    “Custodian”:
      Wells Fargo 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, February 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 any successor thereto. 

     

    “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.

     

    “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) of this
      Agreement.

     

    “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 aggregate Stated Principal Balance
      of
      all Mortgage Loans that, as of the last day of the previous calendar month,
      are
      sixty (60) or more days delinquent, are in foreclosure, have been converted
      to
      REO Properties or have been discharged by reason of bankruptcy, and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans and REO Properties as of the last day of the previous calendar
      month.

     


    
      
        
        

      

      
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    “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 Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Offered 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, and (a) Ocwen, 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
      and
      (b) Countrywide, the 18th day of the calendar month in which such Distribution
      Date occurs, or if such 18th day is not a Business Day, the Business Day
      immediately preceding such 18th 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 Servicer, on behalf of the Trustee,
      shall not be considered to Directly Operate an REO Property solely because
      the
      related 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) of this Agreement in
      the name of the Securities Administrator for the benefit of the
      Certificateholders and designated “Wells Fargo Bank, National Association, in
      trust for registered holders of ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-HE2”. Funds in the Distribution Account shall be held in trust for
      the Certificateholders 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 March
      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
      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 Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC, (iii) a trust account or accounts maintained with a federal
      depository institution or state chartered depository institution acting in
      its
      fiduciary capacity or (iv) an account or accounts acceptable to each Rating
      Agency as confirmed and approved in writing by each Rating Agency. Eligible
      Accounts may bear interest.

     

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

     


    
      
        
        

      

      
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    “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.

     

    “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, the
      Master Servicer, the Securities Administrator, the Custodian 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) of this
      Agreement.

     

    “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
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (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 of this Agreement), 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.

     

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

     

    “Foreclosure
      Restricted Mortgage Loan”: A Mortgage Loan serviced by Ocwen 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 March 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) or
      with respect to Countrywide, shall be limited to the information set forth
      in
      Section 3.19(b)(vi)(A) and (vii).

     

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

     


    
      
        
        

      

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

     

    “Group
      I
      Allocation Percentage”: The aggregate principal balance of the Group I Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      I
      Cap Contract”: The Cap Contract, dated as of March 8, 2007, between the Trustee
      and the Cap Counterparty, including any schedule, confirmations, credit support
      annex or other credit support document relating thereto, and attached hereto
      as
      Exhibit J. 

     

    “Group
      I
      Cap Credit Support Annex”: The credit support annex, dated as of March 8, 2007,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Group I Cap Agreement.

     

    “Group
      I
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group I Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicer or the Servicers
      pursuant to this Agreement or the Custodial Agreement with respect to the Group
      I Mortgage Loans).

     

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

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group I Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group I 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 Group I Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicers, the Securities Administrator or
      the
      Servicer and (iv) the Class A-1 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-1 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     


    
      
        
        

      

      
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    “Group
      II
      Allocation Percentage”: The aggregate principal balance of the Group II Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      II
      Cap Contract”: The Cap Contract, dated as of March 8, 2007, between the Trustee
      and the Cap Counterparty, including any schedule, confirmations, credit support
      annex or other credit support document relating thereto, and attached hereto
      as
      Exhibit J. 

     

    “Group
      II
      Cap Credit Support Annex”: The credit support annex, dated as of March 8, 2007,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Group II Cap Agreement.

     

    “Group
      II
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group II Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicers or the Servicer
      pursuant to this Agreement or the Custodial Agreement with respect to the Group
      II Mortgage Loans).

     

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

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group II Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group II 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 Group II Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicer, the Securities Administrator or the
      Servicers and (iv) the Class A-2 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-2 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     

    “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
      Servicer, the Sponsor, the 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,
      any Servicer, the Sponsor, the originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      any Servicer, the Sponsor, the 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.

     


    
      
        
        

      

      
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    “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 the
      related 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.

     

    “Index”:
      As of any Adjustment Date, the index applicable to the determination of the
      Mortgage Rate on each Adjustable Rate Mortgage Loan will be the average of
      the
      interbank offered rates for six-month United States dollar deposits in the
      London market as published in The
      Wall Street Journal and
      as
      most recently available either (a) as of the first Business Day forty-five
      (45)
      days prior to such Adjustment Date or (b) as of the first Business Day of the
      month preceding the month of such Adjustment Date, as specified in the related
      Mortgage Note.

     

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

     

    “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.

     

    “Interest
      Accrual Period”: With respect to any Distribution Date and the Class A
      Certificates and the Mezzanine 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
      Certificates and the REMIC I Regular Interests, the one-month period ending
      on
      the last day of the calendar month immediately preceding the month in which
      such
      Distribution Date occurs.

     


    
      
        
        

      

      
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    “Interest
      Carry Forward Amount”: With respect to any Distribution Date and any Class A
      Certificate or Mezzanine 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, the Mezzanine
      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.

     

    “Interest
      Distribution Amount”: With respect to any Distribution Date and any Class A
      Certificates, any Mezzanine Certificates and any Class CE 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, the sum of: (i) the
      Group I Interest Remittance Amount and (ii) the Group II Interest Remittance
      Amount.

     

    “Last
      Scheduled Distribution Date”: The Distribution Date occurring in December 2036,
      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.

     

    “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 of this Agreement.

     

    “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 3.21 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 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-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9
      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 respective successors in interest who meet the qualifications
      of
      this Agreement. The Master Servicer and the Securities Administrator shall
      at
      all times be the same Person or an Affiliate.

     

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

     

    “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”: 0.0040% per annum.

     


    
      
        
        

      

      
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    “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-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8 and
      REMIC II Regular Interest M-9 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.

     

    “Maximum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

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

     

    “MERS®
      System”: The system of recording transfers of mortgages electronically
      maintained by MERS.

     

    “Mezzanine
      Certificate”: Any Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 or Class M-9 Certificate.

     

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

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     

    “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.

     


    
      
        
        

      

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

     

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

     

    “Mortgage
      File”: The Mortgage Loan Documents pertaining to a particular Mortgage
      Loan.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee and the
      Mortgage Loan Documents for which have been delivered to the Custodian pursuant
      to Section 2.01 of this Agreement and pursuant to the 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 Custodian under the Custodial Agreement on behalf of the
      Trustee.

     

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated
      as of March 8, 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, separately identifying the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, 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 Custodian 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;

     


    
      
        
        

      

      
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    (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;

     

    (viii) the
      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 Stated
      Principal Balance;

     

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

     

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

     

    (xvii) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment
      Date;

     

    (xviii) with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

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

     

    (xx) with
      respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxi) with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxii) the
      Mortgage Rate at origination;

     

    (xxiii) with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiv) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxv) with
      respect to each Adjustable Rate Mortgage Loan, the Index;

     


    
      
        
        

      

      
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    (xxvi) 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;

     

    (xxvii) a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

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

     

    (xxix) 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;

     

    (xxx) the
      Appraised Value of the Mortgaged Property;

     

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

     

    (xxxii) 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;

     

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

     

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

     

    (xxxv) the
      FICO
      score at origination; 

     

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

     

    (xxxvii) a
      code
      indicating whether the Mortgage Loan is secured by a first or second
      lien;

     

    (xxxviii) the
      Custodian; 

     

    (xxxix) the
      Servicer; and

     

    (xl) whether
      the Mortgage Loan is a Foreclosure Restricted Mortgage Loan.

     

    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.

     


    
      
        
        

      

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

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, 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 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 aggregate Senior Interest
      Distribution Amounts payable to the Holders of the Class A Certificates, (B)
      the
      aggregate Interest Distribution Amounts payable to the holders of the Mezzanine
      Certificates, (C) the Principal Remittance Amount and (D) 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).

     

    “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.

     


    
      
        
        

      

      
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    “Net
      Swap
      Payment”: With respect to each Distribution Date, the net payment required to be
      made pursuant to the terms of the Swap Agreement by either the Swap Provider
      or
      the 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-1 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 Group I Mortgage Loans in the prior
      calendar month minus the fees payable to the Servicers, the Master Servicer
      and
      the Credit Risk Manager with respect to the Group I Mortgage Loans for such
      Distribution Date and the Group I Allocation Percentage of 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 Group I 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 Rate on REMIC II Regular Interest I-GRP, weighted on
      the
      basis of the Uncertificated Balance of such REMIC II Regular
      Interest.

     

    With
      respect to the Class A-2 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 Group II Mortgage Loans in the prior calendar month minus
      the fees payable to the Servicers, the Master Servicer and the Credit Risk
      Manager with respect to the Group II Mortgage Loans for such Distribution Date
      and the Group II Allocation Percentage of 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 Group II 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 Rate on REMIC II Regular Interest II-GRP, weighted on the basis
      of
      the Uncertificated Balance of such REMIC II Regular Interest.

     


    
      
        
        

      

      
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    With
      respect to the Mezzanine Certificates and any Distribution Date a rate per
      annum
      equal to the weighted average (weighted in proportion to the results of
      subtracting from the Scheduled Principal Balance of each loan group, the
      aggregate Certificate Principal Balance of the related Class A Certificates),
      of
      (i) the Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the
      Net WAC Pass-Through Rate for the Class A-2 Certificates. 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 (a) REMIC II Regular Interest I-SUB, subject to
      a
      cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular
      Interest I-GRP, and (b) REMIC II Regular Interest II-SUB, subject to a cap
      and a
      floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP,
      weighted on the basis of the Uncertificated Balance of each such REMIC II
      Regular Interest.

     

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

     

    “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 such 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 such 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.

     

    “Notional
      Amount”: With respect to the Class CE 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 Certificates is equal to
      $789,121,403.23.

     


    
      
        
        

      

      
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    “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: Those Mortgage Loans serviced and administered by Ocwen in
      accordance with the terms and conditions of this Agreement and identified as
      such on the Mortgage Loan Schedule.

     

    “Offered
      Certificates”: The Class A Certificates and the Mezzanine Certificates,
      collectively.

     

    “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 a person or persons having like
      responsibilities).

     

    “One-Month
      LIBOR”: With respect to the Class A Certificates, the Mezzanine 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
      Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
      Date; provided that if such rate does not appear on Telerate Page 3750, 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.

     


    
      
        
        

      

      
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    “One-Month
      LIBOR Pass-Through Rate”: With respect to the Class A-1 Certificates and, for
      purposes of the definition of “Marker Rate”, REMIC II Regular Interest A-1, a
      per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     


    
      
        
        

      

      
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    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 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 Servicer, 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 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 is
      equal to or less than 10% of the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Overcollateralization
      Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
      aggregate Stated 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, the Mezzanine
      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 and the Mezzanine Certificates then entitled to
      distributions of principal 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,
      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 3.25 of this Agreement or in respect of any Distribution Date by a
      successor to such 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).

     


    
      
        
        

      

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

     

    With
      respect to the Class CE 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 (xvii) below,
      and
      the denominator of which is the aggregate Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest ZZ. For purposes of calculating the Pass-Through Rate for
      the
      Class CE 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-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-1;

     

    (iii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2A minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2A;

     

    (iv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2B minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2B;

     

    (v) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2C minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2C;

     

    (vi) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2D minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2D;

     

    (vii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-1;

     

    (viii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-2 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-2;

     


    
      
        
        

      

      
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    (ix) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-3 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-3;

     

    (x) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-4 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-4;

     

    (xi) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-5 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-5;

     

    (xii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-6 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-6;

     

    (xiii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-7 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-7;

     

    (xiv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-8 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-8;

     

    (xv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-9 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-9;

     

    (xvi) 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

     

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

     

    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 and the Mezzanine 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 Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Notional Balances 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
      Balance 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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    “Periodic
      Rate Cap”: With respect to each Adjustable Rate Mortgage Loan and any Adjustment
      Date therefor, the fixed percentage set forth in the related Mortgage Note,
      which is the maximum amount by which the Mortgage Rate for such Adjustable
      Rate
      Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
      Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
      Rate in effect immediately prior to such Adjustment Date.

     

    “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, a Servicer, 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;

     


    
      
        
        

      

      
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    (iii) repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated A-1+ or higher by S&P and P-1 or
      higher by Moody’s, provided, however, that collateral transferred pursuant to
      such repurchase obligation must be of the type described in clause (i) above
      and
      must (A) be valued daily at current market prices plus accrued interest, (B)
      pursuant to such valuation, be equal, at all times, to 105% of the cash
      transferred by a party in exchange for such collateral and (C) be delivered
      to
      such party or, if such party is supplying the collateral, an agent for such
      party, in such a manner as to accomplish perfection of a security interest
      in
      the collateral by possession of certificated securities;

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by 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;

     

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

     

    (vi) units
      of
      money market funds that have been rated “AAAm” or “AAAm-G” by S&P or “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

     

    (vii) if
      previously confirmed in writing to the Trustee, 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;

     

    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. 

     


    
      
        
        

      

      
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    “Prepayment
      Assumption”: A prepayment rate for (a) the Adjustable Rate Mortgage Loans of
      100% PPC, which represents (i) a per annum prepayment rate of 5% of the then
      outstanding principal balance of the Adjustable Rate Mortgage Loans in the
      first
      month of the life of the Adjustable Rate Mortgage Loans, (ii) an additional
      2%
      per annum in each month thereafter through the eleventh month, (iii) building
      to
      a constant prepayment rate of 27% per annum beginning in the twelfth month
      and
      remaining constant until the twenty-third month, (iv) increasing to and
      remaining constant at a prepayment rate of 60% per annum beginning in the
      twenty-fourth month until the twenty-seventh month and (v) decreasing and
      remaining constant at a prepayment rate of 30% per annum from the twenty-eighth
      month and thereafter; provided, however, the prepayment rate will not exceed
      85%
      per annum in any period for any percentage of PPC; and (b) the fixed-rate
      Mortgage Loans of 100% PPC, which represents (i) a per annum prepayment rate
      of
      4% of the then outstanding principal balance of the fixed rate Mortgage Loans
      in
      the first month of the life of such Mortgage Loans, (ii) an additional 1.72727%
      per annum in each month thereafter through the eleventh month and (iii) a
      constant prepayment rate of 23% per annum beginning in the twelfth month and
      in
      each month thereafter during the life of the fixed rate Mortgage Loans;
      provided, however, the prepayment rate will not exceed 85% per annum in any
      period for any percentage of PPC. The Prepayment Assumption is used solely
      for
      determining the accrual of original issue discount on the Certificates for
      federal income tax purposes.

     

    “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 Stated Principal Balance of the related Mortgage Loan; and

     

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

     


    
      
        
        

      

      
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    “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) of this
      Agreement. 

     

    “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 3.22 and Section 4.19, respectively
      of this Agreement. 

     

    “Prepayment
      Period”: For any Distribution Date and (a) Ocwen, (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) Countrywide, the period beginning on the 16th day of the month 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) and ending
      on 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 is the sum of the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount.

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date is the sum of the
      Group I Principal Remittance Amount and the Group II Principal Remittance
      Amount.

     


    
      
        
        

      

      
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    “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 of the related Servicer to the Trustee, an amount equal to
      the
      sum of (i) 100% of the Stated Principal Balance thereof as of the date of
      purchase (or such other price as provided in Section 10.01 of this
      Agreement), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Stated 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 of this Agreement, through the end of the calendar month in
      which the purchase is to be effected and (y) an REO Property, the sum of (1)
      accrued interest on such Stated 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, plus (2) REO Imputed
      Interest for such REO Property for each calendar month commencing with the
      calendar month in which such REO Property was acquired and ending with the
      calendar month in which such purchase is to be effected, net of the total of
      all
      net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
      that as of the date of purchase had been distributed as or to cover REO Imputed
      Interest pursuant to Section 5.01 of this Agreement, (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 of this
      Agreement, expenses reasonably incurred or to be incurred by 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.

     

    “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) if the mortgage loan is an Adjustable Rate Mortgage Loan, have
      a
      Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
      Mortgage Loan, (iv) if the mortgage loan is an Adjustable Rate Mortgage Loan,
      have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
      Deleted Mortgage Loan, (v) if the mortgage loan is an Adjustable Rate Mortgage
      Loan, have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
      Loan, (vi) if the mortgage loan is an Adjustable Rate Mortgage Loan, have a
      next
      Adjustment Date not more than two months later than the next Adjustment Date
      on
      the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater
      than (and not more than one year less than) that of the Deleted Mortgage Loan,
      (viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan,
      (ix)
      have a Loan-to-Value Ratio as of 

     


    
      
        
        

      

      
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    the
      date
      of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
      Mortgage Loan as of such date, (x) be secured by the same lien priority on
      the
      related Mortgaged Property as the Deleted Mortgage Loan, (xi) have a credit
      grade at least equal to the credit grading assigned on the Deleted Mortgage
      Loan, (xii) be a “qualified mortgage” as defined in the REMIC Provisions and
      (xiii) 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 (vii) hereof shall be
      determined on the basis of weighted average remaining term to maturity, the
      Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as
      to
      each such mortgage loan, the credit grades described in clause (x) 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 (xiii) hereof must be satisfied as to each Qualified Substitute Mortgage
      Loan or in the aggregate, as the case may be.

     

    “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”: Moody’s, S&P and DBRS 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 and the Servicers.

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero), as reported by
      the
      related 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) accrued interest from the Due Date as to which interest
      was
      last paid by the Mortgagor through the end of the calendar month in which such
      Final Recovery Determination was made, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on such Mortgage Loan and (B) on a principal amount
      equal to the Stated Principal Balance of such Mortgage Loan as of the close
      of
      business on the Distribution Date during such calendar month, plus (iii) any
      amounts previously withdrawn from the related Collection Account in respect
      of
      such 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, net of amounts that are payable therefrom to the related
      Servicer with respect to such Mortgage Loan pursuant to
      Section 3.09(a)(iii) of this Agreement.

     


    
      
        
        

      

      
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    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) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the related 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 (v)
      the aggregate of all P&I Advances and Servicing Advances (in the case of
      Servicing Advances, without duplication of amounts netted out of the rental
      income, Insurance Proceeds and Liquidation Proceeds described in clause (vi)
      below) made by the related Servicer in respect of such REO Property or the
      related Mortgage Loan for which the related Servicer has been or, in connection
      with such Final Recovery Determination, will be reimbursed pursuant to
      Section 3.21 of this Agreement out of rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property, minus (vi) the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.21 of this Agreement.

     

    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 a 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.

     

    “Record
      Date”: With respect to each Distribution Date and the Class A Certificates and
      the Mezzanine 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.

     


    
      
        
        

      

      
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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, Mezzanine Certificate, Class CE
      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.

     

    “Regulation
      S Temporary Global Certificate”: As defined in
      Section 6.01(c).

     

    “Regulation
      S Permanent Global Certificate”: As defined in
      Section 6.01(c).

     

    “Release
      Date”: The fortieth (40th) day after the later of (i) commencement of the
      offering of the Class CE Certificates and (ii) the Closing Date.

     

    “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 the 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.

     


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    


     

    “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
      Contracts; and (v) the Supplemental Interest Trust.

     

    “REMIC
      I
      Group I Regular Interests”: REMIC I Regular Interest I-CE, REMIC I Regular
      Interest I-AM and REMIC I Regular Interest I-1-A through REMIC I Regular
      Interest I-54-B as designated in the Preliminary Statement hereto.

     

    “REMIC
      I
      Group II Regular Interests”: REMIC I Regular Interest II-CE, REMIC I Regular
      Interest II-AM and REMIC I Regular Interest II-1-A through REMIC I Regular
      Interest II-54-B as designated in the Preliminary Statement hereto.

     

    “REMIC
      I
      Regular Interest”: Any of the 220 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
      Net
      Mortgage Rates of the Group I Mortgage Loans. With respect to each REMIC I
      Group
      I Regular Interest ending with the designation “A”, a per annum rate equal to
      the weighted average of the Net Mortgage Rates of the Group I Mortgage Loans
      multiplied by 2, subject to a maximum rate of 9.700%. With respect to each
      REMIC
      I Group 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 Net Mortgage Rates of the Group I Mortgage Loans over (ii) 9.700%
      and (y) 0.00%. With respect to REMIC I Regular Interest II-CE and REMIC II
      Regular Interest II-AM, a per annum rate equal to the weighted average of the
      Net Mortgage Rates of the Group II Mortgage Loans. With respect to each REMIC
      I
      Group II Regular Interest ending with the designation “A”, a per annum rate
      equal to the weighted average of the Net Mortgage Rates of the Group II Mortgage
      Loans multiplied by 2, subject to a maximum rate of 9.700%. With respect to
      each
      REMIC I Group II 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 Net Mortgage Rates of the Group II Mortgage Loans over
      (ii) 9.700% and (y) 0.00%. 

     


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    


     

    “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 (i) 50% of the aggregate Stated 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
      Marker Allocation Percentage”: 50% of any amount payable or loss attributable
      from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest
      AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II
      Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest
      A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
      Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest
      M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
      Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest
      ZZ and REMIC II Regular Interest P.

     

    “REMIC
      II
      Overcollateralization Amount”: With respect to any date of determination, (i)
      0.50% 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-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8 and REMIC II Regular Interest M-9,
      in each case as of such date of determination.

     

    “REMIC
      II
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate of the
      Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8 and REMIC II Regular Interest M-9
      and the denominator of which is the aggregate of the Uncertificated Balances
      of
      REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9 and REMIC II Regular Interest
      ZZ.

     


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    


     

    “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-1”: 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-1 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-2A”: 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-2A 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-2B”: 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-2B 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-2C”: 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-2C 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.

     


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    


     

    “REMIC
      II
      Regular Interest A-2D”: 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-2D 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 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 M-1”: 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 M-1 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 M-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 M-2 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 M-3”: 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 M-3 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 M-4”: 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 M-4 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 M-5”: 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 M-5 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.

     


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    


     

    “REMIC
      II
      Regular Interest M-6”: 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 M-6 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 M-7”: 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 M-7 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 M-8”: 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 M-8 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 M-9”: 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 M-9 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 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 XX”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest XX 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.

     


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    


     

    “REMIC
      II
      Regular Interest I-SUB”: 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 I-SUB 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 I-GRP”: 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 I-GRP 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 II-SUB”: 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 II-SUB 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 II-GRP”: 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 II-GRP 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-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9, REMIC II Regular Interest ZZ, REMIC II Regular
      Interest I-SUB, REMIC II Regular Interest II-SUB and REMIC II Regular Interest
      XX, 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, REMIC I Regular Interest
      I-AM, REMIC I Regular Interest II-CE and REMIC I Regular Interest II-AM, the
      REMIC I Remittance Rate for each 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:

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	 	 	
              II-1-A
                through II-54-A

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

            
	
              8

            	 	
              I-2-A
                through I-54-A

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

            
	 	 	
              II-2-A
                through II-54-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A

            	 	
              REMIC
                I Remittance Rate

            
	
              9

            	 	
              I-3-A
                through I-54-A

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

            
	 	 	
              II-3-A
                through II-54-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

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                I Remittance Rate

            
	
              10

            	 	
              I-4-A
                through I-54-A

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

            
	 	 	
              II-4-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                I Remittance Rate

            
	
              11

            	 	
              I-5-A
                through I-54-A

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

            
	 	 	
              II-5-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                I Remittance Rate

            
	
              12

            	 	
              I-6-A
                through I-54-A

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

            
	 	 	
              II-6-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                I Remittance Rate

            
	
              13

            	 	
              I-7-A
                through I-54-A

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

            
	 	 	
              II-7-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                I Remittance Rate

            
	
              14

            	 	
              I-8-A
                through I-54-A

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

            
	 	 	
              II-8-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                I Remittance Rate

            
	
              15

            	 	
              I-9-A
                through I-54-A

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

            
	 	 	
              II-9-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                I Remittance Rate

            
	
              16

            	 	
              I-10-A
                through I-54-A

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

            
	 	 	
              II-10-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                I Remittance Rate

            
	
              17

            	 	
              I-11-A
                through I-54-A

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

            
	 	 	
              II-11-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              18

            	 	
              I-12-A
                through I-54-A

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

            
	 	 	
              II-12-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                I Remittance Rate

            
	
              19

            	 	
              I-13-A
                through I-54-A

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

            
	 	 	
              II-13-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                I Remittance Rate

            
	
              20

            	 	
              I-14-A
                through I-54-A

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

            
	 	 	
              II-14-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                I Remittance Rate

            
	
              21

            	 	
              I-15-A
                through I-54-A

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

            
	 	 	
              II-15-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                I Remittance Rate

            
	
              22

            	 	
              I-16-A
                through I-54-A

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

            
	 	 	
              II-16-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                I Remittance Rate

            
	
              23

            	 	
              I-17-A
                through I-54-A

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

            
	 	 	
              II-17-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                I Remittance Rate

            
	
              24

            	 	
              I-18-A
                through I-54-A

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

            
	 	 	
              II-18-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                I Remittance Rate

            
	
              25

            	 	
              I-19-A
                through I-54-A

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

            
	 	 	
              II-19-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                I Remittance Rate

            
	
              26

            	 	
              I-20-A
                through I-54-A

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

            
	 	 	
              II-20-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                I Remittance Rate

            
	
              27

            	 	
              I-21-A
                through I-54-A

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

            
	 	 	
              II-21-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              28

            	 	
              I-22-A
                through I-54-A

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

            
	 	 	
              II-22-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              29

            	 	
              I-23-A
                through I-54-A

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

            
	 	 	
              II-23-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                I Remittance Rate

            
	
              30

            	 	
              I-24-A
                through I-54-A

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

            
	 	 	
              II-24-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                I Remittance Rate

            
	
              31

            	 	
              I-25-A
                through I-54-A

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

            
	 	 	
              II-25-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                I Remittance Rate

            
	
              32

            	 	
              I-26-A
                through I-54-A

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

            
	 	 	
              II-26-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                I Remittance Rate

            
	
              33

            	 	
              I-27-A
                through I-54-A

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

            
	 	 	
              II-27-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              34

            	 	
              I-28-A
                through I-54-A

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

            
	 	 	
              II-28-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                I Remittance Rate

            
	
              35

            	 	
              I-29-A
                through I-54-A

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

            
	 	 	
              II-29-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                I Remittance Rate

            
	
              36

            	 	
              I-30-A
                through I-54-A

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

            
	 	 	
              II-30-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                I Remittance Rate

            
	
              37

            	 	
              I-31-A
                through I-54-A

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

            
	 	 	
              II-31-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                I Remittance Rate

            
	
              38

            	 	
              I-32-A
                through I-54-A

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

            
	 	 	
              II-32-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              39

            	 	
              I-33-A
                through I-54-A

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

            
	 	 	
              II-33-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                I Remittance Rate

            
	
              40

            	 	
              I-34-A
                through I-54-A

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

            
	 	 	
              II-34-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                I Remittance Rate

            
	
              41

            	 	
              I-35-A
                through I-54-A

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

            
	 	 	
              II-35-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                I Remittance Rate

            
	
              42

            	 	
              I-36-A
                through I-54-A

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

            
	 	 	
              II-36-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                I Remittance Rate

            
	
              43

            	 	
              I-37-A
                through I-54-A

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

            
	 	 	
              II-37-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                I Remittance Rate

            
	
              44

            	 	
              I-38-A
                through I-54-A

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

            
	 	 	
              II-38-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                I Remittance Rate

            
	
              45

            	 	
              I-39-A
                through I-54-A

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

            
	 	 	
              II-39-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                I Remittance Rate

            
	
              46

            	 	
              I-40-A
                through I-54-A

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

            
	 	 	
              II-40-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                I Remittance Rate

            
	
              47

            	 	
              I-41-A
                through I-54-A

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

            
	 	 	
              II-41-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                I Remittance Rate

            
	
              48

            	 	
              I-42-A
                through I-54-A

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

            
	 	 	
              II-42-A
                through II-41-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

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              49

            	 	
              I-43-A
                through I-54-A

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

            
	 	 	
              II-43-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                I Remittance Rate

            


    


    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              50

            	 	
              I-44-A
                through I-54-A

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

            
	 	 	
              II-44-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                I Remittance Rate

            
	
              51

            	 	
              I-45-A
                through I-54-A

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

            
	 	 	
              II-45-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                I Remittance Rate

            
	
              52

            	 	
              I-46-A
                through I-54-A

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

            
	 	 	
              II-46-A
                through II-54-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

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                I Remittance Rate

            
	
              53

            	 	
              I-47-A
                through I-54-A

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

            
	 	 	
              II-47-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                I Remittance Rate

            
	
              54

            	 	
              I-48-A
                through I-54-A

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

            
	 	 	
              II-48-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                I Remittance Rate

            
	
              55

            	 	
              I-49-A
                through I-54-A

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

            
	 	 	
              II-49-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                I Remittance Rate

            
	
              56

            	 	
              I-50-A
                through I-54-A

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

            
	 	 	
              II-50-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                I Remittance Rate

            
	
              57

            	 	
              I-51-A
                through I-54-A

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

            
	 	 	
              II-51-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                I Remittance Rate

            
	
              58

            	 	
              I-52-A
                through I-54-A

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

            
	 	 	
              II-52-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                I Remittance Rate

            
	
              59

            	 	
              I-53-A
                through I-54-A

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

            
	 	 	
              II-53-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                I Remittance Rate

            
	
              60

            	 	
              I-54-A
                

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

            
	 	 	
              II-54-A

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    



    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


    


    With
      respect to REMIC II Regular Interest I-GRP, 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 REMIC I Group I Regular Interests 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 each such
      REMIC I Regular Interest for each such Distribution Date and (y) with respect
      to
      REMIC I Group I Regular Interests ending with the designation “A”, for each
      Distribution Date listed below, the weighted average of the rates listed below
      for such REMIC I Regular Interests listed below, weighted on the basis of the
      Uncertificated 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-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              I-2-A
                through I-54-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              9

            	 	
              I-3-A
                through I-54-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-54-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-54-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-54-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-54-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-54-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-54-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

            


    


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              16

            	 	
              I-10-A
                through I-54-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-54-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-54-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-54-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-54-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-54-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-54-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-54-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

            
	 	 	 	 	 
	
              24

            	 	
              I-18-A
                through I-54-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-54-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-54-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-54-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-54-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-54-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-54-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

            


    


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              31

            	 	
              I-25-A
                through I-54-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-54-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-54-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-54-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-54-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-54-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

            	 	
              I-31-A
                through I-54-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

            
	 	 	 	 	 
	
              38

            	 	
              I-32-A
                through I-54-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

            
	 	 	 	 	 
	
              39

            	 	
              I-33-A
                through I-54-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

            
	 	 	 	 	 
	
              40

            	 	
              I-34-A
                through I-54-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

            
	 	 	 	 	 
	
              41

            	 	
              I-35-A
                through I-54-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

            
	 	 	 	 	 
	
              42

            	 	
              I-36-A
                through I-54-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

            
	 	 	 	 	 
	
              43

            	 	
              I-37-A
                through I-54-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

            
	 	 	 	 	 
	
              44

            	 	
              I-38-A
                through I-54-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

            
	 	 	 	 	 
	
              45

            	 	
              I-39-A
                through I-54-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

            
	 	 	 	 	 


    


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              46

            	 	
              I-40-A
                through I-54-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

            
	 	 	 	 	 
	
              47

            	 	
              I-41-A
                through I-54-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

            
	 	 	 	 	 
	
              48

            	 	
              I-42-A
                through I-54-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

            
	 	 	 	 	 
	
              49

            	 	
              I-43-A
                through I-54-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

            
	 	 	 	 	 
	
              50

            	 	
              I-44-A
                through I-54-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

            
	 	 	 	 	 
	
              51

            	 	
              I-45-A
                through I-54-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

            
	 	 	 	 	 
	
              52

            	 	
              I-46-A
                through I-54-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

            
	 	 	 	 	 
	
              53

            	 	
              I-47-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              I-48-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              I-49-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              I-50-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              I-51-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              I-52-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-53-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              I-54-A
                

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    



    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    


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

     

    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th 

            	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              II-1-A
                through II-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              II-2-A
                through II-54-A

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

            
	 	 	
              II-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              9

            	 	
              II-3-A
                through II-54-A

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

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              II-4-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              II-5-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              II-6-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              II-7-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              II-8-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              II-9-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    


    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              16

            	 	
              II-10-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              II-11-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              II-12-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              II-13-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              II-14-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              II-15-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              II-16-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              II-17-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              24

            	 	
              II-18-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              II-19-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              II-20-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              II-21-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              II-22-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              II-23-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              II-24-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    


    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              31

            	
              II-25-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              32

            	
              II-26-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              33

            	
              II-27-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              34

            	
              II-28-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              35

            	
              II-29-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              36

            	
              II-30-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              37

            	
              II-31-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              38

            	
              II-32-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              39

            	
              II-33-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              40

            	
              II-34-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              41

            	
              II-35-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              42

            	
              II-36-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              43

            	
              II-37-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              44

            	
              II-38-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 
	
              45

            	
              II-39-A
                through II-54-A

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

            
	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 


    


    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              46

            	 	
              II-40-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              II-41-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              II-42-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              49

            	 	
              II-43-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              II-44-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              II-45-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              II-46-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              II-47-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              II-48-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              II-49-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              II-50-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              II-51-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              II-52-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              II-53-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              II-54-A

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

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    



    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    


    


    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 P, 0.00%.

     

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

     

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

     

    “REMIC
      II
      Required Overcollateralization Amount”: 0.50% 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.

     


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    


     

    “Remittance
      Report”: A report by each Servicer 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 the
      related Servicer in respect of an REO Property pursuant to Section 3.21 of
      this Agreement.

     

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

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of REMIC I, one month’s interest at the
      applicable Net Mortgage Rate on the Stated Principal Balance of such REO
      Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan, if appropriate) as of the close of business on the Distribution
      Date in such calendar month.

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 10.01 of this Agreement that
      is allocable to such REO Property) or otherwise, net of any portion of such
      amounts (i) payable in respect of the proper operation, management and
      maintenance of such REO Property or (ii) payable or reimbursable to the related
      Servicer pursuant to Section 3.21(d) of this Agreement for unpaid Servicing
      Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances
      and P&I Advances in respect of such REO Property or the related Mortgage
      Loan, over (b) the REO Imputed Interest in respect of such REO Property for
      such
      calendar month.

     

    “REO
      Property”: A Mortgaged Property acquired by the a Servicer or its nominee on
      behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
      described in Section 3.21 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) 5.00% 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, the greater of (x)
      10.00% of the aggregate Stated Principal Balance of the Mortgage Loans (after
      giving effect to principal payments to be distributed on such Distribution
      Date)
      and (y) an amount 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, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Class A
      Certificates and Mezzanine Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    


     

    “Reserve
      Fund”: A fund created pursuant to Section 3.24(a) which shall be an asset
      of the Trust Fund but which shall not be an asset of any Trust
      REMIC.

     

    “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 detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a
      Fannie Mae eligible condominium project, (iv) a detached one-family dwelling
      in
      a planned unit development or (v) a townhouse, 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.

     

    “Responsible
      Officer”: When used with respect to the Trustee, any officer of the Trustee
      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.

     

    “Rule
      144A”: As defined in Section 6.01(c).

     

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

     


    
      
        
        

      

      
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    “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, whether or not received, (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, net of any portion thereof that represents
      principal due (without regard to any acceleration of payments under the related
      Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
      which such proceeds were received and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation occurring before such
      Due
      Date, but only to the extent such Realized Loss represents a reduction in the
      portion of principal of such Mortgage Loan not yet due (without regard to any
      acceleration of payments under the related Mortgage and Mortgage Note) as of
      the
      date of such Deficient Valuation; and (c) as of any Due Date subsequent to
      the
      occurrence of a Liquidation Event with respect to such Mortgage Loan, 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, minus the aggregate amount of REO
      Principal Amortization, if any, in respect of REO Property for all previously
      ended calendar months; 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 for the Class A Certificates and (ii) the Interest Carry Forward Amount,
      if
      any, for such Distribution Date for the Class A Certificates.

     


    
      
        
        

      

      
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    “Servicer”:
      Ocwen or Countrywide, or any successor to any such Servicer 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)
      of this Agreement.

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date and (a) Ocwen, by 12:00
      p.m. New York time on the 22nd
      day of
      each month; provided that if the 22nd
      day of a
      given month is a Saturday, the Servicer Remittance Date shall be the immediately
      preceding Business Day and if the 22nd day of a given month is a Sunday or
      otherwise not a Business Day (except for Saturdays), the Servicer Remittance
      Date shall be the next business day and (b) Countrywide, the 22nd day of the
      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; provided further,
      that if the Servicer Remittance Date falls on a Friday, the Servicer Remittance
      Date shall be the Business Day immediately preceding such Friday.

     

    “Servicer
      Report”: A report (substantially in the form of Schedule 5 hereto) or otherwise
      in form and substance acceptable to the Master Servicer and Securities
      Administrator on an electronic data file or tape prepared by each Servicer
      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 each Servicer.

     

    “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)
      a
      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 a Servicer after the Cut-off Date,
      as
      applicable) by such Servicer in connection with a default, delinquency or other
      unanticipated event by such 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 such 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 such
      Servicer in connection with executing and recording instruments of satisfaction,
      deeds of reconveyance or Assignments to the extent not recovered from the
      Mortgagor or otherwise payable under this Agreement. No Servicer shall be
      required to make any Nonrecoverable Servicing Advances.

     


    
      
        
        

      

      
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    “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 such Servicer prior
      to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans
      that were transferred to a Servicer after the Cut-off Date, as applicable,
      to
      the Master Servicer and, if such schedule is provided by the Depositor, to
      (x)
      Ocwen, on the date on which Ocwen seeks reimbursement for a Servicing Advance
      made by Ocwen, which schedule or schedules shall contain the information set
      forth on Schedule 6 and (y) Countrywide, on the earlier of the date on which
      Countrywide or five (5) Business Days following the servicing transfer date,
      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.

     

    “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. 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
      engaged by a party hereto (other than Countrywide), that is determined to be
      “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB and, with respect to any Servicing Function Participant engagaged
      by any party hereto (other than Countrywide), without regard to any threshold
      referenced therein. With respect to any Sub-Servicer or Subcontractor that
      is
      engaged by Countrywide, such Sub-Servicer or Subcontractor will be a Servicing
      Function Participant for purposes of Regulation AB if such Sub-Servicer or
      Subcontractor is determined by Countrywide to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB.

     

    “Servicing
      Officer”: Any officer of a Servicer or the Master Servicer involved in, or
      responsible for, the administration and servicing of the related Mortgage Loans,
      whose name and specimen signature appear on a list of Servicing Officers
      furnished by such 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.

     


    
      
        
        

      

      
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    “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.
      

     

    “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.

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Scheduled Principal Balance of such Mortgage Loan
      as
      of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
      of
      (i) the principal portion of each Monthly Payment due on a Due Date subsequent
      to the Cut-off Date, to the extent received from the Mortgagor or advanced
      by
      the related Servicer or a successor to such Servicer and distributed pursuant
      to
      Section 5.01 of this Agreement on or before such date of determination,
      (ii) all Principal Prepayments received after the Cut-off Date, to the extent
      distributed pursuant to Section 5.01 of this Agreement on or before such
      date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the related Servicer as recoveries of principal in accordance with
      the provisions of Section 3.13 of this Agreement, to the extent distributed
      pursuant to Section 5.01 of this Agreement on or before such date of
      determination, and (iv) any Realized Loss incurred with respect thereto as
      a
      result of a Deficient Valuation made during or prior to the Prepayment Period
      for the most recent Distribution Date coinciding with or preceding such date
      of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such Mortgage Loan would be distributed,
      zero.
      With respect to any REO Property: (a) as of any date of determination up to
      but
      not including the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed, an
      amount (not less than zero) equal to the Stated Principal Balance of the related
      Mortgage Loan as of the date on which such REO Property was acquired on behalf
      of REMIC I, minus the sum of (i) if such REO Property was acquired before the
      Distribution Date in any calendar month, the principal portion of the Monthly
      Payment due on the Due Date in the calendar month of acquisition, to the extent
      advanced by the related Servicer or a successor to such Servicer and distributed
      pursuant to Section 5.01 of this Agreement, on or before such date of
      determination and (ii) the aggregate amount of REO Principal Amortization in
      respect of such REO Property for all previously ended calendar months, to the
      extent distributed pursuant to Section 5.01 of this Agreement on or before
      such date of determination; and (b) as of any date of determination coinciding
      with or subsequent to the Distribution Date on which the proceeds, if any,
      of a
      Liquidation Event with respect to such REO Property would be distributed,
      zero.

     


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    


    


     

    “Stepdown
      Date”: The earlier to occur of (i) the later to occur of (x) the Distribution
      Date occurring in March 2010 and (y) 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 51.00 % and (ii) the first Distribution
      Date
      following the Distribution Date on which the aggregate Certificate Principal
      Balance of the Class A Certificates has been reduced to zero.

     

    “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 (and, with respect to any
      Subcontrator engaged by any party hereto (other than Countrywide), without
      regard to any threshold percentage specified therein) with respect to the
      related Mortgage Loans under the direction or authority of any Servicer (or
      a
      Sub-Servicer of any Servicer), the Master Servicer, the Trustee, the Custodian
      or the Securities Administrator.

     

    “Subordinate
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received during the related
      Prepayment Period by the Servicer specifically related to a defaulted Mortgage
      Loan or disposition of an REO Property prior to the related Prepayment Period
      that resulted in a Realized Loss, after the liquidation or disposition of such
      defaulted Mortgage Loan, net of any amounts reimbursable to the Servicer related
      to such Mortgage Loan or REO Property.

     

    “Sub-Servicer”:
      Means any Person that (i) is a Servicing Function Participant and (ii) 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 serviced by such
      Servicer pursuant to this Agreement as provided in Section 3.02 of this
      Agreement.

     

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

     

    “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 or in the Swap Agreement
      provided.

     


    
      
        
        

      

      
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    “Swap
      Agreement”: The Interest Rate Swap Agreement, dated as of March 8, 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. 

     

    “Swap
      Credit Support Annex”: The credit support annex, dated as of March 8, 2007,
      between the Supplemental Interest Trust Trustee and the Swap Provider, which
      is
      annexed to and forms part of the Swap Agreement.

     

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

     

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

     

    
      	
              Distribution
                Date

            	 	
              Swap
                Notional Amount ($)

            
	
              March
                2007

            	 	
              0.00

            
	
              April
                2007

            	 	
              0.00

            
	
              May
                2007

            	 	
              0.00

            
	
              June
                2007

            	 	
              0.00

            
	
              July
                2007

            	 	
              0.00

            
	
              August
                2007

            	 	
              0.00

            
	
              September
                2007

            	 	
              633,135,825.00
                

            
	
              October
                2007

            	 	
              608,109,637.00
                

            
	
              November
                2007

            	 	
              583,938,325.00
                

            
	
              December
                2007

            	 	
              560,673,005.00
                

            
	
              January
                2008

            	 	
              538,279,575.00
                

            
	
              February
                2008

            	 	
              516,725,223.00
                

            
	
              March
                2008

            	 	
              495,978,379.00
                

            
	
              April
                2008

            	 	
              475,970,997.00
                

            
	
              May
                2008

            	 	
              456,712,439.00
                

            
	
              June
                2008

            	 	
              438,135,913.00
                

            
	
              July
                2008

            	 	
              420,139,322.00
                

            
	
              August
                2008

            	 	
              401,951,819.00
                

            
	
              September
                2008

            	 	
              379,292,801.00
                

            
	
              October
                2008

            	 	
              334,444,273.00
                

            
	
              November
                2008

            	 	
              294,617,515.00
                

            
	
              December
                2008

            	 	
              260,476,724.00
                

            
	
              January
                2009

            	 	
              233,462,721.00
                

            
	
              February
                2009

            	 	
              222,022,756.00
                

            
	
              March
                2009

            	 	
              211,620,964.00
                

            
	
              April
                2009

            	 	
              201,641,807.00
                

            
	
              May
                2009

            	 	
              192,069,642.00
                

            
	
              June
                2009

            	 	
              182,885,258.00
                

            
	
              July
                2009

            	 	
              174,072,609.00
                

            
	
              August
                2009

            	 	
              165,616,380.00
                

            
	
              September
                2009

            	 	
              157,501,915.00
                

            


    


    
      
        
        

      

      
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              Distribution
                Date

            	 	
              Swap
                Notional Amount ($)

            
	
              October
                2009

            	 	
              149,715,551.00
                

            
	
              November
                2009

            	 	
              142,247,351.00
                

            
	
              December
                2009

            	 	
              135,080,104.00
                

            
	
              January
                2010

            	 	
              128,201,369.00
                

            
	
              February
                2010

            	 	
              121,599,311.00
                

            
	
              March
                2010

            	 	
              115,262,593.00
                

            
	
              April
                2010

            	 	
              109,180,401.00
                

            
	
              May
                2010

            	 	
              103,342,748.00
                

            
	
              June
                2010

            	 	
              97,739,114.00
                

            
	
              July
                2010

            	 	
              92,359,930.00
                

            
	
              August
                2010

            	 	
              87,196,030.00
                

            
	
              September
                2010

            	 	
              82,238,628.00
                

            
	
              October
                2010

            	 	
              77,479,309.00
                

            
	
              November
                2010

            	 	
              72,910,012.00
                

            
	
              December
                2010

            	 	
              68,522,982.00
                

            
	
              January
                2011

            	 	
              64,310,802.00
                

            
	
              February
                2011

            	 	
              60,266,365.00
                

            
	
              March
                2011

            	 	
              56,382,856.00
                

            
	
              April
                2011

            	 	
              52,653,743.00
                

            
	
              May
                2011

            	 	
              49,072,762.00
                

            
	
              June
                2011

            	 	
              45,633,911.00
                

            
	
              July
                2011

            	 	
              42,331,413.00
                

            
	
              August
                2011

            	 	
              39,159,758.00
                

            
	
              September
                2011

            	 	
              36,113,535.00
                

            
	
              October
                2011

            	 	
              33,187,091.00
                

            
	
              November
                2011

            	 	
              30,375,133.00
                

            
	
              December
                2011

            	 	
              27,674,272.00
                

            
	
              January
                2012

            	 	
              25,080,054.00
                

            
	
              February
                2012

            	 	
              22,588,180.00
                

            


    

    


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

     


    
      
        
        

      

      
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    “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.

     

    “Telerate
      Page 3750”: The display designated as page “3750” on the Dow Jones Telerate
      Capital Markets Report (or such other page as may replace page 3750 on that
      report for the purpose of displaying London interbank offered rates of major
      banks).

     

    “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
      (x) the Delinquency Percentage exceeds 31.37% of the Credit Enhancement
      Percentage with respect to such Distribution Date or (y) the aggregate amount
      of
      Realized Losses 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:

     

    
      	
              Distribution
                Date

            	 	
              Percentages

            
	
              March
                2009 to February 2010

            	 	
              1.85%
                plus 1/12 of 2.30% for each month thereafter

            
	
              March
                2010 to February 2011

            	 	
              4.15%
                plus 1/12 of 2.40% for each month thereafter

            
	
              March
                2011 to February 2012

            	 	
              6.55%
                plus 1/12 of 1.90% for each month thereafter

            
	
              March
                2012 to February 2013

            	 	
              8.45%
                plus 1/12 of 0.55% for each month thereafter

            
	
              March
                2013 and thereafter

            	 	
              9.00%

            


    

    



    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    “Trust”:
      ACE Securities Corp., Home Equity Loan Trust, Series 2007-HE2, the trust created
      hereunder.

     

    “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 Contracts. 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 of this Agreement 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 of this
      Agreement and the Uncertificated Balance of REMIC II Regular Interest ZZ shall
      be increased by interest deferrals as provided in Section 5.01 of this
      Agreement. 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 3.22 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 of this Agreement. 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 of
      this Agreement.

     

    “Uncertificated
      Notional Amount”: 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:

     


    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    


    


     

    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1st
                through 7th 

            	 	
              I-1-A
                through I-54-A and II-1-A through II-54-A 

            
	
              8

            	 	
              I-2-A
                through I-54-A and II-2-A through II-54-A 

            
	
              9

            	 	
              I-3-A
                through I-54-A and II-3-A through II-54-A 

            
	
              10

            	 	
              I-4-A
                through I-54-A and II-4-A through II-54-A 

            
	
              11

            	 	
              I-5-A
                through I-54-A and II-5-A through II-54-A 

            
	
              12

            	 	
              I-6-A
                through I-54-A and II-6-A through II-54-A 

            
	
              13

            	 	
              I-7-A
                through I-54-A and II-7-A through II-54-A 

            
	
              14

            	 	
              I-8-A
                through I-54-A and II-8-A through II-54-A

            
	
              15

            	 	
              I-9-A
                through I-54-A and II-9-A through II-54-A 

            
	
              16

            	 	
              I-10-A
                through I-54-A and II-10-A through II-54-A 

            
	
              17

            	 	
              I-11-A
                through I-54-A and II-11-A through II-54-A 

            
	
              18

            	 	
              I-12-A
                through I-54-A and II-12-A through II-54-A 

            
	
              19

            	 	
              I-13-A
                through I-54-A and II-13-A through II-54-A 

            
	
              20

            	 	
              I-14-A
                through I-54-A and II-14-A through II-54-A 

            
	
              21

            	 	
              I-15-A
                through I-54-A and II-15-A through II-54-A 

            
	
              22

            	 	
              I-16-A
                through I-54-A and II-16-A through II-54-A 

            
	
              23

            	 	
              I-17-A
                through I-54-A and II-17-A through II-54-A 

            
	
              24

            	 	
              I-18-A
                through I-54-A and II-18-A through II-54-A 

            
	
              25

            	 	
              I-19-A
                through I-54-A and II-19-A through II-54-A 

            
	
              26

            	 	
              I-20-A
                through I-54-A and II-20-A through II-54-A 

            
	
              27

            	 	
              I-21-A
                through I-54-A and II-21-A through II-54-A 

            
	
              28

            	 	
              I-22-A
                through I-54-A and II-22-A through II-54-A 

            
	
              29

            	 	
              I-23-A
                through I-54-A and II-23-A through II-54-A 

            
	
              30

            	 	
              I-24-A
                through I-54-A and II-24-A through II-54-A 

            
	
              31

            	 	
              I-25-A
                through I-54-A and II-25-A through II-54-A 

            
	
              32

            	 	
              I-26-A
                through I-54-A and II-26-A through II-54-A 

            
	
              33

            	 	
              I-27-A
                through I-54-A and II-27-A through II-54-A 

            
	
              34

            	 	
              I-28-A
                through I-54-A and II-28-A through II-54-A 

            
	
              35

            	 	
              I-29-A
                through I-54-A and II-29-A through II-54-A

            
	
              36

            	 	
              I-30-A
                through I-54-A and II-30-A through II-54-A 

            
	
              37

            	 	
              I-31-A
                through I-54-A and II-31-A through II-54-A 

            
	
              38

            	 	
              I-32-A
                through I-54-A and II-32-A through II-54-A 

            
	
              39

            	 	
              I-33-A
                through I-54-A and II-33-A through II-54-A 

            
	
              40

            	 	
              I-34-A
                through I-54-A and II-34-A through II-54-A 

            
	
              41

            	 	
              I-35-A
                through I-54-A and II-35-A through II-54-A 

            
	
              42

            	 	
              I-36-A
                through I-54-A and II-36-A through II-54-A 

            
	
              43

            	 	
              I-37-A
                through I-54-A and II-37-A through II-54-A 

            
	
              44

            	 	
              I-38-A
                through I-54-A and II-38-A through II-54-A 

            
	
              45

            	 	
              I-39-A
                through I-54-A and II-39-A through II-54-A 

            
	
              46

            	 	
              I-40-A
                through I-54-A and II-40-A through II-54-A 

            
	
              47

            	 	
              I-41-A
                through I-54-A and II-41-A through II-54-A 

            
	
              48

            	 	
              I-42-A
                through I-54-A and II-42-A through II-54-A 

            
	
              49

            	 	
              I-43-A
                through I-54-A and II-43-A through II-54-A 

            
	
              50

            	 	
              I-44-A
                through I-54-A and II-44-A through II-54-A 

            
	
              51

            	 	
              I-45-A
                through I-54-A and II-45-A through II-54-A 

            
	
              52

            	 	
              I-46-A
                through I-54-A and II-46-A through II-54-A 

            
	
              53

            	 	
              I-47-A
                through I-54-A and II-47-A through II-54-A 

            
	
              54

            	 	
              I-48-A
                through I-54-A and II-48-A through II-54-A 

            
	
              55

            	 	
              I-49-A
                through I-54-A and II-49-A through II-54-A 

            
	
              56

            	 	
              I-50-A
                through I-54-A and II-50-A through II-54-A 

            
	
              57

            	 	
              I-51-A
                through I-54-A and II-51-A through II-54-A 

            
	
              58

            	 	
              I-52-A
                through I-54-A and II-52-A through II-54-A 

            
	
              59

            	 	
              I-53-A
                through I-54-A and II-53-A through II-54-A 

            
	
              60

            	 	
              I-54-A
                and II-54-A 

            
	
              thereafter

            	 	
              $0.00

            


    

    


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

     


    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    


    


     

    “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 of this
      Agreement.

     

    “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.

     

    “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 twelve (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 twelve
      (12) months or more prior to origination.

     

    “Verification
      Report”: As defined in Section 4.19. 

     

    “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, the Mezzanine Certificates and the Class CE 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. 

     


    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    


    


     

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

     

    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, the
      Mezzanine Certificates and the Class CE 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 3.22 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 Certificates, second, to the Class M-9 Certificates, third, to the Class
      M-8
      Certificates, fourth, to the Class M-7 Certificates, fifth, to the Class M-6
      Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class M-4
      Certificates, eighth, to the Class M-3 Certificates, ninth, to the Class M-2
      Certificates, tenth, to the Class M-1 Certificates and eleventh, to the Class
      A
      Certificates, on a pro
      rata
      basis,
      in each case 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
      aggregate amount of any Realized Losses allocated to the Mezzanine Certificates
      and Net WAC Rate Carryover Amounts paid to the Class A Certificates and the
      Mezzanine Certificates incurred for any Distribution Date shall be allocated
      to
      the Class CE 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
      Group I 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 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group I Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest I-CE, REMIC I Regular Interest I-AM and
      to
      the REMIC I Group I Regular Interests ending with the designation “B”,
pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group I Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest.

     


    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    


    


     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group 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 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group II Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest II-CE, REMIC I Regular Interest II-AM and
      to
      the REMIC I Group II Regular Interests ending with the designation “B”,
pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group II Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest. 

     

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

     

    (A) The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicers
      pursuant to Section 3.22 of this Agreement or the Master Servicer pursuant
      to Section 4.19 of this Agreement) 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-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest ZZ 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; and

     

    (B) The
      REMIC
      II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicers
      pursuant to Section 3.22 of this Agreement or by the Master Servicer
      pursuant to Section 4.19 of this Agreement) and the REMIC II Sub WAC
      Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
      of the Mortgage Loans for any Distribution Date shall be allocated first, to
      Uncertificated Interest payable to REMIC II Regular Interest I-SUB, REMIC II
      Regular Interest I-GRP, REMIC II Regular Interest II-SUB, REMIC II Regular
      Interest II-GRP and REMIC II Regular Interest XX, 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.

     


    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    


    


     

    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, 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 Contracts, the right to any payments made by the
      Cap
      Counterparty under the Cap Contracts, 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 the 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 Custodian pursuant to the Custodial Agreement the
      documents with respect to each Mortgage Loan as described under Section 2
      of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with
      such delivery and as further described in the Custodial Agreement, the Custodian
      will be required to review such Mortgage Loan Documents and deliver to the
      Trustee, the Depositor, the Servicers and the Sponsor certifications (in the
      forms attached to the Custodial Agreement) with respect to such review with
      exceptions noted thereon. In addition, under the Custodial Agreement the
      Depositor will be required to cure certain defects with respect to the Mortgage
      Loan Documents for the related Mortgage Loans after the delivery thereof by
      the
      Depositor to the Custodian as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including, but not limited to certain
      insurance policies and documents contemplated by Section 4.11 of this
      Agreement, and preparation and delivery of the certifications shall be performed
      by the Custodian pursuant to the terms and conditions of the Custodial
      Agreement.

     

    The
      Depositor shall deliver or cause the related originator to deliver to the
      related Servicer copies of all trailing documents relating to Mortgage Loans
      serviced by such Servicer and required to be included in the related Mortgage
      File at the same time the originals or certified copies thereof are delivered
      to
      the Trustee or Custodian, such documents including the mortgagee policy of
      title
      insurance and any Mortgage Loan Documents upon return from the recording office.
      Neither Servicer shall be responsible for any custodian fees or other costs
      incurred in obtaining such documents and the Depositor shall cause each Servicer
      to be reimbursed for any such costs it may incur in connection with performing
      its obligations under this Agreement.

     


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    


    


     

    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 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 Custodian on its behalf
      holds) and will hold such documents and the other documents delivered to it
      constituting a Mortgage Loan Document, and that it holds (or the Custodian
      on
      its behalf holds) or will hold all such assets and such other assets included
      in
      the definition of “REMIC I” in trust for the exclusive use and benefit of all
      present and future Certificateholders.

     

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     


    
      
        
        

      

      
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    (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, the
      Trustee shall promptly notify the Sponsor and the 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 such Servicer of such deposit, shall release or cause the
      Custodian (upon receipt of a request for release in the form attached to the
      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) of this Agreement. 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 and the
      Certificateholders. Notwithstanding anything to the contrary contained herein,
      any breach of a representation or warranty contained in clauses (viii),
      (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi), (lxi), (lxiv), (lxvii),
      (lxix) and/or (lxx) of Section 6 of the Mortgage Loan Purchase Agreement
      shall be automatically deemed to affect materially and adversely the interests
      of the Certificateholders.

     

    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, such 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) of this Agreement 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 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
      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 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 Custodial Agreement, with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee
      and the related Servicer a final certification pursuant to the 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 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 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 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
      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 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
      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, a 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. Such repurchase or substitution shall be made
      by
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) of this Agreement. 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, the Sponsor shall be required to take the actions set forth
      in this Section 2.03 of this Agreement.

     

    (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
      such
      Servicer set forth in Section 2.05 of this Agreement which materially and
      adversely affects the interests of the Certificateholders 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 Servicer,
      the
      Depositor and the Trustee, for the benefit of each of the Trustee 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 the
      Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Cap
      Counterparty, the Swap Provider 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 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 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 related to an Ocwen Mortgage
      Loan is located or is otherwise not required under applicable law to effect
      such
      qualification and, in any event, is in compliance with the doing business laws
      of any such State, to the extent necessary to ensure its ability to enforce
      each
      Ocwen Mortgage Loan and to service the Ocwen 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 Ocwen
      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 Ocwen 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 Ocwen
      Mortgage Loans that are registered with MERS; and 

     


    
      
        
        

      

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

     

    (b) Countrywide
      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 and the Certificateholders that as of the Closing Date or as of such
      date specifically provided herein:

     

    (i) Countrywide
      is a limited partnership 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
      Countrywide Servicer in any state in which a Mortgaged Property related to
      a
      Countrywide Mortgage Loan is located or is otherwise not required under
      applicable law to effect such qualification and, in any event, is in compliance
      with the doing business laws of any such State, to the extent necessary to
      ensure its ability to enforce each Countrywide Mortgage Loan and to service
      the
      Coutrywide Mortgage Loans in accordance with the terms of this
      Agreement;

     

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

     


    
      
        
        

      

      
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    (iv) Countrywide
      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 Countrywide that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or the
      ability of Countrywide to service the Countrywide 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, Countrywide
      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 Countrywide 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 Countrywide
      of,
      or compliance by Countrywide 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) Countrywide
      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) Countrywide
      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
      Countrywide Mortgage Loans that are registered with MERS; and

     

    (x) Countrywide
      will not waive any Prepayment Charge related to a Countrywide Mortgage Loan
      other than in accordance with the standard set forth in Section
      3.01.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, if the covenant of a
      Servicer set forth in Section 2.05(a)(x) or 2.05(b)(x) above, as
      applicable, is breached, such 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 related Collection Account within 90 days of the earlier of
      discovery by such Servicer or receipt of notice by such Servicer of such breach;
      provided, however, such Servicer shall not have any obligation to pay the amount
      of any uncollected Prepayment Charge under this Section 2.05 if such
      Servicer did not have a copy of the related Mortgage Note, such Servicer
      requested a copy of the same from the Custodian in accordance with the terms
      of
      the Custodial Agreement and the Custodian failed to provide such a copy within
      the time frame set forth in the Custodial Agreement. Furthermore,
      notwithstanding any other provisions of this Agreement, any payments made by
      a
      Servicer in respect of any waived Prepayment Charges pursuant to this paragraph
      shall be deemed to be paid outside of the Trust Fund.

     


    
      
        
        

      

      
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    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 Custodian and shall inure to the benefit of the Trustee,
      the Master Servicer, the Securities Administrator, the Depositor, the
      Certificateholders. Upon discovery by any such Person or any Servicer of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan serviced by
      such
      Servicer, Prepayment Charge related to a Mortgage Loan serviced by such Servicer
      or the interests therein of the Certificateholders, 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. Subject to
      Section 8.01, unless such breach shall not be susceptible of cure within
      ninety (90) days, the obligation of the related Servicer set forth in
      Section 2.03(e) to cure breaches shall constitute the sole remedy against
      such Servicer available to the Certificateholders, the Depositor or the Trustee
      on behalf of the Certificateholders respecting a breach of the representations,
      warranties and covenants contained in this Section 2.05.

     

    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 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 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.

     


    
      
        
        

      

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

     

    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-HE2” 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;

     


    
      
        
        

      

      
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    (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.

     

    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, 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. Each
      Servicer to Act as a Servicer.

     

    The
      obligations of each of Ocwen and Countrywide hereunder to service and administer
      the Mortgage Loans shall be limited to the Ocwen Mortgage Loans and the
      Countrywide 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 (i) the Ocwen Mortgage Loans (and the related proceeds
      thereof and related REO Properties) in the case of Ocwen and (ii) the
      Countrywide Mortgage Loans (and the related proceeds and related REO Properties
      in the case of Countrywide). 

     

    On
      and
      after the Closing Date, each Servicer 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 (as determined by each such 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 a Servicer or any of its Affiliates may have with the related
      Mortgagor;

     

    (ii) the
      ownership of any Certificate by a Servicer or any of its
      Affiliates;

     

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

     

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

     

    To
      the
      extent consistent with the foregoing, each Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      related to the Mortgage Loans serviced by such Servicer 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, Ocwen shall not impose a Prepayment Charge
      in
      any instance when an Ocwen Mortgage Loan is accelerated or where the related
      Mortgagor has made a Principal Prepayment in full in connection with the workout
      of a delinquent Ocwen Mortgage Loan or due to a default by the related
      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, such Servicer
      and the Master Servicer shall not 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 Ocwen waives a Prepayment Charge in connection with clauses (ii) or (iii)
      of the preceding paragraph, Ocwen shall provide a written explanation of its
      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 Mortgage
      Loan. Without limiting the generality of the foregoing, a Servicer in its own
      name is hereby authorized and empowered by the Trustee when such Servicer
      believes it appropriate in its best judgment, to execute and deliver, on behalf
      of the Trust Fund, the Certificateholders 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.
      Each Servicer 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. Each Servicer
      shall also comply in the performance of this Agreement with all reasonable
      rules
      and requirements of each insurer under any standard hazard insurance policy.
      Subject to Section 3.14, the Trustee shall execute, at the written request
      of a Servicer, and furnish to such Servicer a power of attorney in the form
      of
      Exhibit D hereto and other documents necessary or appropriate to enable such
      Servicer to carry out its servicing and administrative duties hereunder, and
      furnished to the Trustee by such Servicer, and the Trustee shall not be liable
      for the actions of such 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 such Servicer’s use or misuse of any such power of
      attorney.

     

    Each
      Servicer is hereby authorized and empowered in its own name or in the name
      of a
      Sub-Servicer engaged by such Servicer, when such Servicer or such Sub-Servicer,
      as the case may be, believes it is appropriate in its best judgment to register
      any related Mortgage Loan on the MERS® System, or cause the removal from the
      registration of any related Mortgage Loan on the MERS® System, to execute and
      deliver, on behalf of the Trustee and the Certificateholders 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 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.

     


    
      
        
        

      

      
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    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 Mortgaged Properties, which Servicing
      Advances shall be reimbursable in the first instance from related collections
      from the related Mortgagors pursuant to Section 3.07 of this Agreement, and
      further as provided in Section 3.09 of this Agreement; provided, however, a
      Servicer shall only make such Servicing Advance on a Mortgage Loan serviced
      by
      such Servicer 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 related Servicer shall be required to make such
      Servicing Advances only to the extent that such Servicing Advances, in the
      good
      faith judgment of such 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 a Servicer in effecting the
      payment of taxes and assessments on a Mortgaged Property related to a Mortgage
      Loan serviced by such Servicer shall not, for the purpose of calculating the
      Stated 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 related Servicer 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 related
      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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    Notwithstanding
      anything in this Agreement to the contrary, no Servicer may make any future
      advances with respect to a Mortgage Loan nor shall 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 of this Agreement, the
      related Mortgagor is in default with respect to the related Mortgage Loan or
      such default is, in the judgment of the related 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.

     

    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 serviced by
      it 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. With respect to the
      Ocwen Mortgage Loans, Ocwen shall cause any Sub-Servicer engaged by it to comply
      with the provisions of this Agreement as required by Regulation AB (including,
      without limitation, to provide the information required to be delivered under
      Sections 3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer
      were the Servicer of the Ocwen Mortgage Loans. With respect to the Countrywide
      Mortgage Loans, if required by Regulation AB, Countrywide shall cause any
      Sub-Servicer used by Countrywide (or by any Sub-Servicer) for the benefit of
      the
      Master Servicer and the Depositor to comply with the provisions of this Section
      and with Sections 3.17, 3.18, 3.19(b)(vii) and 3.27 of this Agreement (provided,
      however, that Countrywide acknowledges that it shall cause any Sub-Servicer
      engaged by it to comply with Section 3.19(b)(i) although it is not required
      by
      Regulation AB to comply with Section 3.19(b)(i)), and to provide the information
      required with respect to such Sub-Servicer under Section 3.19(b)(vi) of this
      Agreement. Each Servicer shall be responsible for obtaining from each
      Sub-Servicer engaged by it and delivering to the Master Servicer any annual
      statement of compliance, assessment of compliance, attestation report and
      Sarbanes-Oxley related certification as and when required to be delivered.
      Each
      Sub-Servicer shall be (i) 

     


    
      
        
        

      

      
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    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 a Servicer or a Sub-Servicer or reference to actions taken
      through a Servicer or otherwise, each Servicer shall remain obligated and liable
      to the Depositor, the Trustee and the Certificateholders 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 a Sub-Servicer engaged by such Servicer and to the same extent and under
      the same terms and conditions as if the Servicer alone were servicing and
      administering the 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) (i) With
      respect to the Ocwen Mortgage Loans, notwithstanding the foregoing, Ocwen 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
      Ocwen’s obligation to perform all or substantially all of the servicing of the
      Ocwen Mortgage Loans to such Subcontractor. Ocwen shall promptly, upon request,
      provide to the Master Servicer, the Trustee and the Depositor a written
      description (in form and substance reasonably satisfactory to the Master
      Servicer, the Trustee and the Depositor) of the role and function of each
      Subcontractor utilized by Ocwen, 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
      Ocwen 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 Ocwen of any
      such Subcontractor shall not release Ocwen from any of its obligations hereunder
      and Ocwen shall remain responsible hereunder for all acts and omissions of
      such
      Subcontractor as fully as if such acts and omissions were those of Ocwen, and
      Ocwen shall pay all fees and expenses of the Subcontractor from Ocwen’s own
      funds.

     

    (ii) 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, Ocwen shall cause any such Subcontractor used by the Servicer
      for
      the benefit of the Master Servicer, the Trustee and the Depositor to comply
      with
      the provisions of Sections 3.18 and 3.19 of this Agreement to the same extent
      as
      if such Subcontractor were Ocwen. Ocwen 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 related certification required to be delivered by such
      Subcontractor under Sections 3.18 and 3.19, in each case as and when required
      to
      be delivered.

     


    
      
        
        

      

      
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    (c) (i) With
      respect to the Countrywide Mortgage Loans, if required by Regulation AB,
      Countrywide shall promptly, upon request, provide to the Master Servicer and
      the
      Depositor a written description of the role and function of each Subcontractor
      utilized by Countrywide or any Sub-Servicer, specifying (i) the identity of
      each
      such Subcontractor (ii) which (if any) of such Subcontractors are Servicing
      Function Participants, and (iii) which elements of the Servicing Criteria will
      be addressed in assessments of compliance provided by each Subcontractor
      identified pursuant to clause (ii) of this subsection; provided, however, that
      Countrywide 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
      Countrywide of any such Subcontractor shall not release Countrywide from any
      of
      its obligations hereunder and Countrywide shall remain responsible hereunder
      for
      all acts and omissions of such Subcontractor as fully as if such acts and
      omissions were those of Countrywide, and Countrywide shall pay all fees and
      expenses of the Subcontractor from Countrywide’s own funds.

     

    (ii) Countrywide
      shall cause any Servicing Function Participant for the benefit of the Master
      Servicer, the Trustee and the Depositor to comply with the provisions of
      Sections 3.18 and 3.19 of this Agreement. Countrywide shall be responsible
      for
      obtaining from each such Servicing Function Participant and delivering to the
      Master Servicer, the Trustee and the Depositor any assessment of compliance,
      attestation report and Sarbanes-Oxley related certification required to be
      delivered by such Subcontractor under Sections 3.18 and 3.19, in each case
      as
      and when required to be delivered.

     

    (d) For
      purposes of this Agreement, each 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 engaged by such 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 related 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 the Servicer Event of Default). Each Servicer shall be
      entitled to enter into an agreement with its Sub-Servicer and Subcontractor
      for
      indemnification of such 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 or the
      Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or a Subcontractor, as applicable shall
      be deemed to be between the Sub-Servicer and the related Servicer or
      Subcontractor, as applicable alone and the Master Servicer, Trustee 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
      Subcontractor except as set forth in Section 3.05 of this
      Agreement.

     

    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 a Servicer hereunder by a successor
      servicer pursuant to Section 8.02, it is understood and agreed that the
      related Servicer’s rights and obligations under any Sub-Servicing Agreement then
      in force between such 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.

     

    Each
      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 related 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 relatedMortgage Loans and held for its own
      account. Consistent with the foregoing, each Servicer may in its discretion
      (i)
      waive any late payment charge or, if applicable, penalty interest related to
      a
      Mortgage Loan serviced by such Servicer or (ii) extend the due dates for the
      Monthly Payments due on a Mortgage Note related to a Mortgage Loan serviced
      by
      such Servicer 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. 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, such Servicer,
      consistent with Accepted Servicing Practices may waive, modify or vary any
      term
      of such Mortgage Loan (including, but not limited to, modifications that change
      the Mortgage Rate, forgive the payment of principal or interest or extend the
      final maturity date of such Mortgage Loan), accept payment from the related
      Mortgagor of an amount less than the Stated Principal Balance in final
      satisfaction of such Mortgage Loan, or consent to the postponement of strict
      compliance with any such term or otherwise grant indulgence to any Mortgagor
      if
      in such Servicer’s determination such waiver, modification, postponement or
      indulgence is not materially adverse to the interests of the Certificateholders
      (taking into account any estimated Realized Loss that might result absent such
      action). No Servicer shall be required to institute or join in litigation with
      respect to collection of any payment (whether under a Mortgage, Mortgage Note
      or
      otherwise or against any public or governmental authority with respect to a
      taking or condemnation) if it reasonably believes that enforcing the provision
      of the Mortgage or other instrument pursuant to which such payment is required
      is prohibited by applicable law.

     


    
      
        
        

      

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

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the related 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 (1) Business Day after such Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans serviced by such Servicer
      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 serviced by such Servicer, 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 such
      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, the related 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, no Servicer shall be obligated to collect Escrow
      Payments if the related Mortgage Loan does not require such payments but the
      related Servicer shall nevertheless be obligated to make Servicing Advances
      as
      provided in Section 3.01 and Section 3.11. In the event each Servicer
      shall deposit in the related Servicing Accounts any amount not required to
      be
      deposited therein, it may at any time withdraw such amount from the related
      Servicing Accounts, any provision to the contrary notwithstanding.

     


    
      
        
        

      

      
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    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the related
      Servicer (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
      such Servicer determines the advance to be nonrecoverable. The related 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
      Account 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 and the
      Certificateholders. On behalf of the Trust Fund, each Servicer shall deposit
      or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and 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 such 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;

     

    (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 of this Agreement 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) of this Agreement in respect of any blanket
      policy deductibles;

     


    
      
        
        

      

      
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    (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 Custodian or the Securities
      Administrator) of Mortgage Loans purchased in accordance with Section 2.03,
      Section 3.13 or Section 10.01 of this Agreement; and

     

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

     

    The
      foregoing requirements for deposit in a 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 a 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 such 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 accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, each Servicer 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
      with respect to Ocwen, and on the Servicer Remittance Date with respect to
      Countrywide, 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 Servicers in connection with
      the Principal Prepayment of any of the Mortgage Loans then on deposit in the
      Collection Accounts and the amount of any funds reimbursable to an Advance
      Financing Person pursuant to Section 3.25 of this Agreement. If the balance
      on deposit in a Collection Account exceeds $100,000 as of the commencement
      of
      business on any Business Day and the Collection Account constitutes an Eligible
      Account solely pursuant to clause (ii) of the definition of “Eligible Account,”
the related Servicer shall, on or before 5:00 p.m. New York time on such
      Business Day, withdraw from such Collection Account any and all amounts payable
      or reimbursable to the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator or the Sponsor pursuant to
      Section 3.09 of this Agreement and shall pay such amounts to the Persons
      entitled thereto or shall establish a separate Collection Account (which shall
      also be an Eligible Account) and withdraw from the existing Collection Account
      the amount on deposit therein in excess of $100,000 and deposit such excess
      in
      the newly created Collection Account.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date on which such payment was due with respect to Ocwen
      and
      on or after the first Business Day following the Business Day on which such
      payment was due with respect to Countrywide, the Securities Administrator shall
      send written notice thereof to the related Servicer. The related Servicer shall
      pay to the Securities Administrator interest on any such late payment by such
      Servicer at an annual rate equal to Prime Rate (as defined in The
      Wall Street Journal)
      plus
      one percentage point, but in no event greater than the maximum amount permitted
      by applicable law. Such interest shall be paid by the related Servicer to the
      Securities Administrator on the date such late payment is made and shall cover
      the period commencing with the day following the 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 a Servicer of such interest, shall not be deemed an
      extension of time for payment or a waiver of any Event of Default by such
      Servicer.

     


    
      
        
        

      

      
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    (c) Funds
      in
      the Collection Accounts and in the Distribution Account may be invested in
      Permitted Investments in accordance with the provisions set forth in
      Section 3.10. The Servicers shall give notice to the Trustee, the
      Securities Administrator and the Master Servicer of the location of the
      Collection Accounts when established and prior to any change thereof. The
      Securities Administrator shall give notice to the Servicers and the Depositor
      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 Servicers
      in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account. In the event a 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. In addition, the Servicers
      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 of this
      Agreement;

     

    (ii) any
      amounts required to be deposited pursuant to Section 3.21(d) or 3.21(f) of
      this Agreement 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 of this Agreement; and

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.22 of this Agreement
      in connection with any Prepayment Interest Shortfalls.

     


    
      
        
        

      

      
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    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
      of this Agreement:

     

    (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) of this
      Agreement or permitted to be so remitted pursuant to the first sentence of
      Section 3.08(d) of this Agreement;

     

    (ii) subject
      to Section 3.13(d) of this Agreement, 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 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(d) of this Agreement, 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 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 related Mortgage
      Loan that has previously been purchased or replaced pursuant to
      Section 2.03 or Section 3.13(c) of this Agreement 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 such Servicer which such
      Servicer has determined to be a Nonrecoverable P&I Advance or a
      Nonrecoverable Servicing Advance in accordance with the provisions of
      Section 5.03 of this Agreement; 

     

    (B) any
      unpaid Servicing Fees 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) of this Agreement; 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 such Servicer in accordance with
      the terms of this Agreement; provided that such 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 of this Agreement;

     

    (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) of
      this Agreement; 

     

    (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)) of this Agreement;


     

    (xi) to
      reimburse itself 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); and

     

    (xii) to
      clear
      and terminate the related Collection Account pursuant to Section 10.01 of
      this Agreement.

     

    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 (xi)
      above.

     

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

     

    (xiii) to
      make
      distributions to Certificateholders in accordance with Section 5.01 of this
      Agreement;

     


    
      
        
        

      

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

     

    (xv) to
      reimburse itself or the Master Servicer pursuant to Section 8.01(a) and
      Section 8.02 of this Agreement;

     

    (xvi) to
      pay
      any Net Swap Payment or Swap Termination Payment payable to the Supplemental
      Interest Trust (unless the Swap Provider is the sole Defaulting Party or the
      sole Affected Party (as defined in the Swap Agreement)) owed to the Swap
      Provider;

     

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

     

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

     

    (xix) to
      pay
      the Master Servicing Fee to the Master Servicer; and

     

    (xx) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01 of this
      Agreement.

     

    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 related 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
      in 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 related Servicer, 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.

     

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

     


    
      
        
        

      

      
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    (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,
      the
      related Servicer shall cause to be maintained for each Mortgaged Property
      related to a Mortgage Loan serviced by such Servicer 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. The related Servicer
      shall also cause to be maintained fire and hazard insurance on each REO Property
      related to a Mortgage Loan serviced by such Servicer 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 outstanding
      principal balance of the related Mortgage Loan (including, with respect to
      each
      second lien Mortgage Loan, the outstanding principal balance of the related
      first lien) 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. Each
      Servicer will comply in the performance of this Agreement with all reasonable
      rules and requirements of each insurer under any such hazard policies. Any
      amounts to be collected by a Servicer under any such policies (other than
      amounts to be applied to the restoration or repair of the property subject
      to
      the related Mortgage or amounts to be released to the Mortgagor in accordance
      with Accepted Servicing Practices, subject to the terms and conditions of the
      related Mortgage and Mortgage Note) shall be deposited in 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 3.21, 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 a Servicer shall obtain and maintain a blanket policy with an insurer
      having a General Policy Rating of B:VI or better in Best’s Key Rating Guide or
      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 such Servicer shall, in the event
      that there shall not have been maintained on the related Mortgaged Property
      or
      REO Property a policy complying with this Section 3.11, and there shall
      have been one or more losses which would have been covered by such policy,
      deposit to 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, the related Servicer agrees to prepare and present, on behalf
      of
      itself, the Trustee, the Trust Fund, the Certificateholders, 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, unless such Servicer, has obtained a waiver of such requirements from
      Fannie Mae or Freddie Mac. Each Servicer shall also maintain a fidelity bond
      in
      the form and amount that would meet the requirements of Fannie Mae or Freddie
      Mac, unless such Servicer, has obtained a waiver of such requirements from
      Fannie Mae or Freddie Mac. A Servicer shall be deemed to have complied with
      this
      provision if an Affiliate of such 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 such Servicer. Any such errors
      and omissions policy and fidelity bond shall by its terms not be cancelable
      without thirty days’ prior written notice to the Trustee.

     

    (c) No
      Servicer shall take any action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of such Servicer would have been covered thereunder. Each Servicer
      shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan serviced by such Servicer. Except as required
      by
      applicable law or the related Mortgage Loan Documents, the related Servicer
      shall not cancel or refuse to renew any such primary mortgage insurance policy
      that is in effect at the date of the initial issuance of the related Mortgage
      Note and is required to be kept in force hereunder.

     

    Each
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      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 serviced by such Servicer. Pursuant to
      Section 3.08 of this Agreement, 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 of this
      Agreement. 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.

     

    (d) The
      related Servicer 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 related Servicer shall
      comply with the following conditions in connection with any such release of
      Insurance Proceeds in excess of $10,000:

     


    
      
        
        

      

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

     

    (ii) such
      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, such Servicer shall place the Insurance Proceeds in
      the
      related Escrow Account, if any.

     

    (e) Each
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      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 serviced by such Servicer. 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. 

     

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

     

    The
      related 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 such Servicer shall
      not exercise any such rights if prohibited by law from doing so. If the related
      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, such 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. The related 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 such 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 

     


    
      
        
        

      

      
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    and
      as it
      applies to other mortgage loans owned solely by it. The related Servicer shall
      not take or enter into any assumption and modification agreement, however,
      unless (to the extent practicable in the circumstances) it shall have received
      confirmation, in writing, of the continued effectiveness of any applicable
      hazard insurance policy. Any fee collected by the related Servicer in respect
      of
      an assumption or substitution of liability agreement will be retained by such
      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 Custodian) that any such
      substitution or assumption agreement has been completed by forwarding to the
      Trustee (or the Custodian) the executed original of such substitution or
      assumption agreement, which document shall be added to the related Mortgage
      File
      and shall, for all purposes, be considered a part of such Mortgage File to
      the
      same extent as all other documents and instruments constituting a part
      thereof.

     

    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) The
      related Servicer shall use commercially reasonable efforts, consistent with
      Accepted Servicing Practices, to foreclose upon or otherwise comparably convert
      the ownership of 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 pursuant to
      Section 3.06. The related 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 such Servicer
      as
      contemplated in Sections 3.09 and 3.21. 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. 

     

    (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 related
      Servicer has received actual notice of, or has actual knowledge of, the presence
      of any toxic or hazardous substance on the related Mortgaged Property, such
      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 or the Certificateholders 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:

     


    
      
        
        

      

      
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    (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.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall
      be advanced by the related Servicer, subject to the 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
      serviced by such Servicer.

     

    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 such Servicer’s 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 serviced by such Servicer.

     

    (c) The
      related Servicer shall have the right to purchase from REMIC I any defaulted
      Mortgage Loan serviced by it that is 90 days or more delinquent, which such
      Servicer determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to such Servicer and the Trustee
      prior to purchase), at a price equal to the Purchase Price. The Purchase Price
      for any Mortgage Loan purchased hereunder shall be deposited in the related
      Collection Account, and the Trustee, upon receipt of written certification
      from
      the related Servicer of such deposit, shall release or cause to be released
      to
      the related Servicer 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 related Servicer shall furnish
      and
      as shall be necessary to vest in the related Servicer title to any Mortgage
      Loan
      released pursuant hereto.

     


    
      
        
        

      

      
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    (d) 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 P&I Advances and Servicing Advances, pursuant to
      Section 3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on
      the 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 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 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, Ocwen shall not 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
      0.69% of the adjusted basis of the assets in REMIC I. Instead, Ocwen shall
      dispose of the Foreclosure Restricted Mortgage Loan for cash in a foreclosure
      sale. In addition, if Ocwen 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 0.94% of the
      adjusted basis of the assets of REMIC I immediately after the Distribution
      Date,
      then prior to the next Distribution Date, Ocwen 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 0.94% of the adjusted basis of the assets of REMIC I. In either event,
      Ocwen 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 Ocwen 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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    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
      the related Servicer of a notification that payment in full has been escrowed
      in
      a manner customary for such purposes for payment to Certificateholders on the
      next Distribution Date, the related Servicer will promptly furnish to the
      Custodian, on behalf of the Trustee, two copies of a request for release
      substantially in the form attached to the Custodial Agreement signed by 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
      Custodian, on behalf of the Trustee, deliver to the related Servicer the related
      Mortgage File. Upon receipt of such certification and request, the 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 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.

     

    (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 Custodian, on behalf of the Trustee, shall, upon the request of the relatd
      Servicer, and delivery to the 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 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 Servicer to return the Mortgage File to the Custodian
      on behalf of the Trustee, when the need therefor by the related Servicer no
      longer exists unless the 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 Custodian, on behalf
      of
      the Trustee, to the related Servicer.

     


    
      
        
        

      

      
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    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 Custodian, in accordance with the provisions of the 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 the
      related Servicer, or for any wrongful or negligent actions taken by the related
      Servicer, while the related 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 with respect to each Mortgage Loan serviced by it payable
      solely from payments of interest in respect of such Mortgage Loan, subject
      to
      Section 3.22. In addition, each Servicer 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) and out of amounts derived from
      the operation and sale of an REO Property to the extent permitted by
      Section 3.21. Except as permitted under Section 7.04, the right to receive
      the Servicing Fee may not be transferred in whole or in part except in
      connection with the transfer of all of a Servicer’s responsibilities and
      obligations under this Agreement to the extent permitted herein.

     

    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 the Servicers. Each Servicer shall also be entitled
      pursuant to Section 3.09(a)(iv) to withdraw from the related Collection
      Account and pursuant to Section 3.21(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, each Servicer 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.

     


    
      
        
        

      

      
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    SECTION
      3.16. Collection
      Account Statements.

     

    Upon
      request, not later than fifteen (15) days after each Distribution Date, each
      Servicer shall forward to the Master Servicer, the Securities Administrator
      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 Servicers to the Securities
      Administrator.

     

    SECTION
      3.17. Annual
      Statement as to Compliance.

     

    (a) (i) Ocwen
      shall deliver (and shall cause any Sub-Servicer engaged by it to deliver) to
      the
      Master Servicer and to the Depositor 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 Ocwen’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
      Ocwen, any Sub-Servicer engaged by Ocwen, 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 Ocwen’s obligations hereunder or, in the case of a Sub-Servicer, under
      such other applicable agreement.

     

    (ii) Failure
      of Ocwen to comply timely with this Section 3.17 shall be deemed a Servicer
      Event of Default as to Ocwen, automatically, without notice and without any
      cure
      period, and the Master Servicer may, in addition to whatever rights the Master
      Servicer may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of Ocwen under this Agreement and in and to the Mortgage Loans
      and the proceeds thereof without compensating Ocwen for the same (other than
      Ocwen’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.

     

    (iii) In
      the
      event Ocwen or any Sub-Servicer engaged by Ocwen 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.

     


    
      
        
        

      

      
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    (b) Countrywide
      shall deliver (and shall cause any Servicing Function Participant engaged by
      it
      to deliver) to the Master Servicer and to the Depositor on or before March
      5 of
      each year, commencing in March 2008, an Officer’s Certificate (an “Annual
      Statement of Compliance”) stating, as to the signer thereof, that (A) a review
      of such party’s activities during the immediately preceding calendar year or
      applicable portion thereof and of Countrywide’s performance under this Agreement
      or such other applicable agreement in the case of a Servicing Function
      Participant, has been made under such officer’s supervision and (B) to the best
      of such officer’s knowledge or such other applicable agreement in the case of a
      Servicing Function Participant, based on such review, such party has fulfilled
      all its obligations under this Agreement, in all material respects throughout
      such year or portion thereof, or, if there has been a failure to fulfill any
      such obligation in any material respect, specifying each such failure known
      to
      such officer and the nature and status thereof. Promptly after receipt of each
      such Officer’s Certificate from Countrywide, any Servicing Function Participant
      engaged by Countrywide, 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 Countrywide’s
      obligations hereunder or, in the case of a Servicing Function Participant,
      under
      such other applicable agreement.

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

    (a) (i) By
      March
      15 of each year, commencing in March 2008, Ocwen, 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, 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
      Ocwen
      nor any Servicing Function Participant engaged by Ocwen 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.

     

    (ii) By
      March
      15 of each year, commencing in March 2008, Ocwen, at its own expense, shall
      cause, and Ocwen 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 Ocwen 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,
      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
      Ocwen nor any Servicing Function Participant engaged by Ocwen shall be required
      to deliver or cause the delivery of such reports until March 31st in any given
      year so long as Ocwen has received written confirmation from the Depositor
      that
      a Form 10-K is not 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.

     


    
      
        
        

      

      
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    (iii) Failure
      of Ocwen to comply timely with this Section 3.18 shall be deemed a Servicer
      Event of Default as to Ocwen, automatically, without notice and without any
      cure
      period, and the Master Servicer may, in addition to whatever rights the Master
      Servicer may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of Ocwen under this Agreement and in and to the Mortgage Loans
      and the proceeds thereof without compensating Ocwen for the same (other than
      Ocwen’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.

     

    (iv) In
      the
      event Ocwen or any Servicing Function Participant engaged by Ocwen 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(a)(iv) or to such other applicable agreement, notwithstanding
      any such termination, assignment or resignation for the related
      year.

     

    (b) On
      or
      before March 5 of each calendar year, commencing in 2008, Countrywide
      shall:

     

    (i) deliver
      to the Master Servicer and the Depositor a report regarding Countrywide’s
      assessment of compliance with the Relevant Servicing Criteria during the
      immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
      addressed to the Master Servicer and the Depositor and signed by an authorized
      officer of Countrywide, and shall address each of the applicable Relevant
      Servicing Criteria (wherein “investor” shall mean the Master Servicer).
      Notwithstanding the foregoing, neither Countrywide nor any Servicing Function
      Participant engaged by Countrywide 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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    (ii) deliver
      to the Master Servicer and the Depositor a report of a registered public
      accounting firm that attests to, and reports on, the assessment of compliance
      made by Countrywide and delivered pursuant to the preceding paragraph. Such
      attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
      Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding
      the foregoing, neither Countrywide nor any Servicing Function Participant
      engaged by Countrywide shall be required to deliver or cause the delivery of
      such reports until March 31st in any given year so long as Countrywide has
      received written confirmation from the Depositor that a Form 10-K is not
      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; and 

     

    (iii) if
      required by Regulation AB, cause each Sub-Servicer and each Subcontractor
      determined by Countrywide to be a Servicing Function Participant, to deliver
      to
      the Master Servicer and the Depositor an assessment of compliance and
      accountants’ attestation as and when provided in Section 3.18(b) and
      3.18(c).

     

    (c) Each
      assessment of compliance provided by a Sub-Servicer pursuant to Section
      3.18(b)(i) shall address each of the applicable Relevant Servicing Criteria
      (wherein “investor” shall mean the Master Servicer) delivered to the Master
      Servicer concurrently with the execution of this Agreement or, in the case
      of a
      Sub-Servicer subsequently appointed as such, on or prior to the date of such
      appointment. An assessment of compliance provided by a Servicing Function
      Participant pursuant to Section 3.18(b)(iii) need not address any elements
      of
      the Relevant Servicing Criteria other than those specified by Countrywide
      pursuant to Section 3.02.

     

    (d) If
      reasonably requested by the Master Servicer, Countrywide shall provide to the
      Master Servicer, evidence of the authorization of the person signing the
      certificate or statement provided pursuant to Sections 3.17, 3.18 or 3.19(b)
      of
      this Agreement.

     

    SECTION
      3.19. Annual
      Certification; Additional Information.

     

    (a) (i) Ocwen
      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,
      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 Ocwen 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 3.19 with
      respect to the period of time it was subject to this Agreement or any applicable
      Sub-Servicing Agreement, as the case may be.

     


    
      
        
        

      

      
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    (ii) Ocwen
      shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      Ocwen or any of its officers, directors, agents or affiliates of its obligations
      under this Section 3.19 or Ocwen’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 and
      the
      Depositor, then Ocwen agrees that it shall contribute to the amount paid or
      payable by the Master Servicer, the Securities Administrator, the Trustee and
      the Depositor 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 and the Depositor on the
      one
      hand and Ocwen on the other in connection with a breach of Ocwen’s obligations
      under this Section 3.19.

     

    (iii) Ocwen
      shall provide to the Master Servicer prompt notice of the occurrence of any
      of
      the following: 

     

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

     

    (ii) If
      Ocwen
      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, Ocwen 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): 

     

    (1) 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);

     


    
      
        
        

      

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

     

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

     

    (iv) Ocwen
      shall provide to the Securities Administrator and the 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 Ocwen pursuant to this Agreement, and such other information
      related to Ocwen or its performance hereunder.

     

    (b) (i) On
      or
      before March 5 of each calendar year, commencing in 2008, Countrywide shall
      deliver, and cause each Sub-Servicer and Subcontractor described in Section
      3.18(b)(iii) above to deliver, to the Master Servicer, Depositor or any other
      Person that will be responsible for signing the certification (each, a
“Back-Up
      Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002), signed by the appropriate
      officer of Countrywide or such Sub-Servicer or Subcontractor, in the form
      attached hereto as Exhibit
      C;
      provided that such certification delivered by Countrywide may not be filed
      as an
      exhibit to, or included in, any filing with the Commission. Countrywide
      acknowledges that the party identified in the preceding sentence may rely on
      the
      certification provided by the Servicer in signing a Back-Up Certification and
      filing such with the Commission.

     

    (ii) Countrywide
      shall indemnify the Master Servicer and each of the following parties: the
      Sponsor and the Trust; each Person responsible for the execution or filing
      of
      any report required to be filed with the Commission, or for execution of a
      certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
      Act; each Person who controls any of such parties (within the meaning of Section
      15 of the Securities Act and Section 20 of the Exchange Act); and the respective
      present and former directors, officers and employees of each of the foregoing
      and of the Depositor, and shall hold each of them harmless from and against
      any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon:

     

    (A) (1) (x)
      any
      untrue statement of a material fact contained or alleged to be contained in
      any
      written information, written report, certification or other material provided
      under this Agreement by or on behalf of Countrywide, or provided under this
      Agreement by or on behalf of any Sub-Servicer, Servicing Function Participant
      (collectively, the “Countrywide Information”), or (y) the omission or alleged
      omission to state in the Countrywide Information a material fact required to
      be
      stated in the Countrywide Information or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided,
      by way of clarification,
      that
      clause (y) of this paragraph shall be construed solely by reference to the
      Countrywide Information and not to any other information communicated in
      connection with a sale or purchase of securities, without regard to whether
      the
      Countrywide Information or any portion thereof is presented together with or
      separately from such other information;

     


    
      
        
        

      

      
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    (2) any
      failure by Countrywide, any Sub-Servicer or any Servicing Function Participant
      to deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Agreement, including any failure by
      Countrywide to identify pursuant to Section 3.02(c) any Servicing Function
      Participant; or

     

    (3) any
      breach by Countrywide of a representation or warranty set forth in Section
      3.27(a) or in a writing furnished pursuant to Section 3.27(b) and made as of
      a
      date prior to the Closing Date, to the extent that such breach was not cured
      by
      the Closing Date, or any breach by the Servicer of a representation or warranty
      in a writing furnished pursuant to Section 3.27(b) to the extent made as of
      a
      date subsequent to the Closing Date.

     

    In
      the
      case of any failure of performance described in clause (ii)(A)(2) of this
      Section, Countrywide shall promptly reimburse the Master Servicer, the
      Depositor, as applicable, and each Person responsible for the execution or
      filing of any report required to be filed with the Commission, or for execution
      of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
      Exchange Act, for all costs reasonably incurred by each such party in order
      to
      obtain the information, report, certification, accountants’ letter or other
      material not delivered as required by Countrywide, any Sub-Servicer or any
      Servicing Function Participant.

     

    (B) (1) Any
      failure by Countrywide, any Sub-Servicer or any Servicing Function Participant
      to deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Agreement, which continues unremedied
      for three Business Days after receipt by Countrywide and the applicable
      Sub-Servicer or Subcontractor, of written notice of such failure from the Master
      Servicer or Depositor shall, except as provided in clause (2) of this paragraph,
      constitute an Event of Default with respect to Countrywide under this Agreement,
      and shall entitle the Master Servicer or Depositor, as applicable, in its sole
      discretion to terminate the rights and obligations of Countrywide as a servicer
      under this Agreement and/or any applicable Reconstitution Agreement related
      thereto without payment (notwithstanding anything in this Agreement related
      thereto to the contrary) of any compensation to Countrywider (and appoint a
      successor servicer reasonably acceptable to the Master Servicer); provided,
      however,
      it is
      understood that Countrywide shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by Countrywide
      under this Agreement. Notwithstanding anything to the contrary set forth herein,
      to the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of Countrywide
      as a servicer, such provision shall be given effect.

     


    
      
        
        

      

      
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    (2) Any
      failure by Countrywide, any Sub-Servicer or any Servicing Function Participant
      to deliver any information, report, certification or accountants’ letter
      required under Regulation AB when and as required under Sections 3.17, 3.18
      or
      3.19(b), including any failure by Countrywide to identify a Servicing Function
      Participant, which continues unremedied for nine calendar days after receipt
      by
      Countrywide of written notice of such failure from the Master Servicer or
      Depositor shall constitute an Event of Default with respect to Countrywide
      under
      this Agreement, and shall entitle the Master Servicer or Depositor, as
      applicable, in its sole discretion to terminate the rights and obligations
      of
      Countrywide as a servicer under this Agreement without payment (notwithstanding
      anything in this Agreement to the contrary) of any compensation to Countrywide;
      provided, however
      it is
      understood that Countrywide shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by Countrywide
      under this Agreement. Notwithstanding anything to the contrary set forth herein,
      to the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of Countrywide
      as a servicer, such provision shall be given effect.

     

    (3) Countrywide
      shall promptly reimburse the Master Servicer and the Depositor, as applicable,
      for all reasonable expenses incurred by the Master Servicer (or such designee)
      or the Depositor as such are incurred, in connection with the termination of
      Countrywide as a servicer and the transfer of servicing of the Countrywide
      Mortgage Loans to a successor servicer. The provisions of this paragraph shall
      not limit whatever rights Countrywide, the Master Servicer or the Depositor
      may
      have under other provisions of this Agreement or otherwise, whether in equity
      or
      at law, such as an action for damages, specific performance or injunctive
      relief.

     

    (iii) The
      Trust
      will indemnify and hold harmless Countrywide, any Sub-Servicer, any Servicing
      Function Participant, and, each Person who controls any of such parties (within
      the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the respective present and former directors, officers and employees
      of
      each of the foregoing from and against any losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon any untrue statement or alleged untrue statement of any material fact
      contained in any filing with the Commission or the omission or alleged omission
      to state in any filing with the Commission a material fact required to be stated
      or necessary to be stated in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading, in each case
      to
      the extent, but only to the extent, that such untrue statement, alleged untrue
      statement, omission, or alleged omission relates to any filing with the
      Commission other than the Countrywide Information.

     

    (iv) If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the indemnified party, then the indemnifying party agrees that it
      shall
      contribute to the amount paid or payable by such indemnified party as a result
      of any claims, losses, damages or liabilities incurred by such indemnified
      party
      in such proportion as is appropriate to reflect the relative fault of such
      indemnified party on the one hand and the indemnifying party on the
      other.

     


    
      
        
        

      

      
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    (v) The
      indemnifications provided for in Sections 3.19(b)(ii) and 3.19(b)(iii) shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

     

     (vi) (A) As
      promptly as practicable following notice to or discovery by Countrywide, for
      the
      purpose of satisfying its reporting obligations under the Exchange Act,
      Countrywide shall (or shall cause each Sub-Servicer to) provide to the Master
      Servicer and the Depositor (as required by Regulation AB) prompt written notice
      of the occurrence of any of the following: (w) any Servicer Event of
      Default with respect to Countrywide under the terms of this Agreement to the
      extent not known by the Master Servicer or the Depositor, (x) any merger,
      consolidation or sale of substantially all of the assets of Countrywide,
      (y) Countrywide’s entry into a written agreement with any Sub-Servicer and
      (z) any material litigation or governmental proceedings involving Countrywide
      that is material to the Certificateholders;

     

    (B) Within
      ten (10) Business Days following request by the Master Servicer or the
      Depositor, Countrywide shall (or shall cause each Sub-Servicer to) provide
      to
      the Master Servicer and the Depositor, in writing reasonably required for
      compliance with Regulation AB, a description of any affiliation or relationship
      required to be disclosed under Item 1119 between Countrywide and any of the
      parties listed in Items 1119 (a)(1)-(6) of Regulation AB that develops following
      the Closing Date (other than an affiliation or relationship that the Master
      Servicer, the Depositor or the issuing entity is required to disclose under
      Item
      1119 of Regulation AB) no later than 15 calendar days prior to the date the
      Depositor is required to file its Form 10-K disclosing such affiliation or
      relationship. For purposes of the foregoing, Countrywide (x) shall be entitled
      to assume that the parties with whom affiliations or relations must be disclosed
      are the Sponsor, the Depositor, the Master Servicer, the Securities
      Administrator, the Trustee, the Custodian, the Swap Provider, the Cap
      Counterparty, The CIT Group/Consumer Finance, Inc., Peoples Choice Home Loan,
      Inc. and First NLC Financial Services, LLC if it provides a written request
      (which may be by e-mail) to the Depositor or Master Servicer, as applicable,
      requesting such confirmation and either obtains such confirmation or receives
      no
      response within three (3) Business Days, (y) shall not be obligated to disclose
      any affiliations or relationships that may develop after the Closing Date with
      any parties not identified to Countrywide in writing within ten days in advance
      of the Securitization Transaction, and (z) shall be entitled to rely upon any
      written identification of parties provided by the Depositor, the Master Servicer
      or any master servicer or provided in (x) above;

     

    (C) If
      Countrywide has knowledge of the occurrence of any of the events described
      in
      this clause (C), 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,
      Countrywide 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: 

     


    
      
        
        

      

      
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    (1) any
      modifications, extensions or waivers of Mortgage Loan terms, fees, penalties
      or
      payments during the distribution period;

     

    (2) material
      breaches of Mortgage Loan representations or warranties or servicer transaction
      covenants; and

     

    (3) information
      regarding any Mortgage Loan changes (such as, additions, substitutions or
      repurchases).

     

    (vii) As
      a
      condition to the succession to Countrywide or any Sub-Servicer as a servicer
      or
      sub-servicer under this Agreement by any Person (i) into which Countrywide
      or
      such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed
      as a successor to Countrywide or any Sub-Servicer, Countrywide shall provide
      to
      the Master Servicer and the Depositor, at least 15 calendar days prior to the
      effective date of such succession or appointment, (x) written notice to the
      Master Servicer and the Depositor of such succession or appointment and (y)
      in
      writing, all information reasonably requested by the Master Servicer or the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to any of the Certificates.

     

    SECTION
      3.20. 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 3.20 shall limit
      the obligation of a Servicer 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 3.20 shall require a Servicer to collect, create, collate or
      otherwise generate any information that it does not generate in its usual course
      of business. No Servicer shall be required to make copies of or ship documents
      to any Person unless provisions have been made for the reimbursement of the
      costs thereof. 

     

    SECTION
      3.21. 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. 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 such Servicer had delivered to the Trustee
      an
      Opinion of Counsel, addressed to the Trustee and the Depositor, 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. The related Servicer shall manage, conserve, protect and operate
      each REO Property for the Certificateholders 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.

     


    
      
        
        

      

      
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    (b) The
      related 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 (the “REO Account”), which
      shall be an Eligible Account. The related Servicer 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 related Servicer
      shall be entitled to retain or withdraw any interest income paid on funds
      deposited in the related REO Account.

     

    (c) The
      related Servicer 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 such Servicer manages and
      operates similar property owned by it or any of its Affiliates, all on such
      terms and for such period as such Servicer deems to be in the best interests
      of
      Certificateholders. 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 such 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:

     

    (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, such 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.

     


    
      
        
        

      

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

     

    (iv) 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;

     

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

     

    (vi) 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

     

    (vii) 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;

     

    unless,
      in any such case, the related Servicer has obtained an Opinion of Counsel,
      provided to the related Servicer 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 such Servicer may take such actions as are
      specified in such Opinion of Counsel.

     

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

     

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

     

    (ix) 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 such Servicer
      as soon as practicable, but in no event later than thirty (30) days following
      the receipt thereof by such Independent Contractor;

     

    (x) none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      such 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

     


    
      
        
        

      

      
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    (xi) such
      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.

     

    Each
      Servicer 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 such Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. Each 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 to such Servicer without fee, in the event 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).

     

    (d) In
      addition to the withdrawals permitted under Section 3.21(c), the related
      Servicer 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 3.21(c) or this
      Section 3.21(d).

     

    (e) Subject
      to the time constraints set forth in Section 3.21(a), each REO Disposition
      shall be carried out by the related Servicer at such price and upon such terms
      and conditions as such 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 related 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.

     


    
      
        
        

      

      
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    SECTION
      3.22. Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    The
      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 with respect to Ocwen and on the Servicer Remittance Date with
      respect to Countrywide, 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 related 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) the aggregate amount of the
      related Servicing Fees payable to such Servicer on such Distribution Date with
      respect to the related Mortgage Loans. No Servicer shall have the right to
      reimbursement for any amounts remitted to the Securities Administrator in
      respect of this Section 3.22. The Servicers shall not be obligated to pay
      the amounts set forth in this Section 3.22 with respect to shortfalls
      resulting from the application of the Relief Act.

     

    SECTION
      3.23. Obligations
      of the Servicers 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 Stated 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 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 3.23 shall not limit the ability of a 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
      3.24. 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-HE2, 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 Group I Cap Contract and deposited into the Reserve
      Fund
      for the benefit of the Class A-1 Certificates and the Mezzanine Certificates
      and
      under the Group II Cap Contract and deposited in the Reserve Fund for the
      benefit of the Class A-2 Certificates and the Mezzanine Certificates.


     


    
      
        
        

      

      
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    (b) On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(c)(7)(vi), rather than
      distributing such amounts to the Class CE Certificateholders pursuant to
      Section 5.01(c)(7)(viii). 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 the Mezzanine Certificates and will distribute such
      amounts to the Holders of the Class A Certificates and the Mezzanine
      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 Certificateholders, from amounts otherwise distributable to the Class
      CE 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) 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 Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE 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
      Contracts) shall be treated as amounts distributed by REMIC III to the Holders
      of the Class CE Certificates. Upon the termination of the Trust Fund, or the
      payment in full of the Class A Certificates and the Mezzanine Certificates,
      all
      amounts remaining on deposit in the Reserve Fund will be released by the Trust
      Fund and distributed to the Class CE Certificateholders or their designees.
      The
      Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h). 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 or the Mezzanine 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).

     

    (d) By
      accepting a Class CE Certificate, each Class CE 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 Certificateholders. By accepting a Class CE Certificate, each
      Class CE 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
      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
      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.

     


    
      
        
        

      

      
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    (f) For
      federal tax return and information reporting, the right of the Class A
      Certificateholders and the Mezzanine 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 $214,000.

     

    (g) In
      the
      event that a Cap Contract is terminated prior to the Distribution Date in August
      2007, the Securities Administrator, at the direction of the Depositor, shall
      use
      reasonable efforts to appoint a successor cap counterparty using any cap
      agreement termination payments paid by the 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.

     

    (h) In
      the
      event that the Cap Counterparty fails to perform any of its obligations under
      a
      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 such failure
      or
      breach, notify the Depositor and send any notices and make any demands, on
      behalf of the Holders of the Offered Certificates, in accordance with 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.

     


    
      
        
        

      

      
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    SECTION
      3.25. 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,

      which consent shall not be unreasonably withheld, under which (A) such 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 such
      Servicer pursuant to this Agreement and (ii) such Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of such Servicer pursuant to the terms
      of
      this Agreement); 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. Subject
      to the provisions of the first sentence of this Section 3.25(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
      such
      Servicer shall provide notice to the Depositor, Master Servicer and the Trustee
      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 a Servicer’s behalf, the related 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 related
      Servicer had made the related P&I Advance(s) and/or Servicing
      Advance(s).

     

    (c) Each
      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 a
      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 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 3.25 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 3.25, including amendments to add
      provisions relating to a successor Servicer, may be entered into by the Trustee,
      the Depositor, and the related Servicer 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 nor the Trust 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 related Servicer and
      the
      lender or the payment of any amount under an Advance Facility.

     

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

     


    
      
        
        

      

      
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    SECTION
      3.26. Indemnification.

     

    Each
      Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
      Administrator, from, and hold the Trustee, Master Servicer and the Securities
      Administrator harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by any such Person by reason
      of such Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of such 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 Servicer
      to
      any such Person shall be from the related Servicer’s own funds, without
      reimbursement from REMIC I therefor.

     

    SECTION
      3.27. Additional
      Representations and Warranties of Countrywide.

     

    (a) Countrywide
      shall be deemed to represent to the Master Servicer and to the Depositor, as
      of
      the date on which information is first provided to the Master Servicer or the
      Depositor under Section 3.19(b)(vi) that, except as disclosed in writing to
      the
      Master Servicer or such Depositor prior to such date: (i)
      Countrywide is not aware and has not received notice that any default, early
      amortization or other performance triggering event has occurred as to any other
      securitization due to any act or failure to act of Countrywide; (ii)
      Countrywide
      has not
      been terminated as servicer in a residential mortgage loan securitization,
      either due to a servicing default or to application of a servicing performance
      test or trigger; (iii) no
      material noncompliance
      with the applicable servicing criteria with respect to other securitizations
      of
      residential mortgage loans involving Countrywide as servicer
      has been disclosed or reported by Countrywide; (iv) no material
      changes to Countrywide’s policies or procedures with respect to the servicing
      function it will perform under this Agreement for mortgage loans of a type
      similar to the Countrywide Mortgage Loans
      have occurred during the three-year period immediately preceding the Closing
      Date; (v) there are no aspects of Countrywide’s financial condition that could
      have a material adverse effect on the performance by Countrywide
      of its
      servicing obligations under this Agreement;
      and (vi) there are no material
      legal or governmental proceedings pending (or known to be contemplated) against
      Countrywide or any Sub-Servicer.

     

    (b) If
      so requested by the Master Servicer or the Depositor on any date following
      the
      date
      on which information is first provided to the Master Servicer or the Depositor
      under Section 3.19(b)(vi),
      Countrywide shall, within ten Business Days following such request, confirm
      in
      writing the accuracy of the representations and warranties set forth in
      subsection (a) of this Section or, if any such representation and warranty
      is not accurate as of the date of such request, provide reasonably adequate
      disclosure of the pertinent facts, in writing, to the requesting
      party.

     


    
      
        
        

      

      
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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 the
      Servicers to perform and observe the covenants, obligations and conditions
      to be
      performed or observed by the Servicers under this Agreement. The Master Servicer
      shall independently and separately monitor the servicing activities of the
      Servicers 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 the Servicers’ 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 the Servicers to the Distribution Account pursuant
      to
      the terms hereof based on information provided to the Master Servicer by the
      Servicers.

     

    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 Servicers 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 Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     


    
      
        
        

      

      
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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 each
      Servicer with its duties under this Agreement. In the review of a Servicer’s
      activities, the Master Servicer may rely upon an Officer’s Certificate of such
      Servicer with regard to such 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 such Servicer, the Sponsor and the
      Trustee thereof and the Master Servicer shall issue such notice or take such
      other action as it deems appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of each Servicer 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 Trustee shall terminate the rights and obligations of such
      Servicer hereunder in accordance with 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 each Servicer (or from
      amounts on deposit in the Distribution Account if a 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 each Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    (e) If
      the
      Master Servicer acts as 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 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
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    any
      Servicer to) knowingly or intentionally take any action, or fail to take (or
      fail to cause to be taken) any action reasonably within its control and the
      scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause 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 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.

     

    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 Custodian such documents
      and instruments coming into the possession of the Master Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee or
      the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds 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 3.20 of this Agreement,
      shall cause the Servicer to provide access to information and documentation
      regarding the Mortgage Loans to the Trustee, its agents and accountants at
      any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the 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.

    
      
        
        

      

      
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    (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 the obligations of the Servicers under this
      Agreement to prepare and present on behalf of the Trustee and the
      Certificateholders all claims under any insurance policies and take such actions
      (including the negotiation, settlement, compromise or enforcement of the
      insured’s claim) as shall be necessary to realize recovery under such policies.
      Any proceeds disbursed to the Master Servicer (or disbursed to the related
      Servicer and remitted to the Master Servicer) in respect of such policies,
      bonds
      or contracts shall be promptly deposited in the Distribution Account upon
      receipt, except that any amounts realized that are to be applied to the repair
      or restoration of the related Mortgaged Property as a condition precedent to
      the
      presentation of claims on the related Mortgage Loan to the insurer under any
      applicable insurance policy need not be so deposited or remitted.

    
      
        
        

      

      
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      SECTION 4.10. Maintenance
      of Primary Mortgage Insurance Policies.

     

    (a) The
      Master Servicer shall not take, or permit any Servicer to take (to the extent
      such action is prohibited by this Agreement), any action that would result
      in
      noncoverage under any primary mortgage insurance policy of any loss which,
      but
      for the actions of the Master Servicer or a Servicer, as applicable, would
      have
      been covered thereunder. The Master Servicer shall use its best reasonable
      efforts to cause each Servicer to keep in force and effect (to the extent that
      the Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan in accordance with the
      provisions of this Agreement. The Master Servicer shall not, and shall not
      permit any Servicer to, cancel or refuse to renew any primary mortgage insurance
      policy that is in effect at the date of the initial issuance of the Mortgage
      Note and is required to be kept in force hereunder except in accordance with
      the
      provisions of this Agreement.

     

    (b) The
      Master Servicer agrees to cause each Servicer to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

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

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the Servicers have
      otherwise fulfilled their respective obligations under this Agreement, the
      Trustee or the Custodian shall also retain possession and custody of each
      Mortgage File in accordance with and subject to the terms and conditions of
      this
      Agreement and the Custodial Agreement. The Master Servicer shall promptly
      deliver or cause to be delivered to the Trustee or the Custodian, upon the
      execution or receipt thereof the originals of any primary mortgage insurance
      policies, any certificates of renewal, and such other documents or instruments
      that constitute Mortgage Loan Documents that come into the possession of the
      Master Servicer from time to time.

     

    SECTION
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

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

     

    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.

    
      
        
        

      

      
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    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 each Servicer to sell, any REO Property as expeditiously
      as
      possible and in accordance with the provisions of this Agreement. Further,
      the
      Master Servicer shall cause each Servicer 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 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 related Servicer 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.

     

    (b) The
      Master Servicer shall cause each Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in 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 and the Securities Administrator on or before March
      15
      of each year, commencing in March 2008, an Officer’s Certificate stating, as to
      the signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, 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. 

    
      
        
        

      

      
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    (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 such 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.

     

    (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 may, 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, 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 upon request, by the Master Servicer or by the Trustee 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 Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    (f) Delivery
      under this Section 4.15 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    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. 

    
      
        
        

      

      
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    (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
      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 Administer
      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. 

     

    (d) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer 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 such 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 may, 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, 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.

    
      
        
        

      

      
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    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. 

     

    (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
      Servicer 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 such 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 may, 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, 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.

    
      
        
        

      

      
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    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall
      include a 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,
      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 senior 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 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
      4.18. 

     

    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 a
      Servicer with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans serviced by such Servicer
      for the related Distribution Date, and not so paid by such Servicer 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.

     


    
      
        
        

      

      
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    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 the related 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, the related 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, the related 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.

     

    During
      such time as a 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.

     

    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:

     

    (a) (1) With
      respect to the Group I Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest I-CE and REMIC I Regular Interest I-AM,
      and
      each of REMIC I Regular Interest I-1-A through I-54-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)
      above, to the Holders of REMIC I Regular Interest I-AM, an amount of principal
      equal to the amount of principal payments from the Group I Mortgage Loans
      distributed on the Offered 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 the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal in an amount equal to the amount of
      principal payments from the Group I Mortgage Loans distributed on the Offered
      Certificates and not distributed pursuant to clause (ii) above shall be
      allocated to REMIC I Regular Interests I-1-A through I-54-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;

     

    (iv) to
      the
      extent of amounts remaining after the distributions made pursuant to clauses
      (i), (ii) and (iii) 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.

     

    (2) With
      respect to the Group II Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest II-CE and REMIC I Regular Interest II-AM
      and
      each of REMIC I Regular Interest II-1-A through II-54-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.

     


    
      
        
        

      

      
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    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, to the Holders of REMIC I Regular Interest II-AM, an amount of principal
      equal to the amount of principal payments from the Group II Mortgage Loans
      distributed on the Offered Certificates shall be distributed to such Holders
      until the Uncertificated Balance of REMIC I Regular Interest II-AM is reduced
      to
      zero; 

     

    (iii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal in an amount equal to the amount of
      principal payments from the Group II Mortgage Loans distributed on the Offered
      Certificates and not distributed pursuant to clause (ii) above shall be
      allocated to REMIC I Regular interests II-1-A through II-54-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) above, to the Holders of REMIC I Regular Interest II-CE,
      an
      amount of principal shall be distributed to such Holders until the
      Uncertificated Balance of REMIC I Regular Interest II-CE is reduced to
      zero.

     

    (b) to
      the
      Holders of REMIC I Regular Interest I-54-B, all amounts representing Prepayment
      Charges in respect of the Group I Mortgage Loans received during the related
      Prepayment Period and to the Holders of REMIC I Regular Interest II-54-B, all
      amounts representing Prepayment Charges in respect of the Group II 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:

     

    (i) first
      to
      the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for 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-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9 and REMIC II Regular Interest ZZ,
      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-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
      A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
      II
      Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
      M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
      Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
      M-8 and REMIC II Regular Interest M-9 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;

     


    
      
        
        

      

      
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    (ii) to
      Holders of REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP, and REMIC
      II
      Regular Interest XX, 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;

     

    (iii) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Marker Allocation Percentage of the available funds for such
      Distribution Date after the distributions made pursuant to clause (i) 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, REMIC
      II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
      A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
      II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8 and REMIC II Regular
      Interest M-9, 1% of and in the same proportion as principal payments are
      allocated to the Corresponding Certificates, until the Uncertificated Balances
      of such REMIC II Regular Interests 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-54-B and REMIC I Regular
      Interest II-54-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

     


    
      
        
        

      

      
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    (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.

     

    (iv) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Sub WAC Allocation Percentage of available funds for such
      Distribution Date after the distributions made pursuant to clause (ii) above,
      such that distributions of principal shall be deemed to be made to the REMIC
      II
      Regular Interests first, so as to keep the Uncertificated Balance of each REMIC
      II Regular Interest ending with the designation “GRP” equal to 0.01% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related loan
      group; second, to each REMIC II Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
      is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of
      the Mortgage Loans in the related loan group over (y) the current Certificate
      Principal Balance of the Class A Certificate in the related loan group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of principal shall be distributed to such REMIC II
      Regular Interests such that the REMIC II Subordinated Balance Ratio is
      maintained); and third, any remaining principal to REMIC II Regular Interest
      XX.

     

    (v) Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds
      shall be made to Certificateholders only in accordance with
      Section 5.01(c)(2) through (7).

     

    (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
      Group I 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 Group I Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group I Allocation Percentage of
      (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) and (y) any Swap Payment and Swap Termination
      Payment not paid pursuant to clause (x) in first under Section 5.01(c)(3)
      below;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates; and

     


    
      
        
        

      

      
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    third,
      concurrently, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, the Senior Interest Distribution Amount allocable to each
      such Class, to the extent remaining unpaid after the distribution of the Group
      II Interest Remittance Amount as set forth in Section 5.01(c)(3) below on a
      pro rata basis, based on the entitlement of each such Class.

     

    (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
      Group II 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 Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group II Allocation Percentage of
      (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) and (y) any Swap Payment and Swap Termination
      Payment not paid pursuant to clause (x) in first under Section 5.01(c)(2)
      above;

     

    second, concurrently,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, the Senior Interest Distribution Amount allocable to each such
      Class, on a pro rata basis, based on the entitlement of each such Class;
      and

     

    third,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates, to the extent remaining unpaid after
      the distribution of the Group I Interest Remittance Amount as set forth in
      Section 5.01(c)(2) above.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      remaining after the distributions required by clauses (2) and (3) above and
      make
      the following disbursements and transfers in the order of priority described
      below, in each case to the extent of the Group I Interest Remittance Amount
      and
      Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      to
      the extent of the Interest Distribution Amount allocable to each such
      Class.

     


    
      
        
        

      

      
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    (5) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group I
      Principal Distribution Amount and the Group II Principal Distribution Amount
      and
      distribute to the Certificateholders the following amounts, in the following
      order of priority:

     

    (vi) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group I Allocation Percentage of
      (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 and (y) any Swap Payment and Swap Termination Payment not paid pursuant
      to
      clause (x) in first under Section 5.01(c)(5)(ii) below;

     

    second,
      to the
      Holders of the Class A-1 Certificates until the Certificate Principal Balance
      of
      the Class A-1 Certificates has been reduced to zero; and

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount as described in
      Section 5.01(c)(5)(ii) below, until the Certificate Principal Balance of
      each such Class has been reduced to zero. 

     

    (vii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group II Allocation Percentage of
      (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 and (y) any Swap Payment and Swap Termination Payment not paid pursuant
      to
      clause (x) in first under Section 5.01(c)(5)(i) above;

     

    second,
      sequentially, to the Holders of the Class A-2A Class A-2B, Class A-2C and Class
      A-2D Certificates, in that order, until the Certificate Principal Balance of
      each such Class has been reduced to zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates after taking into account the distribution
      of the Group I Principal Distribution Amount as described in
      Section 5.01(c)(5)(i) above, until the Certificate Principal Balance of
      such Class has been reduced to zero.

     


    
      
        
        

      

      
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    (viii) The
      Group
      I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after distributions pursuant to Sections 5.01(c)(5)(i) and (ii) above
      shall be distributed in the following order of priority:

     

    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      until
      the Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (6) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute to the Certificateholders the following amounts, in the
      following order of priority:

     

    (ix) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group I Allocation Percentage of
      (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 and (y) any Swap Payment and Swap Termination Payment not paid pursuant
      to
      clause (x) in first under Section 5.01(c)(6)(ii) below;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Class A-1 Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and 

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount pursuant to
      Section 5.01(c)(6)(ii) below, up to an amount equal to the amount, if any,
      of the Class A-2 Principal Distribution Amount remaining unpaid on such
      Distribution Date, until the Certificate Principal Balance of each such Class
      has been reduced to zero.

     

    (x) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in September 2007, to the Supplemental
      Interest Trust, an amount equal to (x) the Group II Allocation Percentage of
      (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 and (y) any Swap Payment and Swap Termination Payment not paid pursuant
      to
      clause (x) in first under Section 5.01(c)(6)(i) above;

     


    
      
        
        

      

      
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    second,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, the Class A-2 Principal Distribution Amount,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates, after taking into account the
      distribution of the Group I Principal Distribution Amount pursuant to
      Section 5.01(c)(6)(i) above, up to an amount equal to the amount, if any,
      of the Class A-1 Principal Distribution Amount remaining unpaid on such
      Distribution Date, until the Certificate Principal Balance of the Class A-1
      Certificates has been reduced to zero.

     

    (xi) The
      Principal Distribution Amount remaining after distributions pursuant to Sections
      5.01(c)(6)(i) and (ii) above shall be distributed in the following order of
      priority:

     

    first,
      to the
      Holders of the Class M-1 Certificates, the lesser of (x) the remaining Principal
      Distribution Amount and (y) the Class M-1 Principal Distribution Amount, until
      the Certificate Principal Balance of the Class M-1 Certificates has been reduced
      to zero;

     

    second,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first
      above,
      and (y) the Class M-2 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-2 Certificates has been reduced to
      zero;

     

    third,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above
      and to the Holders of the Class M-2 Certificates under clause second
      above,
      and (y) the Class M-3 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-3 Certificates has been reduced to
      zero;

     

    fourth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above
      and to the Holders of the Class M-3 Certificates under clause third
      above,
      and (y) the Class M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-4 Certificates has been reduced to zero;


     

    fifth,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above
      and to the Holders of the Class M-4 Certificates under clause fourth
      above,
      and (y) the Class M-5 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-5 Certificates has been reduced to
      zero;

     


    
      
        
        

      

      
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    sixth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above
      and to the Holders of the Class M-5 Certificates under clause fifth
      above,
      and (y) the Class M-6 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-6 Certificates has been reduced to zero;


     

    seventh,
      to the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above
      and to the Holders of the Class M-6 Certificates under clause sixth
      above,
      and (y) the Class M-7 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-7 Certificates has been reduced to
      zero;

     

    eighth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above
      and to the Holders of the Class M-7 Certificates under clause seventh
      above,
      and (y) the Class M-8 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-8 Certificates has been reduced to zero;
      and

     

    ninth,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above,
      to the Holders of the Class M-7 Certificates under clause seventh
      above
      and to the Holders of the Class M-8 Certificates under clause eighth
      above,
      and (y) the Class M-9 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-9 Certificates has been reduced to
      zero.

     


    
      
        
        

      

      
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    Notwithstanding
      the priority of distributions described in this Section 5.01(c) with
      respect to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates,
      on any Distribution Date which occurs after the Certificate Principal Balances
      of the Mezzanine Certificates and Class CE Certificates have been reduced to
      zero distributions in respect of principal to the Class A-2A, Class A-2B, Class
      A-2C and Class A-2D Certificates will be made on a pro rata basis, based on
      the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class has been reduced to zero.

     

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

     

    (xii) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount, payable to such Holders, to be paid
      as
      part of the Principal Distribution Amount;

     

    (xiii) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to the Interest Carry Forward Amount allocable to each such
      Class;

     

    (xiv) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to the Allocated Realized Loss Amount allocable to each such
      Class;

     

    (xv) concurrently,
      to the Holders of the Class A Certificates, in an amount equal to such
      Certificates’ allocated share of any Prepayment Interest Shortfalls on the
      Mortgage Loans to the extent not covered by payments pursuant to
      Section 3.22 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;

     

    (xvi) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to such certificates’ share of any Prepayment Interest Shortfalls
      on the Mortgage Loans to the extent not covered by payments pursuant to Sections
      3.22 or Section 4.19 of this Agreement and any Relief Act Interest
      Shortfall, in each case that were allocated to such Class for such Distribution
      Date and for any prior Distribution Date, to the extent not previously
      reimbursed pursuant to Section 1.02;

     


    
      
        
        

      

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

     

    (xviii) commencing
      on the Distribution Date occurring in September 2007, to the Supplemental
      Interest Trust and then from the Supplemental Interest Trust 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 Supplemental Interest Trust
      Trustee on behalf of the Supplemental Interest Trust); 

     

    (xix) 
      to the
      Holders of the Class CE Certificates the Interest Distribution Amount and any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    (xx) to
      the
      Holders of the Class R Certificates, in respect of the Class R-III Interest,
      any
      remaining amounts; provided that 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,
      then any such remaining amounts will be distributed first, to the Holders of
      the
      Class P Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero and second, to the Holders of the Class R
      Certificates.

     

    The
      Class
      CE 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
      the
      day prior to each Distribution Date, the Securities Administrator shall deposit
      all amounts received with respect to the Cap Contracts into the Reserve Fund.
      On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount as set forth above, the Securities Administrator will first,
      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
      Certificates, and second, withdraw from the Reserve Fund, to the extent of
      amounts remaining on deposit therein (which shall include any payments received
      under the Cap Contracts), the amount of any Net WAC Rate Carryover Amount for
      such Distribution Date and distribute such amount first, with respect to any
      amounts received by the Securities Administrator on account of the Group I
      Cap
      Contract to the Holders of the Class A-1 Certificates and with respect to any
      amounts received by the Securities Administrator on account of the Group II
      Cap
      Contract concurrently to the Holders of the Class A-2 Certificates on a
pro
      rata
      basis,
      based on the entitlement of each such Class; and, with respect to any amounts
      remaining undistributed paid pursuant to both Cap Contracts, second, to the
      Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to the
      Class M-3 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
      Class M-5 Certificates, seventh, to the Class M-6 Certificates, eighth, to
      the
      Class M-7 Certificates, ninth, to the Class M-8 Certificates and tenth, to
      the
      Class M-9 Certificates, in each case to the extent to the extent any Net WAC
      Rate Carryover Amount is allocable to each such Class.

     


    
      
        
        

      

      
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    With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under Section 5.01(c)(7)(vi) above and not distributed pursuant to
      the preceding paragraph, first, concurrently, (i) to the Holders of the Class
      A-1 Certificates, the related Net WAC Rate Carryover Amount remaining unpaid
      for
      such Distribution Date and (ii) to the Holders of the Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates, the related Net WAC Rate Carryover
      Amount remaining unpaid for such Distribution Date, on a pro
      rata
      basis,
      based on the entitlement of each such Class; second, sequentially to the Holders
      of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
      Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
      M-7 Certificates, Class M-8 Certificates and Class M-9 Certificates, in that
      order, in respect of the related Net WAC Rate Carryover Amount remaining unpaid
      for each such Class for such Distribution Date and third, to the Class CE
      Certificates.

     

    (d) As
      described in Sections 5.01(c)(2), (3), (5) and (6) above, amounts payable by
      the
      Trust to the Supplemental Interest Trust in respect of Net Swap Payments and
      Swap Termination Payments other than Swap Termination Payments resulting from
      a
      Swap Provider Trigger Event (and to the extent not 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
      Supplemental Interest Trust Trustee) will be deducted from available funds
      before distributions to the Certificateholders. 

     

    On
      or
      before each Distribution Date commencing on the Distribution Date occurring
      in
      September 2007, 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 related replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee). 

     

    Any
      Swap
      Termination Payment triggered by a Swap Provider Trigger Event owed to the
      Swap
      Provider pursuant to the Swap Agreement will be subordinated to distributions
      to
      the Holders of the Class A Certificates and the Mezzanine Certificates and
      shall
      be paid pursuant to Section 5.01(c)(7)(vii).

     


    
      
        
        

      

      
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    (e) On
      each
      Distribution Date commencing on the Distribution Date occurring in September
      2007 and ending immediately following the Distribution Date in February 2012,
      to
      the extent required, following the distribution of the Net Monthly Excess
      Cashflow and withdrawals from the Reserve Fund, any Net Swap Payment payable
      to
      the Securities Administrator on behalf of the Supplemental Interest Trust by
      the
      Swap Provider will be withdrawn by the Securities Administrator from amounts
      on
      deposit in the Supplemental Interest Trust and shall be distributed on the
      related Distribution Date in the following order of priority: 

     

    first,
      concurrently, to each Class of Class A Certificates, the related Senior Interest
      Distribution Amount remaining undistributed after the distributions of the
      Group
      I Interest Remittance Amount and Group II Interest Remittance Amount, on a
      pro
      rata
      basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

     

    second,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the
      related Interest Distribution Amount and Interest Carry Forward Amount, to
      the
      extent remaining undistributed after the distributions of the Group I Interest
      Remittance Amount and Group II Interest Remittance Amount and the Net Monthly
      Excess Cashflow;

     

    third,
      to the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount necessary to maintain or
      restore the Required Overcollateralization Amount after taking into account
      distributions made pursuant to Section 5.01(c)(7)(i) above;

     

    fourth,
      sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each
      case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed after
      distribution of the Net Monthly Excess Cashflow; 

     

    fifth,
      concurrently, to each Class of Class A Certificates, the related Net WAC Rate
      Carryover Amount, to the extent remaining undistributed after distributions
      of
      Net Monthly Excess Cashflow on deposit in the Reserve Fund, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      unpaid;

     

    sixth,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the
      related Net WAC Rate Carryover Amount, to the extent remaining undistributed
      after distributions of Net Monthly Excess Cashflow on deposit in the Reserve
      Fund;

     

    seventh,
      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 Supplemental Interest Trust
      Trustee); and

     


    
      
        
        

      

      
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    eighth,
      to the
      Class CE Certificates, any remaining amounts.

     

    (f) 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.

     

    (g) 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.

     

    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.

     

    (h) 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 Servicer, 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.

     

    (i) 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:

     


    
      
        
        

      

      
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              (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.

     

    (j) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine 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, information provided
      by the Swap Provider under the Swap Agreement with respect to payments made
      pursuant to the Swap Agreement and information provided by the Cap Counterparty
      with respect to payments made pursuant to the Cap Contracts) shall make
      available to each Holder of the Certificates, the Servicer and the Credit Risk
      Manager, a statement as to the distributions made on such Distribution Date
      setting forth:

     


    
      
        
        

      

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

     

    (ii) with
      respect to each loan group, the total cash flows received and the general
      sources thereof; 

     

    (iii) the
      aggregate Servicing Fee received by the 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) with
      respect to each loan group, 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) with
      respect to each loan group, 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;

     

    (vii) with
      respect to each loan group, the Interest Carry Forward Amounts and any Net
      WAC
      Rate Carryover Amounts for the related Certificates (if any);

     

    (viii) with
      respect to each loan group, the number and aggregate principal balance of any
      Mortgage Loans (not including any Liquidated Mortgage Loans 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;

     

    (ix) 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;

     

    (x) with
      respect to each loan group and 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;

     


    
      
        
        

      

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

     

    (xii) with
      respect to each loan group, whether the Stepdown Date has occurred and whether
      Trigger Event is in effect;

     

    (xiii) with
      respect to each loan group, the cumulative Realized Losses through the end
      of
      the preceding month;

     

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

     

    (xv) with
      respect to each loan group, 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;

     

    (xvi) with
      respect to each loan group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xvii) with
      respect to each loan group, 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 in such loan group 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 in such loan group;

     

    (xviii) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xix) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      and the Interest Carry Forward Amount, if any, with respect to the Class A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates and the Mezzanine Certificates separately
      identifying any reduction thereof due to allocations of Prepayment Interest
      Shortfalls and interest shortfalls including the following Realized Losses:
      Relief Act Interest Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xx) 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 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

    (xxi) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     


    
      
        
        

      

      
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    (xxiii) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxiv) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxv) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxvi) the
      Pass-Through Rate for each Class of Certificates for such Distribution
      Date;

     

    (xxvii) the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxviii) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxix) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(7)(vi);

     

    (xxx) the
      Aggregate Loss Severity Percentage;

     

    (xxxi) with
      respect to each loan group, the amount of the Prepayment Charges remitted by
      the
      Servicer; 

     

    (xxxii) 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;
      and

     

    (xxxiii) the
      amounts received under the Cap Contracts.

     

    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 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 1-301-815-6600. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator 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.

     


    
      
        
        

      

      
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    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, 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.

     

    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) With
      respect to Ocwen, on or before 12:00 noon New York time on the 18th
      calendar
      day of each month, and if the 18th
      calendar
      day is not a Business Day, the immediately following Business Day and, with
      respect to Countrywide, on or before the second Business Day following the
      last
      day of each Prepayment Period, the related Servicer shall deliver to the Master
      Servicer and the Securities Administrator by telecopy or electronic mail (or
      by
      such other means as such Servicer, the Master Servicer and the Securities
      Administrator may agree from time to time) a remittance report containing such
      information with respect to the related Mortgage Loans and the related
      Distribution Date as is reasonably available to such 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 such Servicer and the Securities Administrator to fulfill its
      obligations hereunder with respect to securities and tax reporting.

     


    
      
        
        

      

      
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    (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), (i) 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 Date and (ii) with respect to each REO Property related to a
      Mortgage Loan serviced by such Servicer, which was acquired during or prior
      to
      the related Prepayment Period and as to which an REO Disposition did not occur
      during the related Prepayment Period, an amount equal to the excess, if any,
      of
      the REO Imputed Interest on such REO Property for the most recently ended
      calendar month, over the net income from such REO Property deposited in the
      related Collection Account pursuant to Section 3.21 of this Agreement for
      distribution on such Distribution Date; provided, however, no Servicer shall
      be
      required to make P&I Advances with respect to Relief Act Interest
      Shortfalls, shortfalls due to bankruptcy proceedings, or with respect to
      Prepayment Interest Shortfalls in excess of its obligations under
      Section 3.22. 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.

     

    With
      respect to Ocwen, by 12:00 noon New York time, on the Servicer Remittance Date
      and, with respect to Countrywide, on the Servicer Remittance Date, the related
      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 a 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 such Servicer with respect to the
      related 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 on deposit in the related Collection
      Account. Any Amounts Held For Future Distribution used by a Servicer to make
      P&I Advances or to reimburse itself for outstanding P&I 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. 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 such Servicer for
      the related Distribution Date.

     

    In
      addition, Ocwen 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 related Collection Account that Amounts
      Held For Future Distribution have been, as permitted by this Section 5.03,
      used by Ocwen 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 Ocwen to make Servicing Advances shall be
      appropriately reflected in Ocwen’s records and 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.

     


    
      
        
        

      

      
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    (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 a Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. 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 such
      Servicer) will be required to make such P&I Advance on the Distribution Date
      on which such Servicer was required to make such P&I Advance, subject to its
      determination of recoverability.

     

    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 (substantially in the form of Schedule 4 hereto) such information
      as is reasonably available to such 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
      such
      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, the related Servicer shall also determine as to each Mortgage Loan
      serviced by such Servicer: (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 Certificates; third,
      to the
      Class M-9 Certificates, until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero; fourth,
      to the
      Class M-8 Certificates, until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; fifth,
      to the
      Class M-7 Certificates, until the 

     


    
      
        
        

      

      
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    Certificate
      Principal Balance of the Class M-7 Certificates has been reduced to zero;
sixth,
      to the
      Class M-6 Certificates, until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero; seventh,
      to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; eighth,
      to the
      Class M-4 Certificates, until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero; ninth,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, tenth,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero; and eleventh,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance of the Class
      M-1
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate 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 Certificate
      shall be made by reducing the amount otherwise payable in respect thereof
      pursuant to Section 5.01(c)(7)(viii). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or Class P Certificates.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the, Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    In
      addition, in the event that a Servicer receives any Subsequent Recoveries with
      respect to a Mortgage Loan serviced by it, such Servicer shall deposit such
      funds into the related 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 of Mezzanine Certificates with
      the highest payment priority to which Realized Losses have been allocated,
      but
      not by more than the amount of Realized Losses previously allocated to that
      Class of Mezzanine Certificates pursuant to this Section 5.04 and not previously
      reimbursed to such Class of Mezzanine Certificates with Net Monthly Excess
      Cashflow pursuant to Section 5.01(c)(7)(iii) or Net Swap Payments pursuant
      to
      clause fourth
      of
      Section 5.01(e). The amount of any remaining Subsequent Recoveries will be
      applied to sequentially increase the Certificate Principal Balance of the
      Mezzanine Certificates, beginning with the Class of Mezzanine Certificates
      with
      the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Mezzanine Certificates pursuant to this
      Section 5.04 and not previously reimbursed to such Class of Mezzanine
      Certificates with Net Monthly Excess Cashflow pursuant to Section
      5.01(c)(7)(iii) or with Net Swap Payments pursuant to clause fourth
      of
      Section 5.01(e). Holders of such Certificates will not be entitled to any
      payment in respect of current interest on the amount of such increases for
      any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Subordinate Certificate of such Class in accordance with its respective
      Percentage Interest.

     


    
      
        
        

      

      
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    (c)(i) Realized
      Losses on the Group I 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 Group I Mortgage Loans that have been allocated to
      the
      Offered 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-54-B, in an amount equal to the amount of
      Realized Losses from the Group I Mortgage Loans that have been allocated to
      the
      Offered 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
      Group I Mortgage Loans until such REMIC I Regular Interest has been reduced
      to
      zero. All Realized Losses on the Group II Mortgage Loans shall be allocated
      on
      each Distribution Date first, to REMIC I Regular Interest II-AM in an amount
      equal to the amount of Realized Losses from the Group II Mortgage Loans that
      have been allocated to the Offered Certificates until the Uncertificated Balance
      of such REMIC I Regular Interest has been reduced to zero and second, to REMIC
      I
      Regular Interest II-1-A through REMIC I Regular Interest II-54-B, in an amount
      equal to the amount of Realized Losses from the Group II Mortgage Loans that
      have been allocated to the Offered Certificates and not allocated to REMIC
      I
      Regular Interest II-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 II-CE
      in
      an amount equal to the amount of remaining unallocated Realized Losses from
      the
      Group II Mortgage Loans until such REMIC I Regular Interest has been reduced
      to
      zero. 

     

    (ii) REMIC
      II
      Marker Allocation Percentage of 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 M-9 and
      REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the
      Uncertificated Balance of REMIC II Regular Interest M-9 has been reduced to
      zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest AA,
      REMIC II Regular Interest M-8 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Balance of REMIC II Regular
      Interest M-8 has been reduced to zero; fifth, to the Uncertificated


     


    
      
        
        

      

      
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    Balances
      of REMIC II Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II
      Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest M-7 has been reduced to
      zero; sixth, to the Uncertificated Balances of REMIC II Regular Interest AA,
      REMIC II Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Balance of REMIC II Regular
      Interest M-6 has been reduced to zero; seventh, to the Uncertificated Balances
      of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II
      Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Balance of REMIC II Regular Interest M-5 has been reduced to
      zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest AA,
      REMIC II Regular Interest M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Balance of REMIC II Regular
      Interest M-4 has been reduced to zero; ninth, to the Uncertificated Balances
      of
      REMIC II Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-3 has been reduced to zero; tenth, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-2 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-2
      has been reduced to zero; and eleventh, to the Uncertificated Balances of REMIC
      II Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-1 has been reduced to zero.

     

    (iii) The
      REMIC
      II Sub WAC Allocation Percentage of all Realized Losses shall be applied after
      all distributions have been made on each Distribution Date first, so as to
      keep
      the Uncertificated Balance of each REMIC II Regular Interest ending with the
      designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
      the Mortgage Loans in the related loan group; second, to each REMIC II Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
      the aggregate Stated Principal Balance of the Mortgage Loans in the related
      loan
      group over (y) the current Certificate Principal Balance of the Class A
      Certificate in the related loan group (except that if any such excess is a
      larger number than in the preceding distribution period, the least amount of
      Realized Losses shall be applied to such REMIC II Regular Interests such that
      the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC II Regular Interest XX.

     

    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.

     


    
      
        
        

      

      
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    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the
      parties set forth on Exhibit 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-D Disclosure, except
      as
      set forth in the next paragraph. 

     

    (i) As
      set
      forth on Exhibit G hereto, within 5 calendar days after the related Distribution
      Date, or with respect to Countrywide, no later than 10 calendar days prior
      to
      the deadline for the filing of anyt distribution report on Form 10-D, (A)
      certain parties to the ACE Securities Corp. Home Equity Loan Trust, Series
      2007-HE2 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”) or such other format as agreed upon by the Securities
      Administrator and the reporting party 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. 

     

    (ii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two 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 each Form 10-D. If a Form 10-D cannot be filed on
      time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(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 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 Securities Administrator nor the Master Servicer 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.
      Notwithstanding any other provisions of this Agreement, the obligations of
      Countrywide with respect to Additional Form 10-D Disclosure and any Additional
      Disclosure Notification shall be limited to those set forth in Section
      3.19(b)(vi)(C).

     


    
      
        
        

      

      
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    (b) 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 8K (“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. 

     

    (i) 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-HE2
      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 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. 

     

    (ii) 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.
      Notwithstanding any other provisions of this Agreement, the obligations of
      Countrywide with respect to Form 8-K Disclosure information shall be limited
      to
      those set forth in Sections 3.19(b)(vi)(A) and (vii).

     


    
      
        
        

      

      
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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. 

     

    (i) 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.

     


    
      
        
        

      

      
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    (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 related
      servicing agreement and custodial agreement, (i) an annual compliance statement
      for the Servicer, each Additional Servicer, the Master Servicer, the Securities
      Administrator and any Servicing Function Participant engaged by such parties
      (together with the Custodian, 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, 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 3.19 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); provided,
      further that any such Back-Up Certification delivered by Countrywide may not
      be
      filed as an exhibit to, or included in, any filing with the Commission. 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)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      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-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.

     


    
      
        
        

      

      
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    (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
      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 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 3.19, 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. Notwithstanding any other provisions of this
      Agreement, the obligations of Countrywide with respect to Additional Form 10-K
      Disclosure shall be limited to those set forth in Section 3.19(b)(vi)(B).


     

    (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.

     


    
      
        
        

      

      
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    (f) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of 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
      without the consent of the Certificateholders.

     

    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 Mezzanine Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust shall be an Eligible Account, and funds
      on deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b) On
      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), (5), (6) and Section 5.01(c)(7)(vii) 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 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 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 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 Certificates.

     


    
      
        
        

      

      
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    (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), (5), (6) and
      Section 5.01(c)(7)(vii) 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 Certificates unless and until the date when
      either (a) there is more than one Class CE Certificateholder or (b) any Class
      of
      Certificates in addition to the Class CE 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. 

     

    (f) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE and Residual Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE and Residual Certificates) shall be treated
      as
      having agreed to pay, on each Distribution Date, to the Holder of the Class
      CE
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC III Regular Interest ownership
      of
      which is represented by such Class of Certificates over (ii) the amount payable
      on such Class of Certificates on such Distribution Date (such excess, a “Class
      IO Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class CE Certificates shall be treated
      as
      having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the
      Certificates (other than the Class CE, Class P and Residual Certificates) in
      accordance with the terms of this Agreement. Any payments to such Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the
      Certificates (other than the Class CE, Class P and Residual 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 Residual 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.

     


    
      
        
        

      

      
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    (g) For
      federal tax return and information reporting, the right of the holders of the
      Class A Certificates and Mezzanine Certificates 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 $214,000.

     

    (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 f 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.
      

     

    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 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 such failure or breach, notify the
      Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, in accordance with 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.

     


    
      
        
        

      

      
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    SECTION
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Class A Certificate or Mezzanine
      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 Class A Certificate or Mezzanine Certificate as follows: each
      Class A Certificate or Mezzanine 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. 

     

    The
      REMIC
      Regular Interest corresponding to a Class A Certificate or Mezzanine Certificate
      will be entitled to receive interest and principal payments at the times and
      in
      the amounts equal to those made on the certificate to which it corresponds,
      except that (i) the maximum interest rate of that REMIC regular interest will
      equal the Net WAC Pass-Through Rate computed for this purpose by limiting the
      Swap Notional Amount of the Swap Agreement to the aggregate Stated Principal
      Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be
      treated as being payable solely from amounts otherwise payable to the Class
      CE
      Certificates. As a result of the foregoing, the amount of distributions and
      taxable income on the REMIC Regular Interest corresponding to a Class A
      Certificate or Mezzanine 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 Offered Certificates. 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-HE2, Asset
      Backed Pass-Through Certificates.” 

     


    
      
        
        

      

      
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    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 rated at least (x) AAAm or AAAm-G by S&P and (y)
      Prime-1 by Moody’s or Aaa by Moody’s. 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 invesetment direction
      is provided, funds will be held 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. Any excess amounts held in such Swap Collateral Account
      after payment of all amounts owing to Party B under the Swap Agreement shall
      be
      withdrawn from the Swap Collateral Account and paid to the Swap Provider in
      accordance with the Swap Credit Support Annex. 

     

    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 with respect to each of the Cap Contracts (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 and Mezzanine
      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-HE2, Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 and Class M-9.”

    


    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.  


    
      
        
        

      

      
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    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. Any excess amounts held in such Cap Collateral Account after payment
      of
      all amounts owing to Party B under the related Cap Contract shall be withdrawn
      from the Cap Collateral Account and paid to the Cap Counterparty in accordance
      with the related Cap Credit Support Annex.

     

     

     


    
      
        
        

      

      
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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-5. 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 and the Mezzanine 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 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 Certificates 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 and
      the
      Depositor may for all purposes (including the making of payments due on the
      Book-Entry Certificates and Global Certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates and 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 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 and Global 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. With respect to a Global Certificate, the related
      Certificate Owner (other than a Holder of a Regulation S Temporary Global
      Certificate) may request that its interest in a Global Certificate be exchanged
      for a Definitive Certificate. Upon surrender to the Securities Administrator
      of
      the Book-Entry Certificates by the Book-Entry Custodian or the Depository,
      as
      applicable, or the Global Certificates by the Depository accompanied by
      registration instructions from the Depository for registration of transfer,
      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, or a Global Certificate, as applicable 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 or a Global Certificate, as applicable. 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 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.


     


    
      
        
        

      

      
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    In
      the
      event that such a transfer of a Class CE Certificate or Class P 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 from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 and (iv)
      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 Servicers), 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. 

     

    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.

     

    In
      the
      event that such a transfer of a Class CE Certificate or Class P 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 from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 and (iv)
      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 Servicers), 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. 

     

    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 Trustee and 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.

     


    
      
        
        

      

      
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    In
      the
      event that such a transfer of a 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 from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, and (iv) 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 Servicers), 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 Servicer 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.

     

    (c) No
      transfer of a Class CE Certificate, Class P Certificate or a Residual
      Certificate or any interest therein shall be made to any Plan subject to ERISA
      or Section 4975 of the Code, any Person acting, directly or indirectly, on
      behalf of any such 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 as modified by Section 3(42) of ERISA
      (“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 Servicers 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 or the Trust Fund 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. 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”).

     

    Each
      Transferee of a Mezzanine Certificate or any interest therein that is acquired
      after the termination of the Supplemental Interest Trust will be deemed to
      have
      represented by virtue of its purchase or holding of such Certificate (or
      interest therein) that either (a) such Transferee is not a Plan or purchasing
      such Certificate with Plan Assets, (b) it has acquired and is holding such
      Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 94-84 or FAN
      97-03E, as amended by PTE 97-34, PTE 2000-58, PTE 2002-41 and PTE 2007-5 (the
      “Exemption”), and that it understands that there are certain conditions to the
      availability of the Exemption including that such Certificate must be rated,
      at
      the time of purchase, not lower than “BBB-” (or its equivalent) by a rating
      agency recognized under the Exemption or (c) the following conditions are
      satisfied: (i) such Transferee is an insurance company, (ii) the source of
      funds
      used to purchase or hold such Certificate (or interest therein) is an “insurance
      company general account” (as defined in PTCE 95-60, and (iii) the conditions set
      forth in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of 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:

     


    
      
        
        

      

      
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    (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-4) 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.

     

    (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-4)
      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.

     


    
      
        
        

      

      
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    (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
      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.

     


    
      
        
        

      

      
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    (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;
      and

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (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.

     


    
      
        
        

      

      
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    (g) No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE 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
      Contracts 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 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 Certificate complies with the foregoing conditions, (ii) the
      proposed majority holder of the Class CE 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 Reserve
      Fund and 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 to the Cap Contracts 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 (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 Reserve Fund or 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 Certificates.
      Upon receipt of any tax certification form pursuant to the preceding conditions
      from a proposed transferee of any Class CE Certificate, the Securities
      Administrator shall forward each tax certification form attributable to the
      Cap
      Contracts 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 Certificate and each transferee thereof shall be deemed to have
      consented to the Securities Administrator forwarding to the Cap Counterparty
      and
      the 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 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 Swap Provider and the Cap 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.

     


    
      
        
        

      

      
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    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.

     

    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator 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.

    
      
        
        

      

      
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    On
      or
      prior to the date of the first sale of any Class CE 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 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 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 Servicer 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 SERVICER AND THE MASTER SERVICERS

     

    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 Servicers 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, Ocwen
      will keep in full effect its existence, rights and franchises as a limited
      liability company. Subject to the following paragraph, Countrywide will keep
      in
      full effect its existence, rights and franchises as a limited partnership 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, any Servicer 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, such Servicer or the Master Servicer shall be a party,
      or any Person succeeding to the business of the Depositor, such Servicer or
      the
      Master Servicer, shall be the successor of the Depositor, such Servicer or
      the
      Master Servicer, 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 such 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 of this Agreement.

     

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

     


    
      
        
        

      

      
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    None
      of
      the Depositor, the Servicers, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, any
      Servicer or the Master Servicer 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, a Servicer, the Securities Administrator, the Master Servicer or
      any
      such person against any breach of warranties, representations or covenants
      made
      herein or against any specific liability imposed on any such Person pursuant
      hereto or against any liability which would otherwise be imposed by reason
      of
      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, a Servicer, the
      Securities Administrator and 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, a Servicer, 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. 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,
      the Servicers, 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 hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the 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, 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.

     

    Notwithstanding
      anything to the contrary contained herein, no Servicer shall 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.

     

    SECTION
      7.04. Limitation
      on Resignation of the Servicers.

     

    (a) Except
      as
      expressly provided herein, no 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 nor 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, 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. 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 a
      Servicer shall not limit the obligation of such 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 such Servicer’s written proposal
      of a successor servicer reasonably acceptable to each of the Sponsor, the
      Depositor and the Master Servicer. 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 resigning Servicer and delivered to the Trustee
      and the Rating Agencies. No such resignation of a Servicer under clause (ii)
      shall be effective unless:

     


    
      
        
        

      

      
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    (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 a servicer of the related Mortgage Loans under
      this Agreement will not result in the reduction or withdrawal of the then
      current ratings of any of the 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
      resigning Servicer’s responsibilities, duties, liabilities (other than those
      liabilities arising prior to the appointment of such successor) and obligations
      under this Agreement. In addition, the Sponsor shall promptly inform the Credit
      Risk Manager of the Servicer’s resignation under this Section 7.04.

     

    (b) Except
      as
      expressly provided herein, no Servicer shall assign or transfer any of its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by such Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit a Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      such 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.

     


    
      
        
        

      

      
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    (c) Notwithstanding
      anything to the contrary herein, a Servicer may pledge or assign as collateral
      all its rights, title and interest under this Agreement to a lender (the
“Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause
      the transfer of servicing to a successor Servicer that meets the Rating
      Condition if such Servicer defaults under its agreements with the Servicing
      Rights Lender and (ii) upon an Event of Default and receipt of notice of
      termination by such Servicer, the Servicing Rights Lender may direct such
      Servicer or its designee to appoint a successor Servicer pursuant to the
      provisions, and subject to the conditions set forth in Section 8.02
      regarding such Servicer’s appointment of a successor Servicer, provided,
      that:

     

    (i) the
      Servicing Rights Lender’s rights are subject to this Agreement; and

     

    (ii) such
      Servicer shall remain subject to termination as servicer under this Agreement
      pursuant to the terms hereof.

     

    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 and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06
      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
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning 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. 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 the Servicers shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable, shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the Servicers (and any such Sub-Servicer or Subcontractor,
      as
      applicable) in respect of rights and obligations of the Servicers hereunder
      and
      access to officers of the Master Servicer or the Servicers (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 Servicers and any Sub-Servicers or Subcontractors. Upon
      request, each of the Master Servicer and the Servicers shall furnish to the
      Depositor and the Trustee 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 Servicers’ 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 and the Trustee that such information is not otherwise available
      to
      the public, the Depositor and the Trustee shall not disseminate any information
      obtained pursuant to the preceding two sentences without the Master Servicer’s
      or such Servicer’s 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, such 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, such
      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 a Servicer to comply with
      any applicable law prohibiting disclosure of information regarding the
      Mortgagors and the failure of such Servicer to provide access as provided in
      this Section 7.07 as a result of such obligation shall not constitute a
      breach of this Section. Nothing in this Section 7.07 shall require a
      Servicer to collect, create, collate or otherwise generate any information
      that
      it does not generate in its usual course of business. No Servicer shall be
      required to make copies of or ship documents to any party unless provisions
      have
      been made for the reimbursement of the costs thereof. The Depositor may, but
      is
      not obligated to, enforce the obligations of the Master Servicer or 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
      any Servicer under this Agreement, or exercise the rights of the Master Servicer
      or any Servicer under this Agreement; provided that neither the Master Servicer
      nor any 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 any Servicer and is not obligated
      to
      supervise the performance of the Master Servicer or any Servicer 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 related Servicer 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 related Servicer, the Master Servicer, the Securities Administrator,
      the
      Trustee, and each Rating Agency. 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. The Trustee
      is hereby authorized to enter into any Credit Risk Management Agreement
      necessary to effect the foregoing.

     

    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 a 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 a 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. 

    
      
        
        

      

      
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    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, 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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    ARTICLE
      VIII


     

    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default.

     

    (a) “Servicer
      Event of Default,” wherever used herein, means with respect to a Servicer any
      one of the following events:

     

    (i) any
      failure by such Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders 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 (x) Ocwen under
      the terms of the Certificates and this Agreement which continues unremedied
      until 12:00 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 Ocwen by the Securities Administrator, the
      Trustee or the Master Servicer (in which case notice shall be provided by
      telecopy) or (y) Countrywide under the terms of the Certificates and this
      Agreement which continues unremedied for a period of one (1) Business Day after
      the date upon which written notice of such failure, requiring the same to be
      remedied, shall have been given to Countrywide by the Securities Administrator,
      the Trustee or the Master Servicer (in which case notice shall be provided
      by
      telecopy), or to such Servicer, the Securities Administrator, the Trustee and
      the Master Servicer by the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights; or

     

    (ii) any
      failure on the part of such Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of such Servicer
      contained in this Agreement, or the material breach by such Servicer of any
      representation and warranty contained in Section 2.05 of this Agreement,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to such Servicer by the Depositor or the Trustee or to such
      Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; 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 such Servicer can demonstrate
      to
      the reasonable satisfaction of the Trustee 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 such Servicer and
      such decree or order shall have remained in force undischarged or unstayed
      for a
      period of ninety (90) days; or

     


    
      
        
        

      

      
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    (iv) such
      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

     

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

     

    (vi) (A)
      failure by Ocwen to duly perform, within the required time period, its
      obligations under Sections 3.17, 3.18 or 3.19 or (B) failure by Countrywide
      to duly perform its obligations under Section 3.17, 3.18 or 3.19(b) as set
      forth
      in those Sections which continues unremedied for the period set forth in such
      Sections; or

     

    (vii) any
      failure of such 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 Servicer Remittance Date; or

     

    (viii) with
      respect to the Ocwen Mortgage Loans and, in the event that Countrywide is no
      longer the Servicer of the Countrywide Mortgage Loans, failure of such Servicer
      to maintain at least an “average” rating from the Rating Agencies.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) 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
      Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as Servicer under this Agreement, to the
      extent permitted by law, and in and to the Mortgage Loans and the proceeds
      thereof. If a Servicer Event of Default described in clause (vii) hereof shall
      occur, the Trustee shall, by notice in writing to the defaulting Servicer,
      the
      Depositor and the Master Servicer, terminate all of the rights and obligations
      of the defaulting Servicer in its capacity as 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 related 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 related Mortgage Loans and related
      documents, or otherwise. The defaulting Servicer agrees promptly (and in any
      event no later than ten (10) Business Days subsequent to such notice) to provide
      the 

     


    
      
        
        

      

      
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    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 Servicer Remittance Date. For purposes of this Section 8.01(a), the
      Trustee shall not be deemed to have knowledge of a 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 Servicer Event of Default is
      received by the Trustee at its Corporate Trust Office and such notice references
      the Certificates, the Trust or this Agreement. The Trustee shall promptly notify
      the Master Servicer 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 Mortgage Loans properly and effectively, upon
      presentation of reasonable documentation of such costs and
      expenses.

     

    (b) “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 as otherwise 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

     

    (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 ninety (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 or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03 of this Agreement, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01(b), 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, 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 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.

     

    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 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.

     

    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.

     


    
      
        
        

      

      
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    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.


     

    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
      such 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 such
      Servicer under this Agreement the responsibilities, duties and liabilities
      contained in Section 2.03 of this Agreement and the obligation of such
      Servicer to deposit amounts in respect of losses pursuant to
      Section 3.10(b) of this Agreement) by the terms and provisions hereof
      including, without limitation, such 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 such 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
      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 ninety
      (90) 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 such 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 related 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.

     


    
      
        
        

      

      
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    Notwithstanding
      any provision in this Agreement to the contrary, for a period of 30 days
      following the date on which Ocwen shall have received a notice of termination
      pursuant to Section 8.01 of this Agreement, Ocwen or its designee may
      appoint a successor Servicer with respect to the Ocwen Mortgage Loans that
      satisfies the eligibility criteria of a successor Servicer set forth below,
      which appointment shall be subject to the consent of the Depositor, the Sponsor,
      the Master Servicer, and the Trustee, which consent shall not be unreasonably
      withheld or delayed; provided that such successor Servicer agrees to fully
      effect the servicing transfer within 120 days following the termination of
      Ocwen
      and to make all P&I Advances that would otherwise be made by the Master
      Servicer under Section 8.01 as of the date of such appointment, and to
      reimburse the Master Servicer for any unreimbursed P&I Advances they have
      made and any reimbursable expenses that they may have incurred in connection
      with this Section 8.02. Any proceeds received in connection with the
      appointment of such successor Servicer shall be the property of Ocwen or its
      designee. This 30-day period shall terminate immediately (i) at the close of
      business on the second Business Day of such 30-day period if (A) Ocwen was
      terminated because of an Event of Default described in Section 8.01(a)(vii)
      for failing to make a required P&I Advance, and (B) Ocwen shall have failed
      to make (or cause to be made) such P&I Advance, or shall fail to reimburse
      (or cause to be reimbursed) the Master Servicer for a P&I Advance made by
      the Master Servicer, by the close of business on such second Business Day,
      or
      (ii) at the close of business on the second Business Day following the date
      (if
      any) during such 30-day period on which a P&I Advance is due to be made, if
      Ocwen shall have failed to make (or caused to be made) such P&I Advance, or
      Ocwen shall have failed to reimburse (or cause to be reimbursed) the Master
      Servicer for such P&I Advance, by the close of business on such second
      Business Day; provided, that such 30-day period shall only be terminated to
      the
      extent that the Servicing Rights Lender has received notice of such failure
      from
      the Master Servicer and the Servicing Rights Lender has not cured or caused
      the
      cure of such failure within two (2) Business Days following receipt of notice,
      provided, however, that such notice requirement shall only be applicable to
      the
      extent that the Master Servicer has been provided with the written address
      and
      contact information for the Servicing Rights Lender.

     

    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 and (iv) assume all the responsibilities, duties or
      liabilities of the terminated Servicer (other than liabilities of the terminated
      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.

     

    (b) 
      (1) All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of the related
      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.

     


    
      
        
        

      

      
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    (2) No
      appointment of a successor to the terminated Servicer under this Agreement
      shall
      be effective until the assumption by the successor of all of the termianated
      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 the terminated
      Servicer as such 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 the
      terminated 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 the Master Servicer or a Servicer pursuant to
      Section 8.01(a) or (b) of this Agreement, or any appointment of a successor
      to the Master Servicer or a Servicer pursuant to Section 8.02 of this
      Agreement, the Trustee shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (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
      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 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) of this
      Agreement may be waived only by all of the Holders of the Regular Certificates.
      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.

     

    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.

     

    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;

     


    
      
        
        

      

      
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    (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 Holders of Certificates entitled to at least 25%
      of
      the Voting Rights 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 of this Agreement:

     

    (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;

     

    (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;

     

    (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, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer 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;

     


    
      
        
        

      

      
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    (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;

     

    (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 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 such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (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; 

     


    
      
        
        

      

      
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    (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 taking such action, that it be provided by the Depositor
      with reasonable further instructions; and

     

    (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.

     

    (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.

     

    (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. Any funds payable by the Securities Administrator under the Cap
      Contracts 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 Contracts unless otherwise set forth in the Cap Contracts.


     

    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.


    
      
        
        

      

      
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    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee, of the 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 Trustee shall apply to the Trustee’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 Contracts
      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:

    


    (i)
      the
      Trustee shall execute and deliver the Cap Contracts 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
      Contracts.

     

    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 Contracts, 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 Cap Contracts, and the performance
      of its duties and satisfaction of its obligations thereunder.

    


    (e) None
      of
      the Securities Administrator, the Master Servicer, the Servicers, the Sponsor,
      the Depositor, the Custodian 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.

     


    
      
        
        

      

      
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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 Sections 2.11 and
      9.12 of this Agreement) shall be taken as the statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness. Neither the Trustee nor the Securities Administrator
      makes any representations or warranties as to the validity or sufficiency of
      this Agreement (other than as specifically set forth in Section 9.12 of
      this Agreement), 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 a Collection Account by the related Servicer,
      other than with respect to the Securities Administrator any funds held by it
      or
      on behalf of the Trustee in accordance with Sections 3.23, 3.24, 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, Custodian and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, and of the Custodian
      under the 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 Custodian
      and any director, officer, employee or agent of the Trustee, the Securities
      Administrator and the Custodian shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred by the Trustee, the Custodian or the Securities
      Administrator 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 (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, as applicable, pursuant to Section 11.01(g) of
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator, as applicable, or
      by
      reason of reckless disregard of 

     


    
      
        
        

      

      
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    its
      obligations and duties hereunder. In no event shall the Trustee, Custodian,
      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 of this Agreement, 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 Custodian.
      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.

     

    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 of this Agreement.

     

    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, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, 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 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     


    
      
        
        

      

      
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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.

     

    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 of this Agreement 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.

     

    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. 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.

     


    
      
        
        

      

      
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    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 of this Agreement,
      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. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     


    
      
        
        

      

      
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    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 Servicers and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i) It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii) The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii) It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv) This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v) It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

    
      
        
        

      

      
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    (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 of this Agreement, 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
      of this Agreement 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 II Regular Interests or the Classes of
      Certificates as hereinafter set forth) shall terminate upon payment to the
      Certificateholders 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 Last Scheduled Distribution 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) plus (iii) 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, Ocwen (either the Master Servicer or Ocwen, 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. 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
      Certificates. Notwithstanding the foregoing, the optional termination right
      may
      only be exercised by Ocwen if (1) the Servicer receives written notification
      from the Master Servicer that the Master Servicer will not exercise such
      optional termination right or (2) Ocwen 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 Ocwen
      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.

     


    
      
        
        

      

      
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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 Servicer, the Supplemental Interest Trust Trustee, the
      Trustee and the Swap Provider confirming (in accordance with the applicable
      provisions of the Swap Agreement) (a) its receipt of the Termination Price
      (other than the Swap Termination Payment) and the Estimated Swap Termination
      Payment and (b) that all other requirements of the optional termination have
      been met. Upon the Securities Administrator’s providing the notice described in
      the preceding sentence, the optional termination shall become irrevocable,
      the
      notice to Certificateholders of such optional termination provided pursuant
      to
      the Section 10.01(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 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 Master Servicer, not earlier than the 15th day and not
      later
      than the 25th day of the month next 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 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 Servicer, the Master Servicer, the Trustee and the Custodian
      from such funds deposited in the Distribution Account (i) any amounts which
      a
      Servicer would be permitted to withdraw and retain from the related Collection
      Account pursuant to Section 3.09 of this Agreement, as applicable, 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 Custodian, the Servicers
      and the Swap Provider 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(e) 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;

     

    (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.

     


    
      
        
        

      

      
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    (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 interests” 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 interests” in REMIC II. The Class A Certificates, the Mezzanine
      Certificates, the Class P Certificates, the Class IO Interest and the Class
      CE
      Certificates (exclusive of any right to receive payments from or obligation
      to
      make payments to the Reserve Fund or the Supplemental Interest Trust) shall
      be
      designated as the Regular Interests in REMIC III and the Class R-III Interest
      shall be designated as the Residual Interests 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, the REMIC II Regular Interests, the 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 of this Agreement, 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 of this Agreement, 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 Servicer
      pursuant to Section 11.03 of this Agreement, if such tax arises out of or
      results from a breach by the 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.

     

    SECTION
      11.02. Prohibited
      Transactions and Activities.

     


    
      
        
        

      

      
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    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 a 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 and the Securities Administrator
      (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 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 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 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
      or
      the Trustee, as a result of such Servicer’s failure to perform its covenants set
      forth in Article III in accordance with the standard of care of such Servicer
      set forth in this Agreement.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicers
      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 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.

     

    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicers or the Trustee including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicers 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 but without the
      consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
      (ii) to correct, modify or supplement any provisions herein (including to give
      effect to the expectations of Certificateholders), (iii) to ensure compliance
      with Regulation AB or (iv) to 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, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. 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
      consent of 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 a Servicer 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 shall have first received an Opinion
      of
      Counsel to the effect that 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.

     

    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
      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.

     

    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 upon direction of the Trustee accompanied
      by an
      Opinion of Counsel (which Opinion of Counsel 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.

     

    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.

     


    
      
        
        

      

      
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    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 such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also 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, and 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.

     


    
      
        
        

      

      
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    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 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 and the Trustee in writing by
      the
      Depositor, (b) 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-HE2 (telecopy number: (410) 715-2380), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Depositor
      and
      the Servicers in writing by the Master Servicer or the Securities Administrator,
      (c) 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 and the Depositor
      in writing by the Trustee, (d) 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 and the Depositor in writing
      by
      Ocwen, and (e) in the case of Countrywide, Countrywide Home Loans Servicing
      LP,
      400 Countrywide Way, Simi Valley, California 93065, Attention: John Lindberg
      and
      Yuan Li (telecopy number: (800) 658-6209) , with a copy to Countrywide Home
      Loans Inc., 4500 Park Granada, Calabasas, California 91302, Attention: General
      Counsel, or such other address or telecopy number as may hereafter be furnished
      to the Trustee, the Master Servicer, the Securities Administrator and the
      Depositor in writing by Countrywide. 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.

     

    SECTION
      12.07. Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies 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;

     


    
      
        
        

      

      
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    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 of this Agreement;

     

    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 copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    The
      related Servicer shall make available to each Rating Agency copies of the
      following:

     

    7. Each
      annual statement of compliance described in Section 3.17 of this Agreement;
      and

     

    8. Each
      assessment of compliance and attestation report described in Section 3.18
      of this Agreement.

     

    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; to Moody’s Investors Service, Inc., 99 Church Street, New
      York, New York 10007; or to DBRS, Inc., 55 Broadway, New York, New York 10006,
      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.

     


    
      
        
        

      

      
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    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, 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,
      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, 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 Account 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 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, 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.

     

    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.

     

    (a) Each
      of
      the parties (other than Countrywide) acknowledges and agrees that the purpose
      of
      Sections 3.17, 3.18, 3.19, 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 (other than Countrywide) agrees that (a)
      the obligations of such parties hereunder shall be interpreted in such a manner
      as to accomplish that purpose, (b) such 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) such
      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. 

     


    
      
        
        

      

      
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    (b) Countrywide
      acknowledges and agrees that the purpose of Sections 3.17, 3.18, 3.19, 3.27,
      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. The Master Servicer and Countrywide
      acknowledge and agree that the purpose of Sections 3.17, 3.18, 3.19 and 3.27
      of
      this Agreement is to facilitate compliance by Countrywide and the Depositor
      with
      the provisions of Regulation AB and related rules and regulations of the
      Commission. Countrywide shall not exercise its right to request delivery of
      information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and the rules and regulations of the Commission thereunder.
      Countrywide acknowledges that interpretations of the requirements of Regulation
      AB may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, and agrees to negotiate in good faith with the Master
      Servicer or the Depositor with regard to any reasonable requests for delivery
      of
      information under these provisions on the basis of evolving interpretations
      of
      Regulation AB. Countrywide
      shall cooperate fully with the Master
      Servicer
      deliver to the Master
      Servicer and
      the Depositor, any and all statements, reports, certifications, records and
      any
      other information necessary to permit the Master Servicer or the Depositor
      to
      comply with the provisions of Regulation AB, together with such disclosures
      relating to Countrywide, and any parties or items identified in writing by
      Countrywide, including, any Sub-Servicer or the servicing of the Countrywide
      Mortgage Loans necessary in order to effect such compliance.

     

    The
      Master Servicer agrees that it will cooperate with Countrywide and provide
      sufficient and timely notice of any information requirements hereunder. The
      Master Servicer will make all reasonable efforts to contain requests for
      information, reports or any other materials to items required to be delivered
      by
      Countrywide for compliance with Regulation AB, and shall not request information
      from Countrywide which is not required for such compliance. 

     

    SECTION
      12.12. Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator, Servicer and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator
      and the Depositor, respectively, and each of 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 or the Depositor,
      as
      the case may be, then each such party agrees that it shall contribute to the
      amount paid or payable by the Master Servicer, the Securities Administrator
      or
      the Depositor, as applicable, as a result of any claims, losses, damages or
      liabilities incurred by such party in such proportion as is appropriate to
      reflect the relative fault of the indemnified party on the one hand and the
      indemnifying party on the other. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

    
      
        
        

      

      
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    SECTION
      12.13. Swap
      Provider as a Third Party Beneficiary.

     

    The
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express rights to receive any payments under this Agreement or
      any
      other express rights of each Swap Provider explicitly stated in this Agreement,
      and shall have the right to enforce such rights under this Agreement as if
      it
      were a party hereto.

     


    
      
        
        

      

      
        246

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Servicer, 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
              J. Hearn
	 	
              

              Name:
                Doris J. Hearn

              Title:
                Vice President

            
	 	 


    

    


    
      	 	 	 
	 	
              OCWEN
                LOAN SERVICING, LLC

              as
                a Servicer

            
	 
 	 
 	 
 
	 	By:  	/s/: Richard
              Delgado
	 	
              

              Name:
                Richard Delgado

              Title:
                Authorized Representative

            
	 	 


    

     

    
      	 	 	 
	 	
              COUNTRYWIDE
                HOME LOAN SERVICING LP 

              as
                a Servicer

            
	 
 	 
 	 
 
	 	By:  	/s/: Adam
              Gadsby
	 	
              

              Name:
                Adam Gadsby

              Title:
                1st
                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
              M. Taylor
	 	
              

              Name:
                Stacey M. Taylor

              Title:
                Vice President

            
	 	 


    

    
       

      
        	 	 	 
	 	
                Acknowledged
                  and Agreed for purposes of Section 9.05:

                 

                DB
                  STRUCTURED PRODUCTS, INC

              
	 
 	 
 	 
 
	  	By:  	/s/: Susan
                Valenti
	 	
                

                Name:
                  Susan Valenti

                Title:
                  Director

              


      

    

    
      
        	 	 	 
	 	 	 
	 	By:  	/s/: Ernie
                Calabrese
	 	
                

                Name:
                  Ernie 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

            
	 	 


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF North Carolina

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Mecklenburg

            	
              )

            
	 	 


    

    On
      the
      5th
      day of
      March 2007, before me, a notary public in and for said State, personally
      appeared Evelyn Echevarria 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\:
                Cynthia
                A. Reames 

            
	 	
              
                
Notary
                Public

            
	 	My
              commission expires: July 4, 2011


    

    [Notarial
      Seal]     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF North Carolina

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Mecklenburg

            	
              )

            
	 	 


    

    On
      the
      5th
      day of
      March 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\:
                  Cynthia
                  A. Reames 

              
	 	
                
                  
Notary
                  Public

              
	[Notarial
                Seal] 	My
                commission expires: July 4, 2011


      

       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Maryland

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Howard

            	
              )

            
	 	 


    

    On
      the
      8th
      day of
      March 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\:
                  Jennifer Richardson

              
	 	
                
                  
Notary
                  Public

              
	[Notarial
                Seal] 	My
                commission expires: April 1, 2010


      

       

    

       

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Florida

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Palm Beach

            	
              )

            
	 	 


    

    On
      the
      6th
      day of
      March 2007, before me, a notary public in and for said State, personally
      appeared Richard Delgado 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 limited
      liability company, and acknowledged to me that such limited liability company
      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: June 3, 2009


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF California 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Los Angeles

            	
              )

            
	 	 


    

    On
      the
      5th
      day of
      March 2007, before me, a notary public in and for said State, personally
      appeared Adam Gadsby known to me to be a 1st
      Vice
      President of Countrywide Home Loans Servicing LP, 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 limited liability company, and acknowledged to
      me
      that such limited liability company 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\:
                    Glenda J. Daniel

                
	 	
                  
                    
Notary
                    Public

                
	[Notarial
                  Seal] 	My
                  commission expires: October 15, 2009


        

         

      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF New York

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Kings

            	
              )

            
	 	 


    

    On
      the
      8th
      day of
      March 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\:
                    Doris Wong

                
	 	
                  
                    
Notary
                    Public

                
	[Notarial
                  Seal] 	My
                  commission expires: August 7, 2010


        

         

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-[1][2A][2B][2C][2D] 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.

     


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-HE2, Class A-[1][2A][2B][2C][2D]

            	 	
              Aggregate
                Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
                Certificates as of the Issue Date: $_____________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: February 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: March 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: March 8, 2007

            
	 	 	 
	 	 	
              CUSIP:
                ________________

            
	 	 	 


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE2

    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, first and second lien,
      fixed-rate and adjustable-rate 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 A-[1][2A][2B][2C][2D] Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all of the Class A-[1][2A][2B][2C][2D] 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, N.A. as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”), Countrywide Home Loans Sercvicing LP as a servicer
      (“Countrywide”; together with Ocwen, the “Servicers”, and 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-[1][2A][2B][2C][2D] 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 (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class A-[1][2A][2B][2C][2D]
      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-[1][2A][2B][2C][2D]
      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 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 [Group I][Group II] Cap Contracts as applicable, 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 Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and 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.

     

    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.

     

    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,
      each
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or each 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,
      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-1-4

        
          

        

      

      
        
        

      

    


    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:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2A][2B][2C][2D] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    


    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

            


    


    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    


    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.

            	 


    

    
 

      
        
          
          

        

        
          A-1-8

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS M-[1][2][3][4][5][6][7][8][9] 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.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1
      CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES[,/AND] CLASS M-3 CERTIFICATES
      [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS M-5 CERTIFICATES [,/AND] CLASS
      M-6
      CERTIFICATES [,/AND] CLASS M-7 CERTIFICATES [AND] CLASS M-8 CERTIFICATES] TO
      THE
      EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
      SET
      FORTH 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.

     


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-HE2, Class M-[1][2][3][4][5][6][7][8][9]

            	 	
              Aggregate
                Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9]
                Certificates as of the Issue Date: $______________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: February 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: March 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.___

            	 	
              Issue
                Date: March 8, 2007

            
	 	 	 
	 	 	
              CUSIP:_________________

            
	 	 	 


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE2

    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, first and second lien,
      fixed-rate and adjustable-rate 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
      M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date) in that certain
      beneficial ownership interest evidenced by all of the Class
      M-[1][2][3][4][5][6][7][8][9] 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,
      N.A. as master servicer (the “Master Servicer”) and securities administrator
      (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer
      (“Ocwen”), Countrywide Home Loans Sercvicing LP as a servicer (“Countrywide”;
      together with Ocwen, the “Servicers”, and 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-2-2

        
          

        

      

      
        
        

      

    


    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
      M-[1][2][3][4][5][6][7][8][9] 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 (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class
      M-[1][2][3][4][5][6][7][8][9] 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
      M-[1][2][3][4][5][6][7][8][9] 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 equal 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 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 Contracts, 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-2-3

        
          

        

      

      
        
        

      

    


    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 Servicer 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 Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and 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.

     

    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.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth 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
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the 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
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    


    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 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-2-5

        
          

        

      

      
        
        

      

    


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

     

    Dated:

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-[1][2][3][4][5][6][7][8][9] Certificates referred to in
      the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    


    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

            


    


    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    


    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.

            	 


    

    




    
      
        
        

      

      
        A-2-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS CE 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 AND THE MEZZANINE
      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.

     

    


     


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-HE2, Class CE

            	 	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $_____________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_________________

            
	 	 	 
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: March 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: March 8, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE2

    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, first and second lien,
      fixed-rate and adjustable-rate 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
      SERVICER, 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 Certificates as of the Issue
      Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      CE
      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, N.A. as master servicer (the
      “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”), Countrywide
      Home Loans Sercvicing LP as a servicer (“Countrywide”; together with Ocwen, the
“Servicers”, and 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

        
          

        

      

      
        
        

      

    


    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 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 (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class CE 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 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 Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator (with
      respect to matters affecting the Swap Agreement) and the Servicer with the
      consent of the Swap Provider and 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.

     


    
      
        
        

      

      
        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
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the 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
      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:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

      

    


    


    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

            


    


    
      
        
        

      

      
        A-3-7

        
          

        

      

      
        
        

      

    


    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.

            	 


    

    


    

      
        
          
          

        

        
          A-3-8

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
      CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
      THE INTERNAL REVENUE CODE OF 1986, 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.

     


    
      
        
        

      

      
        A-4-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-HE2, 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: February 1,
                2007

            	 	
              Denomination:
                $100.00

            
	 	 	 
	
              First
                Distribution Date: March 25, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              No.
                __

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	 	 	
              Issue
                Date: March 8, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE2

    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, first and second lien,
      fixed-rate and adjustable-rate 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
      SERVICER, 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, N.A.
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”),
      Countrywide Home Loans Sercvicing LP as a servicer (“Countrywide”; together with
      Ocwen, the “Servicers”, and 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-4-2

        
          

        

      

      
        
        

      

    


    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 (5) 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 Servicer 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 Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and 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.

     


    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    


    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-4-4

        
          

        

      

      
        
        

      

    


    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the 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
      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-4-5

        
          

        

      

      
        
        

      

    


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

     

    Dated:

    
      	 	 	 	 	 	 	 	
              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

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    


    


    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

            


    


    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

    


    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.

            	 


    

     


    
      
        
        

      

      
        A-4-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    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.

     

    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.

     


    
      
        
        

      

      
        A-5-1

        
          

        

      

      
        
        

      

    


    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 IN SECTION 6.02(c) OF THE AGREEMENT
      REFERRED TO HEREIN.

     

    


     


    
      
        
        

      

      
        A-5-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-HE2, 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: February 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: March 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No
                __

            	 	
              Issue
                Date: March 8, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE2

    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, first and second lien,
      fixed-rate and adjustable-rate 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
      SERVICER, 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, N.A.
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”),
      Countrywide Home Loans Sercvicing LP as a servicer (“Countrywide”; together with
      Ocwen, the “Servicers”, and 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-5-3

        
          

        

      

      
        
        

      

    


    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.

     

    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 (5) 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 Servicer 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 Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and 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.

     


    
      
        
        

      

      
        A-5-4

        
          

        

      

      
        
        

      

    


    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, (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 attached to the Agreement as Exhibit B-4
      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-5-5

        
          

        

      

      
        
        

      

    


    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
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the 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
      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-5-6

        
          

        

      

      
        
        

      

    


    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-5-7

        
          

        

      

      
        
        

      

    


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

     

    Dated:

    
      	 	 	 	 	 	 	 	
              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

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-5-8

        
          

        

      

      
        
        

      

    


    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

            


    


    
      
        
        

      

      
        A-5-9

        
          

        

      

      
        
        

      

    


    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.

            	 


    


    
      
        
        

      

      
        A-5-10

        
          

        

      

      
        
        

      

    


    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-HE2

     

    
      	 	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-HE2 Asset Backed
                Pass-Through Certificates

              [Class
                CE,] [Class P] and [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 February 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 (“Ocwen”),
      Countrywide Home Loans Sercvicing LP as a servicer (“Countrywide”; together with
      Ocwen, the “Servicers”, and each a “Servicer”) and HSBC Bank USA, National
      Association as trustee (the “Trustee”) (the “Pooling and Servicing Agreement”),
      pursuant to which Pooling and Servicing Agreement the Certificates were
      issued.

     


    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    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-HE2

     

    
      	 	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-HE2

              Asset
                Backed Pass-Through Certificates 

              [Class
                CE,] [Class P] and [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 Servicer 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 Servicer to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the 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 Servicer 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
      February 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, Countrywide Home Loans Sercvicing LP 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-HE2

     

    
      	 	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-HE2 Asset Backed
                Pass-Through Certificates, Class CE Certificates and/or Class P
                Certificates     

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of February 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, Countrywide Home Loans Servicing LP, as 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][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;

     


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    (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-HE2

     

    
      	 	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-HE2 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [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 Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act’), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Seller will not act, in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Seller 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 February 1, 2007, among ACE Securities Corp., Wells Fargo Bank,
      N.A., Ocwen Loan Servicing, LLC, Countrywide Home Loans Sercvicing LP and HSBC
      Bank USA, National Association.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              ___________________________________________

            
	 	 	 	 	 	 	 	
              (Transferor)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


     


    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE LETTER

     

    


    _______________,
      20__

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-HE2

     

    
      	 	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-HE2 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [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, dated
      as of
      February 1, 2007, among the Depositor, as 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”),
      Countrywide Home Loans Sercvicing LP, as a servicer (“Countrywide; together with
      Ocwen, the “Servicers”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”) 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 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 (e) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the 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 Servicer 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 Servicer to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the 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-HE2 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 February 1, 2007, among ACE Securities
                Corp., Wells Fargo Bank, N.A., Ocwen Loan Servicing, LLC, Countrywide
                Home Loans Servicing LP
                and HSBC Bank USA, National Association, 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.

            


    

     


    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    


    
      	 	
              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 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 Certificates. This
                agreement shall bind and be enforceable against any successor, transferee
                or assigned 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:

            


    

     

     


    
      
        
        

      

      
        B-4-4

        
          

        

      

      
        
        

      

    


    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
      or
      a transfer affidavit and agreement in the form attached to the Pooling and
      Servicing Agreement as Exhibit B-2. 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, dated as of February 1, 2007, among ACE
      Securities Corp., Wells Fargo Bank, N.A., Ocwen Loan Servicing, LLC, Countrywide
      Home Loans Servicing LP and HSBC Bank USA, National Association.

     


    
      
        
        

      

      
        B-4-5

        
          

        

      

      
        
        

      

    


    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:

            


    


    
      
        
        

      

      
        B-4-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C


     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

    Mortgage
      Pass-Through Certificates, Series 2007-HE2

     

    I,
      [identify the certifying individual], certify to ACE Securities Corp. (the
      “Depositor”), HSBC Bank USA, National Association (the “Trustee”) or 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 Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Servicer
      during 200[ ] that were delivered by the Servicer to the Master Servicer
      pursuant to the Agreement (collectively, the “Servicer Servicing
      Information”);

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

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

     

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by any Subservicer 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.

     

    



    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of February
      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, Countrywide Home Loans Servicing LP as a Servicer and HSBC Bank USA,
      National Association as Trustee.

     

     

    
      	
              Date:

            	 
	 
	 
	
              [Signature]

            
	 
	
              [Title]

            


    

    



    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF
      POWER OF ATTORNEY

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    [Servicer]

    [Servicer’s
      Address]

    


    Attn:
      _________________________________

    


    LIMITED
      POWER OF ATTORNEY

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that ________________, having its principal place of
      business at ____________________, as Trustee (the “Trustee”) pursuant to that
      Pooling and Servicing Agreement among ___________________ (the “Depositor”),
      Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Ocwen
      Loan Servicing, LLC as a servicer (“Ocwen”), Countrywide Home Loans Servicing LP
      as a servicer (“Countrywide”) and the Trustee, dated as of February 1, 2007 (the
“Pooling and Servicing Agreement”), hereby constitutes and appoints
      [Ocwen][Countrywide] (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.

            


    

    



    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    
      	
              3.

            	
              The
                conveyance of the properties to the mortgage insurer, or the closing
                of
                the title to the property to be acquired as real estate owned, or
                conveyance of title to real estate
                owned.

            


    

    


    4.    The
      completion of loan assumption agreements.

    


    
      	
              5.

            	
              The
                full satisfaction/release of a Mortgage or Deed of Trust or full
                conveyance upon payment and discharge of all sums secured thereby,
                including, without limitation, cancellation of the related Mortgage
                Note.

            


    

    


    
      	
              6.

            	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            


    

    


    
      	
              7.

            	
              The
                full assignment of a Mortgage or Deed of Trust upon payment and discharge
                of all sums secured thereby in conjunction with the refinancing thereof,
                including, without limitation, the assignment of the related Mortgage
                Note.

            


    

    


    
      	
              8.

            	
              With
                respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                of a
                deed in lieu of foreclosure, or the completion of judicial or non-judicial
                foreclosure or termination, cancellation or rescission of any such
                foreclosure, including, without limitation, any and all of the following
                acts:

            


    

    


    
      	 	
              a.

            	
              the
                substitution of trustee(s) serving under a Deed of Trust, in accordance
                with state law and the Deed of
                Trust;

            


    

    


    
      	 	
              b.

            	
              the
                preparation and issuance of statements of breach or
                non-performance;

            


    

    


    
      	 	
              c.

            	
              the
                preparation and filing of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              d.

            	
              the
                cancellation/rescission of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              e.

            	
              the
                taking of a deed in lieu of foreclosure;
                and

            


    

    


    
      	 	
              f.

            	
              the
                preparation and execution of such other documents and performance
                of such
                other actions as may be necessary under the terms of the Mortgage,
                Deed of
                Trust or state law to expeditiously complete said transactions in
                paragraphs 8.a. through 8.e.,
                above.

            


    

    


    The
      undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney as fully as the undersigned might or could do, and hereby
      does
      ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
      to be done by authority hereof. 

    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of Attorney; and may be satisfied that this Limited
      Power of Attorney shall continue in full force and effect and has not been
      revoked unless an instrument of revocation has been made in writing by the
      undersigned.


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
      Servicing Agreement among the Depositor, Wells Fargo Bank, National Association,
      Wells Fargo, Ocwen Loan Servicing, LLC, Countrywide Home Loans Servicing LP
      and
      the Trustee, dated as of ___________ 1, 200__ (_____________ Asset Backed
      Certificates, Series 200__-___), has caused its corporate seal to be hereto
      affixed and these presents to be signed and acknowledged in its name and behalf
      by ____________ its duly elected and authorized Vice President this _________
      day of _________, 200__.

    


    
      	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
              as
                Trustee for _____ Asset 

              Backed
                Certificates, Series 200__-___

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 


    

    
 

    
      	
              STATE
                OF _____________

            
	 
	
              COUNTY
                OF ___________

            


    

     

    On
      _______________, 200__, before me, the undersigned, a Notary Public in and
      for
      said state, personally appeared ____________, Vice President of
      ____________________ as Trustee for ___________ Asset Backed Certificates,
      Series 200__-___, personally known to me to be the person whose name is
      subscribed to the within instrument and acknowledged to me that he/she executed
      that same in his/her authorized capacity, and that by his/her signature on
      the
      instrument the entity upon behalf of which the person acted and executed the
      instrument.

    


    WITNESS
      my hand and official seal.

    (SEAL)

    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                Commission Expires
                _________________

            


    


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    SERVICING
      CRITERIA

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    The
      assessment of compliance to be delivered by [the Servicer] [the Master Servicer]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Relevant Servicing Criteria”:

    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              General
                Servicing Considerations

            	
               

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            
	
              1122(d)(1)(ii)

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

            	
              X

            
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

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

            	
              X

            
	
               

            	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            


    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
               

            	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            
	
              1122(d)(3)(iii)

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

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            
	
               

            	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            


    


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	
              X

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xiv)

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

            	
              X

            
	
              1122(d)(4)(xv)

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

            	 
	
               

            	
               

            	
               

            


    

    


     

    [NAME
      OF SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

     

    Date: _________________________

     

    


    By:

     

    Name:
       ________________________________
      

     

    Title:
       ________________________________

    



    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    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

            
	
              (vi) unissued
                checks safeguarded

            	 	 	
              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-4

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	
              Seller

            	
              Servicers

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (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

            	 	 	 	 	 
	
              (ix) adjustments
                to variable interest rates on pool assets

            	 	 	
              X

            	 	 	 	 	 


    


    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	
              Seller

            	
              Servicers

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (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-6

          
            

          

        

        
          
          

        

      



    EXHIBIT
      F

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated March 8, 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 Agreements (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-HE2, Asset Backed Pass-Through
      Certificates (the “Certificates”). The Certificates will consist of seventeen
      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-HE2, Asset Backed Pass-Through Certificates, dated as of February 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”), Countrywide Home Loans Servicing LP as a servicer
      (“Countrywide”; together with Ocwen, the “Servicers”) and HSBC Bank USA,
      National Association as trustee (the “Trustee”). The Purchaser will sell the
      Class A-1 Certificates (the “Class A-1 Certificates”), Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates (collectively, the “Class A-2
      Certificates”; together with the Class A-1 Certificates, the “Class A
      Certificates”), the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates (the “Mezzanine
      Certificates”; together with the Class A Certificates, the “Publicly 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 March 8, 2007 (collectively, 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 March 8, 2007 (the
      “Closing Date”), (a) certain conventional, one- to four-family, fixed-rate and
      adjustable-rate, first and second lien, residential mortgage loans (the
“Mortgage Loans”), having an aggregate principal balance as of the close of
      business on February 1, 2007 (the “Cut-off Date”) of approximately $796,434,542
      (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,
      but excluding the rights to the servicing of the Mortgage Loans, which are
      owned
      by the Servicers (the “Servicing Rights”) and (b) all of the Seller’s right,
      title and interest in and to (i) the Cap Agreement between Bear Stearns
      Financial Products Inc. (“Bear Stearns”)and the Trustee, as trustee of ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-HE2, Asset Backed
      Pass-Through Certificates dated as of March 8, 2007 (the “Group I Cap
      Agreement”), relating to the Class A-1 Certificates and the Mezzanine
      Certificates and (ii) the Cap Agreement between Bear Stearns and the Trustee,
      as
      trustee of ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2, Asset
      Backed Pass-Through Certificates, dated as of March 8, 2007 (the “Group II Cap
      Agreement”; together with the Group I Cap Agreement, the “Cap Agreements”)
      relating to the Class A-2 Certificates and the Mezzanine Certificates and (iii)
      the Swap Agreement between Bear Stearns and the Trustee, as trustee of ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-HE2, Asset Backed
      Pass-Through Certificates dated as of March 8, 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 Agreements
      to be purchased hereunder, the Purchaser shall, as described in Section 8,
      (i)
      pay to or upon the order of the Seller in immediately available funds an amount
      (the “Purchase Price”) equal to (i) $________* and (ii) a 100% interest in the
      Class CE, Class P and Class R Certificates (collectively the “DB Certificates”).
      The DB Certificates shall be registered in the name of “Deutsche Bank Securities
      Inc.”

     

    (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 Agreements together with its rights under this Agreement, to the Trustee
      for the benefit of the Certificateholders.

     

     

    
      
        

      

      * Please
        contact the Mortgage Loan Seller for this information.



    
      
        
        

      

      
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    SECTION
      4. Transfer
      of the Mortgage Loans.

     

    (a) Possession
      of Mortgage Files.
      The
      Seller does hereby sell to the Purchaser, without recourse but subject to the
      terms of this Agreement, all of its right, title and interest in, to and under
      the Mortgage Loans, including the related Prepayment Charges, the Swap Agreement
      and the Cap Agreements, but excluding the Servicing Rights. The contents of
      each
      Mortgage File not delivered to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser on or prior to the Closing Date are and shall be
      held
      in trust by the Seller for the benefit of the Purchaser or any assignee,
      transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
      the ownership of each Mortgage Note, the related Mortgage and the other contents
      of the related Mortgage File is vested in the Purchaser and the ownership of
      all
      records and documents with respect to the related Mortgage Loan prepared by
      or
      that come into the possession of the Seller on or after the Closing Date shall
      immediately vest in the Purchaser and shall be delivered immediately to the
      Purchaser or as otherwise directed by the Purchaser.

     

    (b) Delivery
      of Mortgage Loan Documents.
      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 first lien or second lien on the
      Mortgaged Property represented therein as a fee interest vested in the
      Mortgagor;

     


    
      
        
        

      

      
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    (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.

     

    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 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.

     


    
      
        
        

      

      
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    (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.

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (ix) The
      Mortgage has not been satisfied, cancelled, subordinated (other than with
      respect to second lien Mortgage Loans, the subordination to the first lien)
      or
      rescinded, in whole or in part, and the Mortgaged Property has not been released
      from the lien of the Mortgage, in whole or in part, nor has any instrument
      been
      executed that would effect any such satisfaction, cancellation, subordination,
      rescission or release;

     

    (x) The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable first or 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 with respect to second lien Mortgage Loans, the subordination to
      the
      related first lien), pledge, charge, claim or security interest and immediately
      upon the sale, assignment and endorsement of the Mortgage Loans from the Seller
      to the Purchaser, the Purchaser shall have good and indefeasible title to and
      be
      the sole legal owner of the Mortgage Loans subject only to any encumbrance,
      equity, lien, pledge, charge, claim or security interest arising out of the
      Purchaser’s actions;

     

    (xiii) 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 6.74% of the Group I Mortgage Loans and
      approximately 11.06% of the Group II Mortgage Loans, in each case, by aggregate
      principal balance as of the Cut-off Date, which are interest-only loans and
      approximately 34.52% of the Group I Mortgage Loans and approximately 48.88%
      of
      the Group II Mortgage Loans, in each case, by aggregate principal balance as
      of
      the Cut-off Date, which are balloon loans, each Mortgage Note is payable on
      the
      first day of each month in equal monthly installments of principal and interest
      (subject to adjustment in the case of the adjustable rate Mortgage Loans),
      with
      interest calculated on a 30/360 basis and payable in arrears, sufficient to
      amortize the Mortgage Loan fully by the stated maturity date over an original
      term from commencement of amortization to not more than 30 years and no Mortgage
      Loan permits negative amortization;

     


    
      
        
        

      

      
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    (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 (ix) 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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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 first or 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) The
      Mortgage Interest Rate with respect to the Adjustable Rate Mortgage Loans is
      subject to adjustment at the time and in the amounts as are set forth in the
      related Mortgage Note;

     

    (xxxvii) No
      Mortgage Loan contains a provision whereby the Mortgagor can convert an
      Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

     

    (xxxviii) 
      With
      respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
      single-premium credit-life, credit disability, credit unemployment or credit
      property insurance policy in connection with the origination of such Group
      I
      Mortgage Loan;

     

    (xxxix) With
      respect to any Group I Mortgage Loan that contains a provision permitting
      imposition of a penalty upon a prepayment prior to maturity: (a) such Group
      I
      Mortgage Loan provides some benefit to the Mortgagor (e.g., a rate or fee
      reduction) in exchange for accepting such prepayment penalty; (b) such Group
      I
      Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
      requiring third-party brokers to offer the Mortgagor, the option of obtaining
      a
      mortgage loan that did not require payment of such a penalty; (c) the prepayment
      penalty was adequately disclosed to the Mortgagor pursuant to applicable state
      and federal law; (d) no Group I Mortgage Loan originated on or after October
      1,
      2002 will provide for prepayment penalties for a term in excess of three years
      and any Group I Mortgage Loans originated prior to such date will not provide
      for prepayment penalties for a term in excess of five years; in each case unless
      such Group I Mortgage Loan was modified to reduce the prepayment period to
      no
      more than three years (in the case of subprime loans) or five years (in the
      case
      of non-subprime loans) from the date of the Mortgage Note and the Mortgagor
      was
      notified in writing of such reduction in prepayment period; and (e) such
      prepayment penalty shall not be imposed in any instance where the Group I
      Mortgage Loan is accelerated or paid off in connection with the workout of
      a
      delinquent Mortgage or due to the Mortgagor’s default, notwithstanding that the
      terms of such Group I Mortgage Loan or state or federal law might permit the
      imposition of such penalty;

     


    
      
        
        

      

      
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    (xl) No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994, as amended (“HOEPA”) or any comparable law and no Mortgage Loan is
      classified and/or defined as “high cost home”, “covered” (excluding home loans
      defined as “covered home loans” in the New Jersey Home Ownership Security Act of
      2002 that were originated between November 26, 2003 and July 7, 2004) “high risk
      home” or “predatory” loan under any other federal, state or local law (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees). No Group I
      Mortgage Loan has an “annual percentage rate” or “total points and fees” payable
      by the Mortgagor (as each such term is defined under HOEPA) that equal or exceed
      the applicable thresholds defined under HOEPA (Section 32 of Regulation Z,
      12
      C.F.R. Section 226.32(a)(1)(i) and (ii));

     

    (xli) There
      is
      no Mortgage Loan that was originated or modified on or after October 1, 2002
      and
      before March 7, 2003, which is secured by property located in the State of
      Georgia. There is no such Mortgage Loan underlying the Certificate that was
      originated on or after March 7, 2003, which is a “high cost home loan” as
      defined under the Georgia Fair Lending Act;

     

    (xlii) [Reserved];

     

    (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) 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;

     

    (xlv) 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 (Act 1340 of 2003);

     


    
      
        
        

      

      
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    (xlvi) The
      related Servicer for each Group I Mortgage Loan has fully furnished, and will
      fully furnish, in accordance with the Fair Credit Reporting Act and its
      implementing regulations, accurate and complete information (i.e., favorable
      and
      unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union
      Credit Information Company (three of the credit repositories), on a monthly
      basis;

     

    (xlvii) The
      original principal balance of each Group I Mortgage Loan which is secured by
      a
      first or second lien on the related Mortgaged Property is within Freddie Mac’s
      dollar amount limits for conforming one-to-four family mortgage loans. No Group
      I Mortgage Loan which is secured by a first lien has an original principal
      balance that exceeds the applicable Freddie Mac loan limit; 

     

    (xlviii) 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.);


     

    (xlix) 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.);

     

    (l) 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.);

     

    (li) 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;

     

    (lii) 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;

     

    (liii) No
      Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
      Section 6L, effective as of April 1, 2003;

     

    (liv) No
      Mortgage Loan is a “home loan” in the state of Nevada; 

     

    (lv) No
      Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
      1574;

     

    (lvi) With
      respect to any Group I Mortgage Loan originated on or after August 1, 2004,
      neither the related Mortgage nor the related Mortgage Note requires the
      Mortgagor to submit to arbitration to resolve any dispute arising out of or
      relating in any way to the Mortgage Loan transaction;

     

    (lvii) 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 5.7, 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;

     


    
      
        
        

      

      
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    (lviii) No
      Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C);

     

    (lix) [Reserved];

     

    (lx) [Reserved];

     

    (lxi) With
      respect to each Group I Mortgage Loan, the methodology used in underwriting
      the
      extension of credit for each Group I Mortgage Loan did not rely solely on the
      extent of the Mortgagor’s equity in the collateral as the principal determining
      factor in approving such extension of credit. With respect to each Group I
      Mortgage Loan, the methodology employed objective criteria such as the
      Mortgagor’s income, assets and liabilities, to the proposed mortgage payment
      and, based on such methodology, the Group I Mortgage Loan's originator made
      a
      reasonable determination that at the time of origination the Mortgagor had
      the
      ability to make timely payments on such Group I Mortgage Loan;

     

    (lxii) [Reserved;

     

    (lxiii) [Reserved];

     

    (lxiv) With
      respect to any Group I Mortgage Loans that are on manufactured housing, upon
      the
      origination of each such Group I Mortgage Loan the manufactured housing unit
      either: (i) will be the principal residence of the Mortgagor or (ii) will be
      classified as real property under applicable state law; 

     

    (lxv) [Reserved];

     

    (lxvi) With
      respect to any Mortgage Loan that is secured by a second lien on the related
      Mortgaged Property, either (i) no consent for the Mortgage Loan is required
      by
      the holder of any related senior lien or (ii) such consent has been obtained
      and
      is contained in the Mortgage File;

     

    (lxvii) With
      respect to each Group I Mortgage Loan, the Mortgagor was not encouraged or
      required to select a mortgage loan product offered by the Group I Mortgage
      Loan's originator which is a higher cost product designed for less creditworthy
      borrowers, taking into account such facts as, without limitation, the Group
      I
      Mortgage Loan's requirements and the Mortgagor’s credit history, income, assets
      and liabilities. For a Mortgagor who seeks financing through a Group I Mortgage
      Loan originator’s higher-priced subprime lending channel, the Mortgagor was
      directed towards or offered the Group I Mortgage Loan originator’s standard
      mortgage line if the Mortgagor was able to qualify for one of the standard
      products;

     

    (lxviii) With
      respect to a Mortgage Loan which is a second lien, as of the date hereof, the
      Seller has not received a notice of default of a senior lien on the related
      Mortgaged Property which has not been cured;

     

    (lxix) With
      respect to a Group I Mortgage Loan which is a second lien, (a) such second
      lien
      Group I Mortgage Loan is secured by a one- to four-family residence that is
      the
      principal residence of the Mortgagor, (b) the origination amount for such second
      lien Group I Mortgage Loan did not exceed one-half of the one-unit limitation
      set forth by Freddie Mac for first lien mortgage loans i.e. $208,500 (in Alaska,
      Guam, Hawaii or Virgin Islands: $312,750), without regard to the number of
      units, and (c) the aggregate original principal balance for the first lien
      and
      the second lien mortgage loan does not exceed Freddie Mac’s applicable loan
      limits for first lien mortgage loans for properties of the same type as the
      related Mortgaged Property;

     


    
      
        
        

      

      
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    (lxx) No
      Mortgagor under a Group I Mortgage Loan was charged “points and fees” in an
      amount greater than (a) $1,000 or (b) 5% of the principal amount of such Group
      I
      Mortgage Loan, whichever is greater. For purposes of this representation,
“points and fees” (x) include origination, underwriting, broker and finder’s
      fees and charges that the lender imposed as a condition of making such Group
      I
      Mortgage Loan, whether they were paid to the lender or a third party; and (y)
      exclude bona fide discount points, fees paid for actual services rendered in
      connection with the origination of the mortgage (such as attorney’s fees,
      notaries fees and fees paid for property appraisals, credit reports, surveys,
      title examinations and extracts, flood and tax certifications, and home
      inspections); the cost of mortgage insurance or credit-risk price adjustments;
      the costs of title, hazard, and flood insurance policies; state and local
      transfer taxes or fees; escrow deposits for the future payment of taxes and
      insurance premiums; and other miscellaneous fees and charges, which
      miscellaneous fees and charges, in total, do not exceed 0.25 percent of the
      loan
      amount;

     

    (lxxi) 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;

     

    (lxxii) The
      information set forth in the Closing Schedule is true and correct in all
      material respects as of the Cut-off Date; 

     

    (lxxiii) No
      Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
      as
      a lessee under a ground lease of the related Mortgaged Property;
      and

     

    (lxxiv) No
      Group
      I Mortgage Loan is a Seasoned Mortgage Loan.  Seasoned Mortgage Loan, as
      used herein, shall mean a Mortgage Loan for which the related Mortgage Note
      is
      dated more than 1 year before the date of issuance of the
      Certificates.

     

    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. With respect to the representations
      and
      warranties contained herein as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty was
      inaccurate as of the date such representation and warranty was made or deemed
      to
      be made, and such inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan or the interest therein of the Purchaser or the
      Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
      knowledge by the Seller with respect to the substance of such representation
      and
      warranty being inaccurate at the time the representation and warranty was made,
      the Seller shall take such action described in the following paragraph in
      respect of such Mortgage Loan. Notwithstanding anything to the contrary
      contained herein, any breach of a representation or warranty contained in
      clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi), (lxi),
      (lxiv), (lxvii), (lxix) and/or (lxx) of Section 6 above, shall be automatically
      deemed to affect materially and adversely the interests of the Purchaser or
      the
      Purchaser’s assignee, transferee or designee.

     


    
      
        
        

      

      
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    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by the Seller, as listed on 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 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 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.

     

    (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.

     


    
      
        
        

      

      
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    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 Agreements 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

     

    (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 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 and DBSI;

     


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    (c) Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this Agreement;
      and

     

    (d) Such
      further information, certificates, opinions and documents as the Purchaser
      or
      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.

     

    SECTION
      11. Servicing.
      The
      Mortgage Loans will be master serviced by the Master Servicer and serviced
      by
      the Servicers under the Pooling and Servicing Agreement, [on behalf of the
      Trust,] 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 (exclusive of the
      Servicing Rights) 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.

     


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    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, 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 in writing by the Purchaser; and 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.

     

    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.

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


     

    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.

     

    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.  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 Agreements 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 Agreements by the Seller to the Purchaser
      and not as a pledge of the Mortgage Loans, the Swap Agreement and the Cap
      Agreements 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 the Cap
      Agreements are held to be property of the Seller, then (a) it is the express
      intent of the parties that such conveyance be deemed a pledge of the Mortgage
      Loans, the Swap Agreement and the Cap Agreements 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 Agreements and all amounts
      payable to the holders of the Mortgage Loans, the Swap Agreement and the Cap
      Agreements 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 Agreements,
      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.

     


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


     

    SECTION
      19. Third
      Party Beneficiary.  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.

     


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    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\:
Susan
      Valenti            


    Name:
      Susan Valenti

    Title:
      Director

     

    By:
      \s\:
Ernie
      Calabrese            


    Name:
      Ernie 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 

    

      
        	
                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
                  etseq.

                Effective
                  July 16, 2003 

              	
                High
                  Cost Home Loan 

              
	
                Cleveland
                  Heights, OH 

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01
                  et seq.

                Effective
                  June 2, 2003 

              	
                Covered
                  Loan 

              
	
                Colorado
                  

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-
                  3.5-101et 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, 

              §§
                l37-5 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-3-308à became effective 

              July
                l, 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-I

              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 - 

              March
                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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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)

              	 	 	 	 


      


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      


      
        	
                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)

              	 	 	 	 
	
                (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)

              	 	 	 	 


      


      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (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)

              	 	 	 	 
	
                (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

              	 	 	 	 	 


      


      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (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)

              	 	 	 	 
	
                (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)

              	 	 	 	 


      


      
        
          
          

        

        
          G-4

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                (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

              	 	 	 	 
	
                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

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	 	
                X

              
	
                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 Servicer, 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-5

          
            

          

        

        
          
          

        

      


      


      
        	
                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

              	 	 
	
                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

              


      


      
        
          
          

        

        
          G-6

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                *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

              	 	 	 	 
	
                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-7

          
            

          

        

        
          
          

        

      


      


      
        	
                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)

              


      


      
        
          
          

        

        
          G-8

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                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.

              	 	 	 	 	 	 	 
	
                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 Servicer, 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

              
	
                2.04

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

              	 	 	 	 	 	 	 


      


      
        
          
          

        

        
          G-9

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                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

              	 
	
                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-10

          
            

          

        

        
          
          

        

      


      


      
        	
                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

              	 	 	 	 	 	 	 
	
                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

              


      


      
        
          
          

        

        
          G-11

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	
                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.

              
	 	
                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

              	 
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 


      


      
        
          
          

        

        
          G-12

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                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 Servicer, 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

              
	
                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)

              	 	 


      


      
        
          
          

        

        
          G-13

          
            

          

        

        
          
          

        

      


      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	 	 	
                Master
                  Servicer, affiliated Servicer, 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

              
	
                Significant
                  Obligor

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	 	 	 
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 	 


      

      


       

    


    
      
        
        

      

      
        G-14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SENT
      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-HE2 - SEC REPORT PROCESSING

     

    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318

    Charlotte,
      North Carolina 28211

    Fax:
      (704) 365-1362)

    Attn:
      Juliana Johnson

     

    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 [________] [__], 2007 among [_____________], as [______], [_____________],
      as [______], [_____________], as [______] and [_____________], as [______],
      the
      undersigned, as [______], hereby notifies you that certain events have come
      to
      our attention that [will] [may] need to be disclosed on Form
      [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: [_________________].

     

    


    


    



    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    [NAME
      OF
      PARTY],

    as
      [role]

    


    


    By:
      _____________________

    Name:

    Title:

    




    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    
      SWAP
        AGREEMENT

    

     

     

    

    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK, NEW YORK 10179

    


    
      	
              DATE:

            	
              March
                8, 2007

            
	
               

            	 
	
              TO:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest Trust with respect to the ACE Securities Corp. Home Equity
                Loan
                Trust, Series 2007-HE2 Asset Backed Pass-Through
                Certificates

            
	
              ATTENTION:

            	
              CTLA
                Structured Finance

            
	
              TELEPHONE:

            	
              212-525-1309

            
	
              FACSIMILE:

            	
              212-525-1300

            
	 	 
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711
                

            
	
              FACSIMILE: 

            	
              212-272-9857
                

            
	 	 
	
              SUBJECT:

            	
              Mortgage
                Derivatives Confirmation and Agreement 

            
	 	 
	
              REFERENCE
                NUMBER:

            	
              FXACE07HE2

            


    

    


    The
      purpose of this long-form confirmation (“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 in its individual capacity, but solely
      as
      Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
      Trust
      with respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      Asset Backed Pass-Through Certificates (“Party
      B”).
      Reference is hereby made to the Pooling and Servicing Agreement, dated as of
      the
      February 1, 2007, among ACE Securities Corp., as Depositor, Ocwen Loan
      Servicing, LLC, as Servicer, Countrywide Home Loans Servicing LP, as Servicer,
      Wells Fargo Bank, National Association, as Master Servicer and Securities
      Administrator, and HSBC Bank USA, National Association, as Trustee (the
“Pooling
      and Servicing Agreement”).
      This
      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. This
      Confirmation constitutes a “Confirmation”
      and also
      constitutes a “Schedule”
      as
      referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
      Annex to the Schedule. 

    


    
      	
              1.

            	
              This
                Confirmation 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 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. In the event
                of
                any inconsistency among any of the following documents, the relevant
                document first listed shall govern: (i) this Confirmation, exclusive
                of
                the provisions set forth in Item 4 hereof and Annex A hereto; (ii)
                the
                provisions set forth in Item 4 hereof, which are incorporated by
                reference
                into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                and (v) the ISDA Master Agreement.

            


    

    


    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the provisions herein deemed
      incorporated in a Schedule to the ISDA Master Agreement; each reference herein
      to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
      Support Annex.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXACE07HE2

      HSBC
        Bank
        USA, National Association, not in its individual capacity, but solely as
        Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
        Trust
        with respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
        Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page
        2 of
        25



    
      	
              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 Offered Certificates
                  immediately prior to the Distribution Date occurring in the calendar
                  month
                  of the Floating Rate Payer Payment Date for such Calculation Period
                  (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:

              	
                March
                  5, 2007

              
	 	
                 

              	
                 

              
	 	
                Effective
                  Date:

              	
                March
                  8, 2007

              
	 	
                 

              	
                 

              
	 	
                Termination
                  Date:

              	
                February
                  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
                  March 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:

              	
                4.85%

              
	 	
                 

              	
                 

              
	 	
                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
                  March 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.

              


      

       

      
        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            Reference
              Number: FXACE07HE2

            HSBC
              Bank
              USA, National Association, not in its individual capacity, but solely
              as
              Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
              Trust
              with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
              2007-HE2
              Asset Backed Pass-Through Certificates

            March
              8,
              2007

            Page 3
              of 25

          

        

         

      

      
        	 	
                 

              	
                 

              
	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	
                 

              	
                 

              
	 	
                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

              
	 	
                 

              	
                 

              
	 	
                Calculation
                  Agent:

              	
                Party
                  A

              
	 	 	 
	3.	Additional
                Provisions: For
                each Calculation Period (other than the first Calculation Period),
                Securities Administrator, on behalf of Party B, will make available
                on its
                website https://www.ctslink.com its monthly report to investors pursuant
                to the Pooling and Servicing Agreement, which monthly report will
                include
                the Certificate Principal Balance of the Offered Certificates as
                of the
                end of the preceding Calculation
                Period. 


      

       

    

    
      	
              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) a Required Ratings Downgrade Event
                has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


    

    


    
      	 	
              (ii)

            	
              The
                “Breach
                of Agreement”
                provisions of Section 5(a)(ii) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	 	
              (iii)

            	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will apply to Party A and will not
                apply
                to Party B except that Section 5(a)(iii)(1) will apply to Party B
                solely
                in respect of Party B’s obligations under Paragraph 3(b); provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a Required Ratings Downgrade Event has occurred
                and
                been continuing for 30 or more Local Business Days and (B) such failure
                is
                not remedied on or before the third Local Business Day after notice
                of
                such failure is given to Party
                A.

            


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 4
          of 25

      

    


    


    
      	 	
              (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 except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), (6) as amended, or
                (7)”.

            


    

    


    
      	 	
              (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.

            


    

    


    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 5
          of 25

      

    


    (f)  Payments
      on Early Termination.
      For the
      purpose of Section 6(e) of this Agreement:

    


    
      	 	
              (i)

            	
              The
                Second Method will apply.

            


    

    


    
      	 	
              (ii)

            	
              Market
                Quotation will apply, provided, however, that, if Party A is the
                Defaulting Party or the sole Affected Party, 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.


            


    

    


    
      	 	
              (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-off against any amount payable by
      Party B under the immediately preceding clause (I).”


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 6
          of 25

      

    


     

    (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: 

    


    
      	 	
              (1)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement; 

            


    

    


    
      	 	
              (2)

            	
              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 

            


    

    


    
      	 	
              (3)

            	
              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):

     

    
      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Reference
            Number: FXACE07HE2

          HSBC
            Bank
            USA, National Association, not in its individual capacity, but solely
            as
            Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
            Trust
            with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
            2007-HE2
            Asset Backed Pass-Through Certificates

          March
            8,
            2007

          Page 7
            of 25

        

      



    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
                (i) such
                Taxes 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)
                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)
                On or before the first payment date under this Agreement, including
                any
                Credit Support Document, (ii) in the case of a tax certification
                form
                other than a Form W-9, before December 31 of each third succeeding
                calendar year, (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 receipt of actual knowledge by the Securities
                Administrator information on any such previously delivered form becoming
                inaccurate or incorrect.

            


    

    


    (b) For
      the
      purpose of Section 4(a)(ii), other documents to be delivered are:

    
      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Reference
            Number: FXACE07HE2

          HSBC
            Bank
            USA, National Association, not in its individual capacity, but solely
            as
            Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
            Trust
            with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
            2007-HE2
            Asset Backed Pass-Through Certificates

          March
            8,
            2007

          Page 8
            of 25

           

        

      

    

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, this Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, this Confirmation and any Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, this Confirmation, and any relevant Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              Annual
                Report of Party A 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 and

              Party
                B

            	
              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

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 9
          of 25

      

    


    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)

    


    Address
      for notices or communications to Party B:

    

      Address:
        HSBC Bank USA 452
        Fifth
        Ave New
        York,
        NY 10018

      Attention:
        CTLA
        Structured Finance

      Facsimile:
        212-525-1300

      Phone:
        212-525-1309

       

      with
        a
        copy to:

       

      Address:
        Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client
        Manager ACE 2007-HE2


      Facsimile:
        410-715-2380


      Phone:
        410-884-2000

      


      (For
        all
        purposes)

    

    


    (b)   Process
      Agent.
      For the
      purpose of Section 13(c):

    


    Party
      A
      appoints as its Process Agent: Not applicable.

    


    Party
      B
      appoints as its Process Agent: Not applicable.

    


    
      	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will apply to this Agreement; 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. 


    

     


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 10
          of 25

      

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    Party
      A: The
      guarantor under any guarantee in support of Party A’s obligations under this
      Agreement.

    


    Party
      B: None.

    


    
      	
              (h)

            	
              Governing
                Law.
                The parties to this Agreement hereby agree that the law of the State
                of
                New York shall govern their rights and duties in whole, without regard
                to
                the conflict of law provisions thereof other than New York General
                Obligations Law Sections 5-1401 and 5-1402.


            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.
                The parties agree that subparagraph (ii) of Section 2(c) will apply
                to
                each Transaction hereunder. 

            


    

    


    
      	
              (j)

            	
              Affiliate.
                Party A and Party B shall be deemed to have no Affiliates for purposes
                of
                this Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    Part
      5.  Others
      Provisions.

    


    
      	
              (a)

            	
              Definitions.
                Unless
                otherwise specified in a Confirmation, this Agreement and each Transaction
                under this Agreement are subject to the 2000 ISDA Definitions as
                published
                and copyrighted in 2000 by the International Swaps and Derivatives
                Association, Inc. (the “Definitions”),
                and will be governed in all relevant respects by the provisions set
                forth
                in the Definitions, without regard to any amendment to the Definitions
                subsequent to the date hereof. The provisions of the Definitions
                are
                hereby incorporated by reference in and shall be deemed a part of
                this
                Agreement, except that (i) references in the Definitions to a “Swap
                Transaction” shall be deemed references to a “Transaction” for purposes of
                this Agreement, and (ii) references to a “Transaction” in this Agreement
                shall be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    (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 regarding the Transaction (whether written or oral), 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.

            


    

     


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 11
          of 25

      

    


    
      	 	
              (2)

            	
              Evaluation
                and Understanding. (i) It has the capacity to evaluate (internally
                or
                through independent professional advice) the Transaction and has
                made its
                own decision to enter into the Transaction and (ii) it understands
                the
                terms, conditions and risks of the Transaction and is willing and
                able to
                accept those terms and conditions and to assume those risks, financially
                and otherwise. 

            


    

    


    
      	 	
              (3)

            	
              Purpose.
                It is entering into the Transaction for the purposes of managing
                its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of business.


            


    

    


    
      	 	
              (4)

            	
              Status
                of Parties. The other party is not acting as an agent, fiduciary
                or
                advisor for it in respect of the Transaction.


            


    

    


    
      	 	
              (5)

            	
              Eligible
                Contract Participant. It is an “eligible swap participant” as such term is
                defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                promulgated under, and an “eligible contract participant” as defined in
                Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	 	
              (v)

            	
              Transfer
                to Avoid Termination Event.
                Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and (ii) deleting the last paragraph thereof and inserting the following
                in lieu thereof:

            


    

    


    “Notwithstanding
      anything to the contrary in Section 7 (as amended herein) and Part 5(f), any
      transfer by Party A under this Section 6(b)(ii) shall not require the consent
      of
      Party B for such transfer if the following conditions are
      satisfied:

    


    
      	 	
              (1)

            	
              the
                transferee (the “Section 6 Transferee”) is an Eligible
                Replacement;

            


    

    


    
      	 	
              (2)

            	
              if
                the Section 6 Transferee is domiciled in a different country or political
                subdivision thereof from both Party A and Party B, such transfer
                satisfies
                the Rating Agency Condition;

            


    

    


    
      	 	
              (3)

            	
              the
                Section 6 Transferee will not, as a result of such transfer, be required
                on the next succeeding Scheduled Payment Date to withhold or deduct
                on
                account of any Tax (except in respect of default interest) amounts
                in
                excess of that which Party A would, on the next succeeding Scheduled
                Payment Date have been required to so withhold or deduct unless the
                Section 6 Transferee would be required to make additional payments
                pursuant to Section 2(d)(i)(4) corresponding to such excess;
                

            


    

    


    
      	 	
              (4)

            	
              a
                Termination Event or Event of Default does not occur as a result
                of such
                transfer; and

            


    

    


    
      	 	
              (5)

            	
              the
                Section 6 Transferee confirms in writing that it will accept all
                of the
                interests and obligations in and under this Agreement which are to
                be
                transferred to it in accordance with the terms of this
                provision.”

            


    

    


    
      	 	
              (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 1 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:

            


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 12
          of 25

      

    


    


    (i)   S&P
      First Level Downgrade.
      If an
      S&P Approved Ratings Downgrade Event has occurred and is continuing and
      Party A fails to take any action described under Part (5)(d)(i)(1), within
      the
      time period specified therein, then an Additional Termination Event shall have
      occurred with respect to Party A, Party A shall be the sole Affected Party
      with
      respect to such Additional Termination Event and all Transactions hereunder
      shall be Affected Transaction.

    


    (ii)   Moody’s
      First Rating Trigger Collateral.
      If (A)
      it is not the case that a Moody’s Second Trigger Ratings Event has occurred and
      been continuing for 30 or more Local Business Days and (B) Party
      A
      has failed to comply with or perform any obligation to be complied with or
      performed by Party A in accordance with the Credit Support Annex, then an
      Additional Termination Event shall have occurred with respect to Party A, Party
      A shall be the sole Affected Party with respect to such Additional Termination
      Event and all Transactions hereunder shall be Affected Transactions.


    


    (iii)  S&P
      Second Level Downgrade.
      If an
      S&P Required Ratings Downgrade Event has occurred and is continuing and
      Party A fails to take any action described under Part (5)(d)(i)(2) within the
      time period specified therein, then an Additional Termination Event shall have
      occurred with respect to Party A, Party A shall be the sole Affected Party
      with
      respect to such Additional Termination Event and all Transactions hereunder
      shall be Affected Transaction.

    


    (iv)  Moody’s
      Second Rating Trigger Replacement.
      If (A) a
      Moody’s Second Trigger Ratings Event has occurred and been continuing for 30 or
      more Local Business Days and (B) (i) at least one Eligible Replacement has
      made
      a Firm Offer to be the transferee of all of Party A’s rights and obligations
      under this Agreement (and such Firm Offer remains an offer that will become
      legally binding upon such Eligible Replacement upon acceptance by the offeree)
      and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
      Guarantee (and such Firm Offer remains an offer that will become legally binding
      upon such Eligible Guarantor immediately upon acceptance by the offeree), then
      an Additional Termination Event shall have occurred with respect to Party A,
      Party A shall be the sole Affected Party with respect to such Additional
      Termination Event and all Transactions hereunder shall be Affected Transactions.
      

     

    (v)  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. 

    


    (vi)  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 clause (iii) of
      Part
      5(e) below, 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 13
          of 25

      

    


    

      
        	 	
                (vii)

              	
                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
                  Securities Administrator in writing (which may be done in electronic
                  format) the amount payable by either Party B or Party A in respect
                  of the
                  related Early Termination Date in connection with this Additional
                  Termination Event; provided, however, that the amount payable by
                  Party B,
                  if any, in respect of the related Early Termination Date shall
                  be the
                  lesser of (x) the amount calculated to be due 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),
                  for all
                  Calculation Periods beginning on or after the Early Termination
                  Date, the
                  definition of Notional Amount in the Confirmation shall be deleted
                  in its
                  entirety and replaced with the following: “With respect to each
                  Calculation Period, the 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.

              


        	 	 	 


        	 	 	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. 


      

       

      
        	 	
                (viii)

              	
                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.

              


      

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 14
          of 25

      

    


    


    
      	
              (d)

            	
              Rating
                Agency Downgrade.  

            


    

    


    (i) S&P
      Downgrade:

    


    
      	 	
              (1)

            	
              In
                the event that an S&P Approved Ratings Downgrade Event occurs and is
                continuing, then within 30 days after such rating downgrade, Party
                A
                shall, subject to the Rating Agency Condition with respect to S&P, at
                its own expense, either (i) procure a Permitted Transfer, (ii) obtain
                an
                Eligible Guarantee or (iii) post collateral in accordance with the
                Credit
                Support Annex.

            


    

    


    
      	 	
              (2)

            	
              In
                the event that an S&P Required Ratings Downgrade Event occurs and is
                continuing, then within 10 Local Business Days after such rating
                withdrawal or downgrade, Party A shall, subject to the Rating Agency
                Condition with respect to S&P, at its own expense, procure either (i)
                a Permitted Transfer or (ii) an Eligible
                Guarantee.

            


    

    


    (ii)    Moody’s
      Downgrade.

    


    
      	 	
              (1)
                

            	
              In
                the event that a Moody’s Second Trigger Ratings Event occurs and is
                continuing, Party A shall, as soon as reasonably practicable thereafter,
                at its own expense and using commercially reasonable efforts, either
                (i)
                procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                

            


    

    


    


    
      	
              (e)
                

            	
              Compliance
                with Regulation AB. 

            


    

    


    
      	 	
              (i)

            	
              Party
                A agrees and acknowledges that Ace Securities Corp. (“Depositor”) 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. 

            


    

    


    
      	 	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof for so long as the Issuing Entity
                is
                required to file periodic reports under the Exchange Act, Depositor
                requests from Party A the applicable financial information described
                in
                Item 1115 of Regulation AB (such request to be based on a reasonable
                determination by Depositor, in good faith, that such information
                is
                required under Regulation AB) (the “Swap Financial
                Disclosure”).

            


    

    


    
      	 	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, within ten (10)
                days
                and at its own expense, shall (1)(a) either (i) provide to Depositor
                the
                current Swap Financial Disclosure in an EDGAR-compatible format (for
                example, such information may be provided in Microsoft Word® or Microsoft
                Excel® format but not in .pdf format) or (ii) provide written consent to
                Depositor to incorporation by reference of such current Swap Financial
                Disclosure that are filed with the Securities and Exchange Commission
                in
                the Exchange Act Reports of Depositor, (b) if applicable, cause its
                outside accounting firm to provide its consent to filing or incorporation
                by reference in the Exchange Act Reports of Depositor of such accounting
                firm’s report relating to their audits of such current Swap Financial
                Disclosure, and (c) provide to Depositor any updated Swap Financial
                Disclosure with respect to Party A or any entity that consolidates
                Party A
                within five days of the release of any such updated Swap Financial
                Disclosure; (2) secure another entity to replace Party A, by way
                of
                Permitted Transfer, as party to this Agreement on terms substantially
                similar to this Agreement and 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 or
                (3)
                subject to the Rating Agency Condition with respect to S&P and obtain
                a guaranty of the Party A’s obligations under this Agreement from an
                affiliate of the Party A that is able to comply with the financial
                information disclosure requirements of Item 1115 of Regulation AB,
                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. 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: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 15
          of 25

      

    


    


    
      	 	
              (iv)

            	
              Party
                A agrees that, in the event that Party A provides Swap Financial
                Disclosure to Depositor and the Securities Administrator in accordance
                with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
                Disclosure to Depositor and the Securities Administrator in accordance
                with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor
                and
                the Securities Administrator, its respective directors or officers
                and any
                person controlling Depositor and the Securities Administrator, 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.

            


    

    


    
      	 	
              (v)

            	
              Depositor
                and the Securities Administrator shall be an express third party
                beneficiary of this Agreement as if a party hereto to the extent
                of
                Depositor’s and the Securities Administrator rights explicitly specified
                in this Part 5(e). 

            


    

    


    
      	
              (f)

            	
              Transfers. 

            


    

     

    (i) Section
      7
      is hereby amended to read in its entirety as follows:

     

    “Except
      with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
      Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
      permitted to assign, novate or transfer (whether by way of security or
      otherwise) as a whole or in part any of its rights, obligations or interests
      under the Agreement or any Transaction unless (a) the prior written consent
      of
      the other party is obtained and (b) the Rating Agency Condition has been
      satisfied with respect to S&P and DBRS. At any time at which no Relevant
      Entity has credit ratings at least equal to the Approved Ratings Threshold,
      Party A may make a Permitted Transfer.” 

     

    
      	 	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, execute such documentation
                provided to it as is reasonably deemed necessary by Party A to effect
                such
                transfer. 

            


    

     

    
      	
              (g)

            	
              Non-Recourse.
                Party A acknowledges and agree 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 the 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 Trustee shall not have liability for
                any
                failure or delay in making a payment hereunder to Party A due to
                any
                failure or delay in receiving amounts in the 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 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: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 16
          of 25

      

    


    


    
      	
              (i)

            	
              Rating
                Agency Notifications. Notwithstanding
                any other provision of this Agreement, no Early Termination Date
                shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Swap Rating Agency has been given prior written notice of such
                designation or transfer. 

            


    

    


    
      	
              (j)

            	
              No
                Set-off.
                Except as expressly provided for in Section 2(c), Section 6 or Part
                1(f)(i)(D) hereof, and notwithstanding any other provision of this
                Agreement or any other existing or future agreement, each party
                irrevocably waives any and all rights it may have to set off, net,
                recoup
                or otherwise withhold or suspend or condition payment or performance
                of
                any obligation between it and the other party hereunder against any
                obligation between it and the other party under any other agreements.
                Section 6(e) shall be amended by deleting the following sentence:
“The
                amount, if any, payable in respect of an Early Termination Date and
                determined pursuant to this Section will be subject to any
                Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.
                Notwithstanding any provision to the contrary in this Agreement,
                no
                amendment of either this Agreement or any Transaction under this
                Agreement
                shall be permitted by either party unless each of the Swap Rating
                Agencies
                has been provided prior written notice of the same and such amendment
                satisfies the Rating Agency Condition with respect to S&P and
                DBRS.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.
                Each Party agrees, upon learning of the occurrence or existence of
                any
                event or condition that constitutes (or that with the giving of notice
                or
                passage of time or both would constitute) an Event of Default or
                Termination Event with respect to such party, promptly to give the
                other
                Party and to each Swap Rating Agency notice of such event or condition;
                provided that failure to provide notice of such event or condition
                pursuant to this Part 5(l) shall not constitute an Event of Default
                or a
                Termination Event.

            


      	 	 


      	(m) 	Proceedings.
              No
              Relevant Entity shall institute against, or cause any other person
              to
              institute against, 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)

            	
              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)
                each of
                HSBC and the Securities Administrator 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
                HSBC and the Securities Administrator but is made and intended for
                the
                purpose of binding only the Supplemental Interest Trust; and (d)
                under no
                circumstances shall HSBC
                and the Securities Administrator 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. 

            


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 17
          of 25

      

    


    


    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 Party B has appointed the Supplemental Interest
                Trust
                Trustee and the Securities Administrator as its agents under the
                Pooling
                and Servicing Agreement to carry out certain functions on behalf
                of Party
                B, and that the Supplemental Interest Trust Trustee and the Securities
                Administrator shall be entitled to give notices and to perform and
                satisfy
                the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [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)

            	
              Payment
                Instructions.
                Party A hereby agrees that, unless notified in writing by Party B
                of other
                payment instructions, any and all amounts payable by Party A to Party
                B
                under this Agreement shall be paid to the account specified in Item
                4 of
                this Confirmation, below. 

            


    

    


    
      	
              (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. The Supplemental Interest Trust Trustee
                represents to Party A on the date on which Party
                B enters
                into this Agreement that the 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)

            	
              Substantial
                financial transactions.
                Each party hereto is hereby advised and acknowledges as of the date
                hereof
                that the other party has engaged in (or refrained from engaging in)
                substantial financial transactions and has taken (or refrained from
                taking) other material actions in reliance upon the entry by the
                parties
                into the Transaction being entered into on the terms and conditions
                set
                forth herein and in the Pooling and Servicing Agreement relating
                to such
                Transaction, as applicable. This paragraph shall be deemed repeated
                on the
                trade date of each Transaction.

            


    

    


    
      	
              (x)

            	
              [Reserved].

            


    

    


    
      	
              (y)

            	
              [Reserved].

            


    

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 18
          of 25

      

    


    (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.

    


    “Eligible
      Guarantee”
      means an
      unconditional and irrevocable guarantee of all present and future payment
      obligations and obligations to post collateral of Party A or an Eligible
      Replacement to Party B under this Agreement that is provided by an Eligible
      Guarantor as principal debtor rather than surety and that is directly
      enforceable by Party B, the form and substance of which guarantee are subject
      to
      the Rating Agency Condition with respect to S&P.

    


    “Eligible
      Guarantor”
      means an
      entity that (A) has credit ratings from S&P at least equal to the S&P
      Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
      credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
      a Collateral Event (as defined in the Credit Support Annex) not to occur or
      continue with respect to Moody’s.  

    


    “Eligible
      Replacement”
means
      an entity (A) (i) (a) that has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
      least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Replacement with credit ratings below
      the
      Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
      defined in the Credit Support Annex) not to occur or continue with respect
      to
      Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
      not limited to payment obligations) of which entity to Party B under this
      Agreement are guaranteed pursuant to an Eligible Guarantee. 

    


    “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.

    


    “Firm
      Offer”
      means
      (A) with respect to an Eligible Replacement, a quotation from such Eligible
      Replacement (i) in an amount equal to the actual amount payable by or to Party
      B
      in consideration of an agreement between Party B and such Eligible Replacement
      to replace Party A as the counterparty to this Agreement by way of novation
      or,
      if such novation is not possible, an agreement between Party B and such Eligible
      Replacement to enter into a Replacement Transaction (assuming that all
      Transactions hereunder become Terminated Transactions), and (ii) that
      constitutes an offer by such Eligible Replacement to replace Party A as the
      counterparty to this Agreement or enter a Replacement Transaction that will
      become legally binding upon such Eligible Replacement upon acceptance by Party
      B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
      Guarantor to provide an Eligible Guarantee that will become legally binding
      upon
      such Eligible Guarantor upon acceptance by the offeree.

    


    “Moody’s”
      means
      Moody’s Investors Service, Inc., or any successor thereto. 

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 19
          of 25

      

    


    “Moody’s
      First Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      First Trigger Ratings Threshold. 

    


    “Moody’s
      First Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating or counterparty rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

    


    “Moody’s
      Second Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      Second Trigger Ratings Threshold. 

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means
      a
      transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d), Part
      5(b)(v), Part 5(e) or the second sentence of Section 7 (as amended herein)
      to a
      transferee (the “Transferee”)
      of all,
      but not less than all, of Party A’s rights, liabilities, duties and obligations
      under this Agreement, with
      respect to which transfer each of the following conditions is
      satisfied:
      (a) the
      Transferee is an Eligible Replacement; (b) Party A and the Transferee are both
      “dealers in notional principal contracts” within the meaning of Treasury
      regulations section 1.1001-4 (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)
      pursuant to a written instrument (the “Transfer
      Agreement”),
      the
      Transferee acquires and assumes all rights and obligations of Party A under
      the
      Agreement and the relevant Transaction; (f) Party B shall have determined,
      in
      its sole discretion, acting in a commercially reasonable manner, that such
      Transfer Agreement is effective to transfer to the Transferee all, but not
      less
      than all, of Party A’s rights and obligations under the Agreement and all
      relevant Transactions; (g) Party A will be responsible for any costs or expenses
      incurred in connection with such transfer (including any replacement cost of
      entering into a replacement transaction); (h) either (A) Moody’s has been given
      prior written notice of such transfer and the Rating Agency Condition is
      satisfied with respect to S&P and DBRS or (B) each Swap Rating Agency has
      been given prior written notice of such transfer and such transfer is in
      connection with the assignment and assumption of this Agreement without
      modification of its terms, other than party names, dates relevant to the
      effective date of such transfer, tax representations (provided that the
      representations in Part 2(a)(i) are not modified) and any other representations
      regarding the status of the substitute counterparty of the type included in
      Part
      5(b)(iv), Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account
      details; and (i) such transfer otherwise complies with the terms of the Pooling
      and Servicing Agreement.

     

    “Rating
      Agency Condition”
      means,
      with respect to any particular proposed act or omission to act hereunder and
      each Swap Rating Agency specified in connection with such proposed act or
      omission, that the party acting or failing to act must consult with each of
      the
      specified Swap Rating Agencies and receive from each such Swap Rating Agency
      a
      prior written confirmation that the proposed action or inaction would not cause
      a downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 20
          of 25

      

    


    “Relevant
      Entity” means
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (i) would have the effect of
      preserving for Party B the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have been required after that Date, and (ii) has terms which
      are substantially the same as this Agreement, including, without limitation,
      rating triggers, Regulation AB compliance, and credit support documentation,
      save for the exclusion of provisions relating to Transactions that are not
      Terminated Transaction, as determined by Party B in its sole discretion, acting
      in a commercially reasonable manner.

    


    “Required
      Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the Required
      Ratings Threshold. 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 Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the S&P
      Approved Ratings Threshold.

    


    “S&P
      Approved Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, a short-term unsecured and unsubordinated debt rating
      from
      S&P of “A-1”, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from S&P of
“A+”.

    


    “S&P
      Required Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings 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, a long-term unsecured and unsubordinated debt rating
      or
      counterparty rating from S&P of “BBB-”.

    


    “Swap
      Rating Agencies”
      means,
      with respect to any date of determination, each of S&P, DBRS, and Moody’s,
      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-HE2
      Asset
      Backed Pass-Through Certificates
      (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

    


     

    [Remainder
      of this page intentionally left blank.]

     


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 21
          of 25

      

    


    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, NA

    ABA
      #
      121000248

    Account
      Name: SAS Clearing Account #3970771416

    FFC:
      50985802, ACE 07-HE2 Interest Rate Swap Account

    


    


    


    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: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 22
          of 25

      

    


    


    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\:
      Michael
      Bellacosa______________ 

    Name:
      Michael Bellacosa  

    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 In Its Individual Capacity, But Solely
      As
      Supplemental Interest Trust Trustee On Behalf Of The Supplemental Interest
      Trust
      With Respect To The ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      Asset Backed Pass-Through Certificates

    


    


    


    By:   \s\:
      Fernando
      Acebedo______________
      

    Name:
      Fernando Acebedo 

    Title:
      Vice President

    


    


    


    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 23
          of 25

      

    


    


    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

            	
              Scheduled
                Amounts 

              (USD)

            
	
              Effective
                Date

            	
              25-Mar-2007

            	
              0.00
                

            
	
              25-Mar-2007

            	
              25-Apr-2007

            	
              0.00
                

            
	
              25-Apr-2007

            	
              25-May-2007

            	
              0.00
                

            
	
              25-May-2007

            	
              25-Jun-2007

            	
              0.00
                

            
	
              25-Jun-2007

            	
              25-Jul-2007

            	
              0.00
                

            
	
              25-Jul-2007

            	
              25-Aug-2007

            	
              0.00
                

            
	
              25-Aug-2007

            	
              25-Sep-2007

            	
              633,135,825.00
                

            
	
              25-Sep-2007

            	
              25-Oct-2007

            	
              608,109,637.00
                

            
	
              25-Oct-2007

            	
              25-Nov-2007

            	
              583,938,325.00
                

            
	
              25-Nov-2007

            	
              25-Dec-2007

            	
              560,673,005.00
                

            
	
              25-Dec-2007

            	
              25-Jan-2008

            	
              538,279,575.00
                

            
	
              25-Jan-2008

            	
              25-Feb-2008

            	
              516,725,223.00
                

            
	
              25-Feb-2008

            	
              25-Mar-2008

            	
              495,978,379.00
                

            
	
              25-Mar-2008

            	
              25-Apr-2008

            	
              475,970,997.00
                

            
	
              25-Apr-2008

            	
              25-May-2008

            	
              456,712,439.00
                

            
	
              25-May-2008

            	
              25-Jun-2008

            	
              438,135,913.00
                

            
	
              25-Jun-2008

            	
              25-Jul-2008

            	
              420,139,322.00
                

            
	
              25-Jul-2008

            	
              25-Aug-2008

            	
              401,951,819.00
                

            
	
              25-Aug-2008

            	
              25-Sep-2008

            	
              379,292,801.00
                

            
	
              25-Sep-2008

            	
              25-Oct-2008

            	
              334,444,273.00
                

            
	
              25-Oct-2008

            	
              25-Nov-2008

            	
              294,617,515.00
                

            
	
              25-Nov-2008

            	
              25-Dec-2008

            	
              260,476,724.00
                

            
	
              25-Dec-2008

            	
              25-Jan-2009

            	
              233,462,721.00
                

            
	
              25-Jan-2009

            	
              25-Feb-2009

            	
              222,022,756.00
                

            
	
              25-Feb-2009

            	
              25-Mar-2009

            	
              211,620,964.00
                

            
	
              25-Mar-2009

            	
              25-Apr-2009

            	
              201,641,807.00
                

            
	
              25-Apr-2009

            	
              25-May-2009

            	
              192,069,642.00
                

            
	
              25-May-2009

            	
              25-Jun-2009

            	
              182,885,258.00
                

            
	
              25-Jun-2009

            	
              25-Jul-2009

            	
              174,072,609.00
                

            
	
              25-Jul-2009

            	
              25-Aug-2009

            	
              165,616,380.00
                

            
	
              25-Aug-2009

            	
              25-Sep-2009

            	
              157,501,915.00
                

            
	
              25-Sep-2009

            	
              25-Oct-2009

            	
              149,715,551.00
                

            
	
              25-Oct-2009

            	
              25-Nov-2009

            	
              142,247,351.00
                

            
	
              25-Nov-2009

            	
              25-Dec-2009

            	
              135,080,104.00
                

            


    

     

    
      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Reference
            Number: FXACE07HE2

          HSBC
            Bank
            USA, National Association, not in its individual capacity, but solely
            as
            Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
            Trust
            with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
            2007-HE2
            Asset Backed Pass-Through Certificates

          March
            8,
            2007

          Page 24
            of 25

        

      
 

    
      	
              25-Dec-2009

            	
              25-Jan-2010

            	
              128,201,369.00
                

            
	
              25-Jan-2010

            	
              25-Feb-2010

            	
              121,599,311.00
                

            
	
              25-Feb-2010

            	
              25-Mar-2010

            	
              115,262,593.00
                

            
	
              25-Mar-2010

            	
              25-Apr-2010

            	
              109,180,401.00
                

            
	
              25-Apr-2010

            	
              25-May-2010

            	
              103,342,748.00
                

            
	
              25-May-2010

            	
              25-Jun-2010

            	
              97,739,114.00
                

            
	
              25-Jun-2010

            	
              25-Jul-2010

            	
              92,359,930.00
                

            
	
              25-Jul-2010

            	
              25-Aug-2010

            	
              87,196,030.00
                

            
	
              25-Aug-2010

            	
              25-Sep-2010

            	
              82,238,628.00
                

            
	
              25-Sep-2010

            	
              25-Oct-2010

            	
              77,479,309.00
                

            
	
              25-Oct-2010

            	
              25-Nov-2010

            	
              72,910,012.00
                

            
	
              25-Nov-2010

            	
              25-Dec-2010

            	
              68,522,982.00
                

            
	
              25-Dec-2010

            	
              25-Jan-2011

            	
              64,310,802.00
                

            
	
              25-Jan-2011

            	
              25-Feb-2011

            	
              60,266,365.00
                

            
	
              25-Feb-2011

            	
              25-Mar-2011

            	
              56,382,856.00
                

            
	
              25-Mar-2011

            	
              25-Apr-2011

            	
              52,653,743.00
                

            
	
              25-Apr-2011

            	
              25-May-2011

            	
              49,072,762.00
                

            
	
              25-May-2011

            	
              25-Jun-2011

            	
              45,633,911.00
                

            
	
              25-Jun-2011

            	
              25-Jul-2011

            	
              42,331,413.00
                

            
	
              25-Jul-2011

            	
              25-Aug-2011

            	
              39,159,758.00
                

            
	
              25-Aug-2011

            	
              25-Sep-2011

            	
              36,113,535.00
                

            
	
              25-Sep-2011

            	
              25-Oct-2011

            	
              33,187,091.00
                

            
	
              25-Oct-2011

            	
              25-Nov-2011

            	
              30,375,133.00
                

            
	
              25-Nov-2011

            	
              25-Dec-2011

            	
              27,674,272.00
                

            
	
              25-Dec-2011

            	
              25-Jan-2012

            	
              25,080,054.00
                

            
	
              25-Jan-2012

            	
              Termination
                Date

            	
              22,588,180.00
                

            


    

    



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXACE07HE2

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
          Trust
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2
          Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 25
          of 25

      

    


    
 

    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 March 8, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A”
      or
“Pledgor”)

    and

    HSBC
      Bank
      USA, National Association, not in its individual capacity, but solely as
      Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
      Trust
      with respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      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 March 8, 2007, between Party
      A
      and Party B, Reference Number FXACE07HE2.

     

    Paragraph
      13. Elections and Variables.

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	 	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	 	
              (A)

            	
              “Delivery
                Amount”
                has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” and inserting in lieu thereof the words “not later than
                the close of business on each Valuation Date” and (II) by deleting in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Value as of that Valuation Date of all Posted
                Credit Support held by the Secured Party.” and inserting in lieu thereof
                the following:

            


    

     

    The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest of
      

     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P 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,


            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                Valuation Date of all Posted Credit Support held by the Secured Party,
                and

            


    

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page
        2
of
        13 

       

    

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                such Valuation Date of all Posted Credit Support held by the Secured
                Party.

            


    

     

    
      	 	
              (B)

            	
              “Return
                Amount”
                has the meaning specified in Paragraph 3(b) as amended by deleting
                in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                thereof the following:

            


    

     

    The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of


     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P 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,


            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s Second Trigger Credit Support Amount for such Valuation
                Date.

            


    

     

    
      	 	
              (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 First Trigger Credit Support Amount, or
                the Moody’s Second Trigger Credit Support Amount, in each case for such
                Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                above.

            


    

     

    
      	 	
              (ii)

            	
              Eligible
                Collateral.
                

            


    

     

    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 described in (D) and (E) of
      column one of the Collateral Schedule 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: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 3
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        13 



    
      	 	
              (iv)

            	
              Threshold.

            


    

     

    
      	 	
              (A)

            	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


    

     

    
      	 	
              (B)

            	
              “Threshold”
                means, with respect to Party A and any Valuation Date, zero if (i)
                a
                Collateral Event has occurred and has been continuing (x) for at
                least 30
                days or (y) since this Annex was executed or (ii) a Required Ratings
                Downgrade Event has occurred and is continuing; otherwise,
                infinity.

            


    

     

      “Threshold”
      means,
      with respect to Party B and any Valuation Date, infinity.

     

    
      	 	
              (C)

            	
              “Minimum
                Transfer Amount” means
                USD 100,000 with respect to Party A and Party B; provided, however,
                that
                if the aggregate Certificate Principal Balance of the Certificates
                and the
                aggregate principal balance of the 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 Credit Support Amount,
                the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                Trigger Credit Support Amount is greater than
                zero.

            


    

     

    
      	 	
              (iii)

            	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


    

     

    
      	 	
              (iv)

            	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


    

     

    
      	 	
              (v)

            	
              External
                Calculations.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
                its own expense) obtain external calculations of Party B’s Exposure from
                at least two Reference Market-makers on the last Local Business Day
                of
                each calendar month. Any determination of the S&P Credit Support
                Amount shall be based on the greatest of Party B’s Exposure determined by
                the Valuation Agent and such Reference Market-makers. Such external
                calculation may not be obtained from the same Reference Market-maker
                more
                than four times in any 12-month
                period.

            


    

     

    
      	 	
              (vi)

            	
              Notice
                to S&P.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of Party
                B’s
                Exposure and the S&P Value of any Eligible Credit Support or Posted
                Credit Support for that Valuation Date. The Valuation Agent shall
                also
                provide to S&P any external marks of Party B’s
                Exposure.

            


    

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 4
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              (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, Moody’s First Trigger
                Value, and Moody’s Second Trigger Value, on any date, of Eligible
                Collateral other than Cash will be calculated as follows:
                

            


    

     

    For
      Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
      the
      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.

     

    
      	 	
              (iii)

            	
              Alternative.
                The provisions of Paragraph 5 will
                apply.

            


    

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 5
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        13 



    
      	
              (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.

            


    

     

    
      	 	
              (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
                a short-term unsecured and unsubordinated debt rating from S&P of at
                least “A-1”.

            


    

     

    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, and Party
                B
                shall not have any right to use Posted Collateral or take any action
                specified in such Paragraph 6(c); provided however that if Posted
                Collatera book-entry form is delivered, Party B or its Custodian
                shall
                have the rights specified in 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.
                Clause (d)(i) of Paragraph 6 shall be amended and restated to read
                in its
                entirety as follows:

            


    

     

    “(i)
      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 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.

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 6
        of
        13 

    

     

    
      	
              (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.

     

    
      	
              (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, NA

    ABA
      121000248

    Account
      Name: SAS Clearing Account #3970771416

    FFC: 
      50985803, ACE 07-HE2 Interest Rate Swap Collateral Account

    


    


    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	 	
              (i)

            	
              Collateral
                Account.
                Party B shall open and maintain a segregated account, which shall
                be an
                Eligible Account, and hold, record and identify all Posted Collateral
                in
                such segregated account.

            


    

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 7
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              (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 First Trigger Value,
                Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                Paragraph 5 (flush language) is hereby amended by deleting the word
                “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                language) is hereby amended by deleting the word “Value” and inserting in
                lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                word “the Value, if” and inserting in lieu thereof “any one or more of the
                S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                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 First Trigger Value, or Moody’s
                Second Trigger Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
                the word “Value” and inserting in lieu thereof “least of the S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                

            


    

     

    
      	 	
              (iv)

            	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as
                published and copyrighted in 1994 by the International Swaps and
                Derivatives Association, Inc.

            


    

     

    
      	 	
              (v)

            	
              Events
                of Default.
                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 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:

     

    “Collateral
      Event” means
      that no Relevant Entity has credit ratings at least equal to the Approved
      Ratings Threshold.

     

    “DV01”
      means,
      with respect to a Transaction and any date of determination, the estimated
      change in the Secured Party’s Transaction Exposure with respect to such
      Transaction that would result from a one basis point change in the relevant
      swap
      curve on such date, as determined by the Valuation Agent in good faith and
      in a
      commercially reasonable manner. The Valuation Agent shall, upon request of
      Party
      B, provide to Party B a statement showing in reasonable detail such
      calculation.

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 8
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    “Exposure”
      has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
      Schedule is deleted)” shall be inserted. 

     

    “Local
      Business Day”
means,
      for purposes of this Annex: any day on which (A) commercial banks are open
      for
      business (including dealings in foreign exchange and foreign currency deposits)
      in New York and the location of Party A, Party B and any Custodian, and (B)
      in
      relation to a Transfer of Eligible Collateral, any day on which the clearance
      system agreed between the parties for the delivery of Eligible Collateral is
      open for acceptance and execution of settlement instructions (or in the case
      of
      a Transfer of Cash or other Eligible Collateral for which delivery is
      contemplated by other means a day on which commercial banks are open for
      business (including dealings in foreign exchange and foreign deposits) in New
      York and the location of Party A, Party B and any Custodian. 

     

    “Moody’s
      First Trigger Credit Support Amount” means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                occurred and has been continuing (x) for at least 30 Local Business
                Days
                or (y) since this Annex was executed and (II) it is not the case
                that a
                Moody’s Second Trigger Ratings Event has occurred and been continuing for
                at least 30 Local Business Days, an amount equal to the greater of
                (a)
                zero and (b) the sum of (i) the Secured Party’s Exposure for such
                Valuation Date and (ii) the sum, for each Transaction to which this
                Annex
                relates, of the 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) Moody’s
                First Trigger Notional Amount Multiplier, and (ii)
                the Notional Amount for such Transaction for the Calculation Period
                for
                such Transaction (each as defined in the related Confirmation) which
                includes such Valuation Date, or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II) the
      Threshold for Party A such Valuation Date.

     

    “Moody’s
      First Trigger DV01 Multiplier”
      means
      15.

     

    “Moody’s
      First Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Moody’s
      First Trigger Notional Amount Multiplier”
      means
      2%.

     

    “Moody’s
      Second Trigger Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which it is the case that a Moody’s Second Trigger
                Ratings Event has occurred and been continuing for at least 30 Local
                Business Days, an amount equal to the greatest of (a) zero, (b) the
                aggregate amount of the next payment due to be paid by Party A under
                each
                Transaction to which this Annex relates, and (c) the sum of (x) the
                Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                Transaction to which this Annex relates,
                of:

            


    

     


    REFERENCE
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      Page 9
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              (1)

            	
              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 and (2)
                the Notional Amount for such Transaction for the Calculation Period
                for
                such Transaction (each as defined in the related Confirmation) which
                includes such Valuation Date;
                or

            


    

     

    
      	 	
              (2)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the 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 (1) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier and (2)
                the Notional Amount for such Transaction for the Calculation Period
                for
                such Transaction (each as defined in the related Confirmation) which
                includes such Valuation Date; or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II) the
      Threshold for Party A for such Valuation Date.

     

    “Moody’s
      Second Trigger DV01 Multiplier”
      means
      50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier”
      means
      8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01
      Multiplier”
      means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier”
      means
      10%.

     

    “Moody’s
      Second Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Remaining
      Weighted Average Maturity” means,
      with respect to a Transaction, the expected weighted average maturity for such
      Transaction as determined by the Valuation Agent. 

     

    “S&P
      Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)
                

            	
              for
                any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                Event has occurred and been continuing for at least 30 days or (ii)
                a
                S&P Required Ratings Downgrade Event has occurred and is continuing,
                an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
                for such Valuation Date and (2) the sum, for each Transaction to
                which
                this Annex relates, of the product of (i) the Volatility Buffer for
                such
                Transaction and (ii)
                the
                Notional Amount of such Transaction for the Calculation Period of
                such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date, or

            


    

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 10
        of
        13 



    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II) the
      Threshold for Party A for such Valuation Date.

     

    “S&P
      Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      product of (A) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
      set forth in paragraph 13(b)(ii).

     

    “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, Moody’s First Trigger
      Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
      or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
      Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
      such Eligible Collateral or Posted Collateral, respectively, in each case as
      set
      forth in Paragraph 13(b)(ii).

     

    “Value”
      shall
      mean, in respect of any date, the related S&P Value, the related Moody’s
      First Trigger Value, and the related Moody’s Second Trigger Value.

     

    “Volatility
      Buffer”
      means,
      for any Transaction, the related percentage set forth in the following table.
      

     

    
      	
              The
                higher of the S&P credit rating of (i) Party A and (ii) the Credit
                Support Provider of Party A, if applicable

            	
              Remaining
                Weighted Average Maturity 

              up
                to 3 years

            	
              Remaining
                Weighted Average Maturity

              up
                to 5 years

            	
              Remaining
                Weighted Average Maturity

              up
                to 10 years

            	
              Remaining
                Weighted Average Maturity

              up
                to 30 years

            
	
              “A-2”
                or higher

            	
              2.75%

            	
              3.25%

            	
              4.00%

            	
              4.75%

            
	
              “A-3”

            	
              3.25%

            	
              4.00%

            	
              5.00%

            	
              6.25%

            
	
              “BB+”
                or
                lower

            	
              3.50%

            	
              4.50%

            	
              6.75%

            	
              7.50%

            


    

    


     

    


     

    [Remainder
      of this page intentionally left blank]

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 11
        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 in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest Trust with respect to the ACE Securities Corp. Home Equity
                Loan
                Trust, Series 2007-HE2 Asset Backed Pass-Through
                Certificates

               

            
	
              By: \s\:
                Michael
                Bellacosa_________________

              Name
                Michael Bellacosa

              Title:
                Authorized Signatory 

              Date:
                March 8, 2007

            	
              By: \s\:
                Fernando
                Acebedo_________________

              Name
                Fernando Acebedo

              Title:
                Vice President 

              Date:
                March 8, 2007 

            


    

    


     

    


     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      Page 12
        of
        13 



    SCHEDULE
      A

     

    ELIGIBLE
      COLLATERAL

     

    
      	
               

              ISDA
                Collateral

              Asset
                Definition

              (ICAD)
                Code

            	
              Remaining
                Maturity in Years

            	
              S&P
                

              Valuation
                

              Percentage

            	
              Moody’s

              First
                Trigger ValuationPercentage

            	
              Moody’s

              Second
                Trigger

              Valuation

              Percentage

            
	
              (A)
                US-CASH

            	
              N/A

            	
              100%

            	
              100%

            	
              100%

            
	
              (B)
                EU-CASH

            	
              N/A

            	
              92.5%

            	
              98%

            	
              94%

            
	
              (C)
                GB-CASH

            	
              N/A

            	
              94.1%

            	
              98%

            	
              95%

            
	
              (D)
                US-TBILL

              US-TNOTE

              US-TBOND

            	 	 	 	 
	 	
              1
                or less

            	
              98.9%

            	
              100%

            	
              100%

            
	 	
              More
                than 1 but not more than 2

            	
              98.0%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              97.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              95.5%

            	
              100%

            	
              97%

            
	 	
              More
                than 5 but not more than 7

            	
              93.7%

            	
              100%

            	
              96%

            
	 	
              More
                than 7 but not more than 10

            	
              92.5%

            	
              100%

            	
              94%

            
	 	
              More
                than 10 but not more than 20

            	
              91.1%

            	
              100%

            	
              90%

            
	 	
              More
                than 20

            	
              88.6%

            	
              100%

            	
              88%

            
	
              (E)
                US-GNMA

              US-FNMA

              US-FHLMC

            	 	 	 	 
	 	
              1
                or less

            	
              98.5%

            	
              100%

            	
              99%

            
	 	
              More
                than 1 but not more than 2

            	
              97.7%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              97.3%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              94.5%

            	
              100%

            	
              96%

            
	 	
              More
                than 5 but not more than 7

            	
              93.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 7 but not more than 10

            	
              90.7%

            	
              100%

            	
              93%

            
	 	
              More
                than 10 but not more than 20

            	
              87.7%

            	
              100%

            	
              89%

            
	 	
              More
                than 20

            	
              84.4%

            	
              100%

            	
              87%

            


    

     

    
      REFERENCE
        NUMBER: FXACE07HE2

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      

        Page 13
          of
          13 
 

    

    
      	
              (F)
                Fixed-Rate GA-EUROZONE-GOV

            	 	
              Rated
                AAA or better by S&P

            	
              Rated
                Aa3 or better by Moody's

            	
              Rated
                Aa3 or better by Moody's

            
	 	
              1
                or less

            	
              98.8%

            	
              98%

            	
              94%

            
	 	
              More
                than 1 but not more than 2

            	
              97.9%

            	
              98%

            	
              93%

            
	 	
              More
                than 2 but not more than 3

            	
              97.1%

            	
              98%

            	
              92%

            
	 	
              More
                than 3 but not more than 5

            	
              91.2%

            	
              98%

            	
              90%

            
	 	
              More
                than 5 but not more than 7

            	
              87.5%

            	
              98%

            	
              89%

            
	 	
              More
                than 7 but not more than 10

            	
              83.8%

            	
              98%

            	
              88%

            
	 	
              More
                than 10 but not more than 20

            	
              75.5%

            	
              98%

            	
              84%

            


    

    


     

    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.

     


    REFERENCE
      NUMBER: FXACE07HE2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    EXHIBIT
      J

     

    
      CAP
        CONTRACTS

    

     

    

      BEAR
        STEARNS

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      


      
        	
                DATE:

              	
                March
                  8, 2007

              
	 	 
	
                TO:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Trustee on behalf of the ACE Securities Corp. Home Equity Loan
                  Trust,
                  Series 2007-HE2 Asset Backed Pass-Through Certificates

              
	
                ATTENTION:

              	
                CTLA
                  Structured Finance

              
	
                TELEPHONE:

              	
                212-525-1309

              
	
                FACSIMILE:

              	
                212-525-1300

              
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857
                  

              
	 	 
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation 

              
	 	 
	
                REFERENCE
                  NUMBER:

              	
                FXNCC9272

              


      

      


      


      The
        purpose of this letter agreement is to confirm the terms and conditions of
        the
        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 in its individual capacity, but solely as Trustee
        on
        behalf of the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
        Asset
        Backed Pass-Through Certificates (“Party B”). This letter agreement constitutes
        the sole and complete “Confirmation,” as referred to in the Master Agreement
        specified below, with respect to this Transaction.

      


      
        	
                1.
                  

              	
                This
                  Confirmation is subject to and incorporates the 2000
                  ISDA Definitions
                  (the “Definitions”), as published by the International Swaps and
                  Derivatives Association, Inc. (“ISDA”). This Confirmation supplements,
                  forms a part of and is subject to the ISDA Master Agreement dated
                  as of
                  March 8, 2007 between Party A and Party B (the agreement, as amended
                  and
                  supplemented from time to time, being referred to herein as the
“Master
                  Agreement”). All provisions contained in, or incorporated by reference to,
                  the Master Agreement shall govern the Transaction referenced in
                  this
                  Confirmation except as expressly modified herein. In the event
                  of any
                  inconsistency between this Confirmation and the Definitions or
                  Master
                  Agreement, this Confirmation shall prevail.

              
	 	 	 
	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              
	 	 	 
	 	
                Type
                  of Transaction:

              	
                Rate
                  Cap

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXNCC9272 

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2 Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page
          2
of
          6

      

       

       

      
        	
                 

              	
                
                  Notional
                    Amount:

                

              	
                With
                  respect to any Calculation Period the lesser of (x) the aggregate
                  principal balance of the Group I Mortgage Loans at the beginning
                  of the
                  Due Period in which the related Calculation Period begins (determined
                  for
                  this purpose without regard to any adjustment of the Floating Rate
                  Payer
                  Payment Date or Due Period relating to business days) and (y) the
                  amount
                  set forth for such period on Schedule I attached
                  hereto.

              
	 	 	 
	 	
                Trade
                  Date:

              	
                March
                  5, 2007

              
	 	 	 
	 	
                Effective
                  Date:

              	
                March
                  8, 2007

              
	 	 	 
	 	
                Termination
                  Date:

              	
                August
                  25, 2007, subject to adjustment in accordance with the Business
                  Day
                  Convention.

              
	 	 	 
	 	
                Fixed
                  Amount (Premium):

              	 
	 	 	 
	 	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Payment
                  Date:

              	
                March
                  8, 2007

              
	 	 	 
	 	
                Fixed
                  Amount:

              	
                USD
                  4,000

              
	 	 	 
	 	
                Floating
                  Amounts:

              	 
	 	 	 
	 	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 	 
	 	
                Cap
                  Rate:

              	
                7.50000%

              
	 	 	 
	 	
                Floating
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term
                  of this Transaction, commencing March 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 is applicable. The Floating Rate Payer Payment Dates shall
                  be one
                  Business Day prior to each Floating Rate Payer Period End
                  Date.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXNCC9272 

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2 Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page
          3
of
          6

         

      

      
        	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 	 
	 	
                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

              
	 	 	 
	 	
                Calculation
                  Agent:

              	
                Party
                  A

              
	 	 	 
	 	
                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 TRANSACTION.

              
	 	 	 
	
                3.

              	
                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, NA

              
	 	 	
                ABA
                  Number: 121000248

              
	 	 	
                Account
                  Name: SAS Clearing Account #3970771416

              
	 	 	
                FFC:
                  50985801, ACE 07-HE2 Group I Interest Rate
                  Cap

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXNCC9272 

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2 Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page
          4
of
          6

      

      
 

      Additional
        Provisions:

      


      Non-Reliance. Each
        party represents to the other party that (a) it has not received and is not
        relying upon any legal, tax, regulatory, accounting or other advice (whether
        written or oral) of the other party regarding this Transaction, other than
        representations expressly made by that other party in this Confirmation and
        in
        the Master Agreement and (b) in respect of this Transaction, (i) it has the
        capacity to evaluate (internally or through independent professional advice)
        this Transaction and has made its own decision to enter into this Transaction
        and (ii) it understands the terms, conditions and risks of this Transaction
        and
        is willing to assume (financially and otherwise) those risks. Party B
        acknowledges that Party A has advised Party B to consult its own tax, accounting
        and legal advisors in connection with this Transaction evidenced by this
        Confirmation and that Party B has done so.

      


      This
        Confirmation 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: FXNCC9272 

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2 Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page
          5
of
          6

      

      
 

      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\:
        Michael
        Bellacosa______________

      Name:
        Michael Bellacosa

      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 Trade Date.

      


      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      


      


      


      By: \s\:
        Fernando
        Acebedo_____________
        

      Name:
        Fernando Acebedo

      Title:
        Vice President

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Reference
          Number: FXNCC9272 

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-HE2 Asset Backed Pass-Through Certificates

        March
          8,
          2007

        Page 6
          of
          6

      

       

      
 

      


      SCHEDULE
        OF NOTIONAL AMOUNTS

      (all
        such
        dates subject to adjustment in accordance with the Business Day
        Convention)

      


      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount

                (USD)

              
	
                Effective
                  Date

              	
                3/25/2007

              	
                382,909,543

              
	
                3/25/2007

              	
                4/25/2007

              	
                377,439,875

              
	
                4/25/2007

              	
                5/25/2007

              	
                371,332,825

              
	
                5/25/2007

              	
                6/25/2007

              	
                364,606,711

              
	
                6/25/2007

              	
                7/25/2007

              	
                357,286,708

              
	
                7/25/2007

              	
                Termination
                  Date

              	
                349,434,594

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    BEAR
      STEARNS

    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    
      	
              DATE:

            	
              March
                8, 2007

            
	 	 
	
              TO:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Trustee on behalf of the ACE Securities Corp. Home Equity Loan
                Trust,
                Series 2007-HE2 Asset Backed Pass-Through Certificates

            
	
              ATTENTION:

            	
              CTLA
                Structured Finance

            
	
              TELEPHONE:

            	
              212-525-1309

            
	
              FACSIMILE:

            	
              212-525-1300

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711
                

            
	
              FACSIMILE: 

            	
              212-272-9857
                

            
	 	 
	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation 

            


    

    


    


    REFERENCE
      NUMBER: FXNCC9271

    


    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      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 in its individual capacity, but solely as Trustee
      on
      behalf of the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      Asset
      Backed Pass-Through Certificates (“Party B”). This letter agreement constitutes
      the sole and complete “Confirmation,” as referred to in the Master Agreement
      specified below, with respect to this Transaction.

    


    
      	
              1.
                

            	
              This
                Confirmation is subject to and incorporates the 2000
                ISDA Definitions
                (the “Definitions”), as published by the International Swaps and
                Derivatives Association, Inc. (“ISDA”). This Confirmation supplements,
                forms a part of and is subject to the ISDA Master Agreement dated
                as of
                March 8, 2007 between Party A and Party B (the agreement, as amended
                and
                supplemented from time to time, being referred to herein as the “Master
                Agreement”). All provisions contained in, or incorporated by reference to,
                the Master Agreement shall govern the Transaction referenced in this
                Confirmation except as expressly modified herein. In the event of
                any
                inconsistency between this Confirmation and the Definitions or Master
                Agreement, this Confirmation shall prevail.

            
	 	 	 
	
              2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            
	 	 	 
	 	
              Type
                of Transaction:

            	
              Interest
                Rate Cap

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      Reference
        Number: FXNCC9271

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page
        2
of
        6

    

     

     

    
      	 	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period the lesser of (x) the aggregate
                principal balance of the Group II Mortgage Loans at the beginning
                of the
                Due Period in which the related Calculation Period begins (determined
                for
                this purpose without regard to any adjustment of the Floating Rate
                Payer
                Payment Date or Due Period relating to business days) and (y) the
                amount
                set forth for such period on Schedule I attached
                hereto.

            
	 	 	 
	 	
              Trade
                Date:

            	
              March
                5, 2007

            
	 	 	 
	 	
              Effective
                Date:

            	
              March
                8, 2007

            
	 	 	 
	 	
              Termination
                Date:

            	
              August
                25, 2007, subject to adjustment in accordance with the Business Day
                Convention.

            
	 	 	 
	 	
              Fixed
                Amount (Premium):

            	 
	 	 	 
	 	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	 	 	 
	 	
              Fixed
                Rate Payer

            	 
	 	
              Payment
                Date:

            	
              March
                8, 2007

            
	 	 	 
	 	
              Fixed
                Amount:

            	
              USD
                4,000

            
	 	 	 
	 	
              Floating
                Amounts:

            	 
	 	 	 
	 	
              Floating
                Rate Payer:

            	
              Party
                A

            
	 	 	 
	 	
              Cap
                Rate:

            	
              7.50000%

            
	 	 	 
	 	
              Floating
                Rate Payer

            	 
	 	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during
                the Term
                of this Transaction, commencing March 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 is applicable. The Floating Rate Payer Payment Dates shall
                be one
                Business Day prior to each Floating Rate Payer Period End
                Date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNCC9271

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page
        3
of
        6

       

    

     

    
      	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 	 
	 	
              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

            
	 	 	 
	 	
              Calculation
                Agent:

            	
              Party
                A

            
	 	 	 
	 	
              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 TRANSACTION.

            
	 	 	 
	
              3.

            	
              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, NA

            
	 	 	
              ABA
                Number: 121000248

            
	 	 	
              Account
                Name: SAS Clearing Account #3970771416

            
	 	 	
              FFC:
                50985801, ACE 07-HE2 Group II Interest Rate
                Cap

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNCC9271

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page 4
        of
        6

    

    
 

    Additional
      Provisions:

    


    Non-Reliance. Each
      party represents to the other party that (a) it has not received and is not
      relying upon any legal, tax, regulatory, accounting or other advice (whether
      written or oral) of the other party regarding this Transaction, other than
      representations expressly made by that other party in this Confirmation and
      in
      the Master Agreement and (b) in respect of this Transaction, (i) it has the
      capacity to evaluate (internally or through independent professional advice)
      this Transaction and has made its own decision to enter into this Transaction
      and (ii) it understands the terms, conditions and risks of this Transaction
      and
      is willing to assume (financially and otherwise) those risks. Party B
      acknowledges that Party A has advised Party B to consult its own tax, accounting
      and legal advisors in connection with this Transaction evidenced by this
      Confirmation and that Party B has done so.

    


    This
      Confirmation 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: FXNCC9271

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page
        5
of
        6

    

    
 

    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\:
      Michael
      Bellacosa_______________

    Name:
      Michael Bellacosa

    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 Trade Date.

    


    HSBC
      Bank USA, National Association, not in its individual capacity, but solely
      as
      Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
      2007-HE2 Asset Backed Pass-Through Certificates

    


    


    


    By: \s\:
      Fernando
      Acebedo______________
      

    Name:
      Fernando Acebedo

    Title:
      Vice President

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNCC9271

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
        2007-HE2 Asset Backed Pass-Through Certificates

      March
        8,
        2007

      Page
        6
of
        6

    

    
 

    SCHEDULE
      OF NOTIONAL AMOUNTS

    (all
      such
      dates subject to adjustment in accordance with the Business Day
      Convention)

    


    


    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount

              (USD)

            
	
              Effective
                Date

            	
              3/25/2007

            	
              413,524,999.00

            
	
              3/25/2007

            	
              4/25/2007

            	
              407,615,373.00

            
	
              4/25/2007

            	
              5/25/2007

            	
              401,022,543.00

            
	
              5/25/2007

            	
              6/25/2007

            	
              393,767,045.00

            
	
              6/25/2007

            	
              7/25/2007

            	
              385,877,153.00

            
	
              7/25/2007

            	
              Termination
                Date

            	
              377,429,336.00

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Multicurrency
      - Cross Border)

     

    ISDA®

    International
      Swap Dealers Association, Inc.

     

    MASTER
      AGREEMENT

     

    dated
      as
      of March 8, 2007

     

    
      	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            	
              and

            	
              HSBC
                Bank USA, National Association, 

              not
                in its individual capacity, but solely as 

              Trustee
                on behalf of the ACE Securities 

              Corp.
                Home Equity Loan Trust, Series 

              2007-HE2
                Asset Backed Pass-Through

              Certificates
                

            


    

     

    have
      entered and/or anticipate entering into one of more transactions (each a
      "Transaction") that are or will be governed by this Master Agreement, which
      includes the schedule (the "Schedule"), and the documents and other confirming
      evidence (each a "Confirmation") exchanged between the parties confirming those
      Transactions.

     

    Accordingly,
      the parties agree as follows: —

     

    1. Interpretation

     

    (a) Definitions. The
      terms
      defined in Section 14 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement.

     

    (b) Inconsistency.
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purpose of the relevant Transaction.

     

    (c) Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as this "Agreement"), and the parties would not otherwise enter
      into
      any Transactions.

     

    2. Obligations

     

    (a) General
      Conditions.

     

    (i) Each
      party will make each payment or delivery specified in each Confirmation to
      be
      made by it, subject to the other provisions of this Agreement.

     

    (ii) Payments
      under this Agreement will be made on the due date for value on that date in
      the
      place of the account specified in the relevant Confirmation or otherwise
      pursuant to this Agreement, in freely transferable funds and in the manner
      customary for payments in the required currency. Where settlement is by delivery
      (that is, other than by payment), such delivery will be made for receipt on
      the
      due date in the manner customary for the relevant obligation unless otherwise
      specified in the relevant Confirmation or elsewhere in this
      Agreement.

     

     

    Copyright
      © 1992 by International Swap Dealers Association, Inc.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    (iii) Each
      obligation of each party under Section 2(a)(i) is subject to (1) the condition
      precedent that no Event of Default or Potential Event of Default with respect
      to
      the other party has occurred and is continuing, (2) the condition precedent
      that
      no Early Termination Date in respect of the relevant Transaction has occurred
      or
      been effectively designated and (3) each other applicable condition precedent
      specified in this Agreement.

     

    (b) Change
      of Account.
      Either
      party may change its account for receiving a payment or delivery by giving
      notice to the other party at least five Local Business Days prior to the
      scheduled date for the payment or delivery to which such change applies unless
      such other party gives timely notice of a reasonable objection to such
      change.

     

    (c) Netting.
      If on
      any date amounts would otherwise be payable: —

     

    (i) in
      the
      same currency; and

     

    (ii) in
      respect of the same Transaction,

     

    by
      each
      party to the other. then, on such date, each party's obligation to make payment
      of any such amount will be automatically satisfied and discharged and, if the
      aggregate amount that would otherwise have been payable by one party exceeds
      the
      aggregate amount that would otherwise have been payable by the other party,
      replaced by an obligation upon the party by whom the larger aggregate amount
      would have been payable to pay to the other party the excess of the larger
      aggregate amount over the smaller aggregate amount.

     

    The
      parties may elect in respect of two or more Transactions that a net amount
      will
      be determined in respect of all amounts payable on the same date in the same
      currency in respect of such Transactions, regardless of whether such amounts
      are
      payable in respect of the same Transaction. The election may be made in the
      Schedule or a Confirmation by specifying that subparagraph (ii) above will
      not
      apply to the Transactions identified as being subject to the election, together
      with the starting date (in which case subparagraph (ii) above will not, or
      will
      cease to, apply to such Transactions from such date). This election may be
      made
      separately for different groups of Transactions and will apply separately to
      each pairing of Offices through which the parties make and receive payments
      or
      deliveries.

     

    (d) Deduction
      or Withholding for Tax.

     

    (i) Gross-Up.
      All
      payments under this Agreement will be made without any deduction or withholding
      for or on account of any Tax unless such deduction or withholding is required
      by
      any applicable law, as modified by the practice of any relevant governmental
      revenue authority, then in effect. If a party is so required to deduct or
      withhold, then that party ("X") will: —

     

    (1) promptly
      notify the other party ("Y") of such requirement;

     

    (2) pay
      to
      the relevant authorities the full amount required to be deducted or withheld
      (including the full amount required to be deducted or withheld from any
      additional amount paid by X to Y under this Section 2(d)) promptly upon the
      earlier of determining that such deduction or withholding is required or
      receiving notice that such amount has been assessed against Y;

     

    (3) promptly
      forward to Y an official receipt (or a certified copy), or other documentation
      reasonably acceptable to Y, evidencing such payment to such authorities;
      and

     

    (4) if
      such
      Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
      Y is
      otherwise entitled under this Agreement, such additional amount as is necessary
      to ensure that the net amount actually received by Y (free and clear of
      Indemnifiable Taxes. whether assessed against X or Y) will equal f full amount
      Y
      would have received had no such deduction or withholding been required. However,
      X will not be required to pay any additional amount to Y to the extent that
      it
      would not be required to be paid but for: —

     

    (A) the
      failure by Y to comply with or perform any agreement contained in Section
      4(a)(i), 4(a)(iii) or 4(d); or

    
      
        ISDA
          ® 1992

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (B) the
      failure of a representation made by Y pursuant to Section 3(f) to be accurate
      and true unless such failure would not have occurred but for (I) any action
      taken by a taxing authority, or brought in a court of competent jurisdiction,
      on
      or after the date on which a Transaction is entered into (regardless of whether
      such action is taken or brought with respect to a party to this Agreement)
      or
      (II) a Change in Tax Law.

     

     

     

    
      
        ISDA
          ® 1992

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii) Liability.
      If:
      —

     

    (1) X
      is
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, to make any deduction or withholding in respect
      of which X would not be required to pay an additional amount to Y under Section
      2(d)(i)(4);

     

    (2) X
      does
      not so deduct or withhold; and

     

    (3) a
      liability resulting from such Tax is assessed directly against X,

     

    then,
      except to the extent Y has satisfied or then satisfies the liability resulting
      from such Tax, Y will promptly pay to X the amount of such liability (including
      any related liability for interest, but including any related liability for
      penalties only if Y has failed to comply with or perform any agreement contained
      in Section 4(a)(i), 4(a)(iii) or 4(d)).

     

    (e) Default
      Interest; Other Amounts.
      Prior to
      the occurrence or effective designation of an Early Termination Date in respect
      of the relevant Transaction, a party that defaults in the performance of any
      payment obligation will, to the extent permitted by law and subject to Section
      6(c), be required to pay interest (before as well as after judgment) on the
      overdue amount to the other party on demand in the same currency as such overdue
      amount, for the period from (and including) the original due date for payment
      to
      (but excluding) the date of actual payment, at the Default Rate. Such interest
      will be calculated on the basis of daily compounding and the actual number
      of
      days elapsed. If, prior to the occurrence or effective designation of an Early
      Termination Date in respect of the relevant Transaction, a party defaults in
      the
      performance of any obligation required to be settled by delivery, it will
      compensate the other party on demand if and to the extent provided for in the
      relevant Confirmation or elsewhere in this Agreement.

     

    3. Representations

     

    Each
      party represents to the other party (which representations will be deemed to
      be
      repeated by each party on each date on which a Transaction is entered into
      and,
      in the case of the representations in Section 3(f), at all times until the
      termination of this Agreement) that: —

     

    (a) Basic
      Representations.

     

    (i) Status.
      It is
      duly organised and validly existing under the laws of the jurisdiction of its
      organisation or incorporation and, if relevant under such laws, in good
      standing;

     

    (ii) Powers.
      It has
      the power to execute this Agreement and any other documentation relating to
      this
      Agreement to which it is a party, to deliver this Agreement and any other
      documentation relating to this Agreement that it is required by this Agreement
      to deliver and to perform its obligations under this Agreement and any
      obligations it has under any Credit Support Document to which it is a party
      and
      has taken all necessary action to authorise such execution, delivery and
      performance;

     

    (iii) No
      Violation or Conflict.
      Such
      execution, delivery and performance do not violate or conflict with any law
      applicable to it, any provision of its constitutional documents, any order
      or
      judgment of any court or other agency of government applicable to it or any
      of
      its assets or any contractual restriction binding on or affecting it or any
      of
      its assets;

     

    (iv) Consents.
      All
      governmental and other consents that are required to have been obtained by
      it
      with respect to this Agreement or any Credit Support Document to which it is
      a
      party have been obtained and are in full force and effect and all conditions
      of
      any such consents have been complied with; and

     

    (v) Obligations
      Binding.
      Its
      obligations under this Agreement and any Credit Support Document to which it
      is
      a party constitute its legal, valid and binding obligations, enforceable in
      accordance with their respective terms (subject to applicable bankruptcy,
      reorganisation, insolvency, moratorium or similar laws affecting creditors'
      rights generally and subject, as to enforceability, to equitable principles
      of
      general application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

    
      
        ISDA
          ® 1992

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) Absence
      of Certain Events.
      No Event
      of Default or Potential Event of Default or, to its knowledge, Termination
      Event
      with respect to it has occurred and is continuing and no such event or
      circumstance would occur as a result of its entering into or performing its
      obligations under this Agreement or any Credit Support Document to which it
      is a
      party.

     

    (c) Absence
      of Litigation.
      There is
      not pending or, to its knowledge, threatened against it or any of its Affiliates
      any action, suit or proceeding at law or in equity or before any court,
      tribunal, governmental body, agency or official or any arbitrator that is likely
      to affect the legality, validity or enforceability against it of this Agreement
      or any Credit Support Document to which it is a party or its ability to perform
      its obligations under this Agreement or such Credit Support
      Document.

     

    (d) Accuracy
      of Specified Information.
      All
      applicable information that is furnished in writing by or on behalf of it to
      the
      other party and is identified for the purpose of this Section 3(d) in the
      Schedule is, as of the date of the information, true, accurate and complete
      in
      every material respect.

     

    (e) Payer
      Tax Representation.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(e) is accurate and true.

     

    (f) Payee
      Tax Representations.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(f) is accurate and true.

     

    4. Agreements

     

    Each
      party agrees with the other that, so long as either party has or may have any
      obligation under this Agreement or under any Credit Support Document to which
      it
      is a party: —

     

    (a) Furnish
      Specified Information.
      It will
      deliver to the other party or, in certain cases under subparagraph (iii) below,
      to such government or taxing authority as the other party reasonably directs:
      —

     

    (i) any
      forms, documents or certificates relating to taxation specified in the Schedule
      or any Confirmation;

     

    (ii) any
      other
      documents specified in the Schedule of any Confirmation; and

     

    (iii) upon
      reasonable demand by such other party, any form or document that may be required
      or reasonably requested in writing in order to allow such other party or its
      Credit Support Provider to make a payment under this Agreement or any applicable
      Credit Support Document without any deduction or withholding for or on account
      of any Tax or with such deduction or withholding at a reduced rate (so long
      as
      the completion, execution or submission of such form or document would not
      materially prejudice the legal or commercial position of the party in receipt
      of
      such demand), with any such form or document to be accurate and completed in
      a
      manner reasonably satisfactory to such other party and to be executed and to
      be
      delivered with any reasonably required certification,

     

    in
      each
      case by the date specified in the Schedule or such Confirmation or, if none
      is
      specified, as soon as reasonably practicable.

     

    (b) Maintain
      Authorisations.
      It will
      use all reasonable efforts to maintain in full force and effect all consents
      of
      any governmental or other authority that are required to be obtained by it
      with
      respect to this Agreement or any Credit Support Document to which it is a party
      and will use all reasonable efforts to obtain any that may become necessary
      in
      the future.

     

    (c) Comply
      with Laws.
      It will
      comply in all material respects with all applicable laws and orders to which
      it
      may be subject if failure so to comply would materially impair its ability
      to
      perform its obligations under this Agreement or any Credit Support Document
      to
      which it is a party.

     

    (d) Tax
      Agreement.
      It will
      give notice of any failure of a representation made by it under Section 3(f)
      to
      be accurate and true promptly upon learning of such failure.

    
      
        ISDA
          ® 1992

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Payment
      of Stamp Tax.
      Subject
      to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect
      of its execution or performance of this Agreement by a jurisdiction in which
      it
      is incorporated,

     

     

     

     


    
      
        ISDA
          ® 1992

        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    organised,
      managed and controlled. or considered to have its seat, or in which a branch
      or
      office through which it is acting for the purpose of this Agreement is located
      ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp
      Tax levied or imposed upon the other party or in respect of the other party's
      execution or performance of this Agreement by any such Stamp Tax Jurisdiction
      which is not also a Stamp Tax Jurisdiction with respect to the other
      party.

     

    5. Events
      or Default and Termination Events

     

    (a) Events
      of Default.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      of
      the following events constitutes an event of default (an "Event of Default")
      with respect to such party: —

     

    (i) Failure
      to Pay or Deliver.
      Failure
      by the party to make, when due, any payment under this Agreement or delivery
      under Section 2(a)(i) or 2(e) required to be made by it if such failure is
      not
      remedied on or before the third Local Business Day after notice of such failure
      is given to the party;

     

    (ii) Breach
      of Agreement.
      Failure
      by the party to comply with or perform any agreement or obligation (other than
      an obligation to make any payment under this Agreement or delivery under Section
      2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
      obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure is
      not
      remedied on or before the thirtieth day after notice of such failure is given
      to
      the party;

     

    (iii) Credit
      Support Default.

     

    (1) Failure
      by the party or any Credit Support Provider of such party to comply with or
      perform any agreement or obligation to be complied with or performed by it
      in
      accordance with any Credit Support Document if such failure is continuing after
      any applicable grace period has elapsed;

     

    (2) the
      expiration or termination of such Credit Support Document or the failing or
      ceasing of such Credit Support Document to be in full force and effect for
      the
      purpose of this Agreement (in either case other than in accordance with its
      terms) prior to the satisfaction of all obligations of such party under each
      Transaction to which such Credit Support Document relates without the written
      consent of the other party; or

     

    (3) the
      party
      or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
      in
      whole or in part, or challenges the validity of, such Credit Support
      Document;

     

    (iv) Misrepresentation.
      A
      representation (other than a representation under Section 3(e) or (f)) made
      or
      repeated or deemed to have been made or repeated by the party or any Credit
      Support Provider of such party in this Agreement or any Credit Support Document
      proves to have been incorrect or misleading in any material respect when made
      or
      repeated or deemed to have been made or repeated;

     

    (v) Default
      under Specified Transaction.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party (1) defaults under a Specified Transaction and, after
      giving effect to any applicable notice requirement or grace period, there occurs
      a liquidation of, an acceleration of obligations under, or an early termination
      of, that Specified Transaction, (2) defaults, after giving effect to any
      applicable notice requirement or grace period, in making any payment or delivery
      due on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at least
      three Local Business Days if there is no applicable notice requirement or grace
      period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in
      part, a Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

     

    (vi) Cross
      Default.
      If
      "Cross Default" is specified in the Schedule as applying to the party, the
      occurrence or existence of (1) a default, event of default or other similar
      condition or event (however

     

    
      
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    described)
      in respect of such party, any Credit Support Provider of such party or any
      applicable Specified Entity of such party under one or more agreements or
      instruments relating to Specific Indebtedness of any of them (individually
      or
      collectively) in an aggregate amount of not less than the applicable Threshold
      Amount (as specified in the Schedule) which has resulted in such Specified
      Indebtedness becoming, or becoming capable at such time of being declared,
      due
      and payable under such agreements or instruments, before it would otherwise
      have
      been due and payable or (2) a default by such party, such Credit Support
      Provider or such Specified Entity (individually or collectively) in making
      one
      or more payments on the due date thereof in an aggregate amount of not less
      than
      the applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace
      period);

     

    (vii) Bankruptcy.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party:-

     

    (1)
      is
      dissolved (other than pursuant to a consolidation, amalgamation or merger);
      (2)
      becomes insolvent or is unable to pay its debts or fails or admits in writing
      its inability generally to pay its debts as they become due; (3) makes a general
      assignment, arrangement or composition with or for the benefit of its creditors;
      (4) institutes or has instituted against it a proceeding seeking a judgment
      of
      insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
      law or other similar law affecting creditors' rights, or a petition is presented
      for its winding-up or liquidation, and, in the case of any such proceeding
      or
      petition instituted or presented against it, such proceeding or petition (A)
      results in a judgment of insolvency or bankruptcy or the entry of an order
      for
      relief or the making of an order for its winding-up or liquidation or (B) is
      not
      dismissed, discharged, stayed or restrained in each case within 30 days of
      the
      institution or presentation thereof, (5) has a resolution passed for its
      winding-up, official management or liquidation (other than pursuant to a
      consolidation, amalgamation or merger); (6) seeks or becomes subject to the
      appointment of an administrator, provisional liquidator, conservator, receiver,
      trustee, custodian or other similar official for it or for all or substantially
      all its assets; (7) has a secured party take possession of all or substantially
      all its assets or has a distress, execution, attachment, sequestration or other
      legal process levied, enforced or sued on or against all or substantially all
      its assets and such secured party maintains possession, or any such process
      is
      not dismissed, discharged, stayed or restrained, in each case within 30 days
      thereafter; (8) causes or is subject to any event with respect to it which.
      under the applicable laws of any jurisdiction, has an analogous effect to any
      of
      the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
      in furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts; or

     

    (viii) Merger
      Without Assumption.
      The
      party or any Credit Support Provider of such party consolidates or amalgamates
      with, or merges with or into, or transfers all or substantially all its assets
      to, another entity and, at the time of such consolidation, amalgamation, merger
      or transfer: -

     

    (1) the
      resulting, surviving or transferee entity fails to assume all the obligations
      of
      such party or such Credit Support Provider under this Agreement or any Credit
      Support Document to which it or its predecessor was a party by operation of
      law
      or pursuant to an agreement reasonably satisfactory to the other party to this
      Agreement; or

     

    (2) the
      benefits of any Credit Support Document fail to extend (without the consent
      of
      the other party) to the performance by such resulting, surviving or transferee
      entity of its obligations under this Agreement.

     

    (b) Termination
      Events.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      event specified below constitutes an Illegality if the event is specified in
      (i)
      below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon
      Merger if the event is specified in (iii) below, and, if specified to be
      applicable, a Credit Event

     

    
      
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    Upon
      Merger if the event is specified pursuant to (iv) below or an Additional
      Termination Event if the event is specified pursuant to (v) below:—

     

    (i) Illegality.
      Due to
      the adoption of, or any change in, any applicable law after the date on which
      a
      Transaction is entered into, or due to the promulgation of, or any change in,
      the interpretation by any court, tribunal or regulatory authority with competent
      jurisdiction of any applicable law after such date. it becomes unlawful (other
      than as a result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):—

     

    (1) to
      perform any absolute or contingent obligation to make a payment or delivery
      or
      to receive a payment or delivery in respect of such Transaction or to comply
      with any other material provision of this Agreement relating to such
      Transaction; or

     

    (2) to
      perform, or for any Credit Support Provider of such party to perform, any
      contingent or other obligation which the party (or such Credit Support Provider)
      has under any Credit Support Document relating to such Transaction;

     

    (ii) Tax
      Event.
      Due to
      (x) any action taken by a taxing authority, or brought in a court of competent
      jurisdiction, on or after the date on which a Transaction is entered into
      (regardless of whether such action is taken or brought with respect to a party
      to this Agreement) or (y) a Change in Tax Law, the party (which will be the
      Affected Party) will, or there is a substantial likelihood that it will, on
      the
      next succeeding Scheduled Payment Date (1) be required to pay to the other
      party
      an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
      (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
      receive a payment from which an amount is required to be deducted or withheld
      for or on account of a Tax (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
      of
      such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
      or (B));

     

    (iii) Tax
      Event Upon Merger.
      The
      party (the "Burdened Party") on the next succeeding Scheduled Payment Date
      will
      either (1) be required to pay an additional amount in respect of an
      Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under
      Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
      has been deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional amount
      (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
      result of a party consolidating or amalgamating with, or merging with or into,
      or transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
      described in Section 5(a)(viii);

     

    (iv) Credit
      Event Upon Merger.
      If
      "Credit Event Upon Merger" is specified in the Schedule as applying to the
      party, such party ("X"), any Credit Support Provider of X or any applicable
      Specified Entity of X consolidates or amalgamates with, or merges with or into,
      or transfers all or substantially all its assets to, another entity and such
      action does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is materially
      weaker than that of X, such Credit Support Provider or such Specified Entity,
      as
      the case may be, immediately prior to such action (and, in such event, X or
      its
      successor or transferee, as appropriate, will be the Affected Party);
      of

     

    (v) Additional
      Termination Event.
      If any
      "Additional Termination Event" is specified in the Schedule or any Confirmation
      as applying. the occurrence of such event (and, in such event. the Affected
      Party or Affected Parties shall be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

     

    (c) Event
      of Default and Illegality.
      If an
      event or circumstance which would otherwise constitute or give rise to an Event
      of Default also constitutes an Illegality, it will be treated as an Illegality
      and will not constitute an Event of Default.

    
      
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    6. Early
      Termination

     

    (a) Right
      to Terminate Following Event of Default.
      If at
      any time an Event of Default with respect to a party (the “Defaulting Party”)
      has occurred and is then continuing, the other party (the “Non-defaulting
      Party”) may, by not more than 20 days notice to the Defaulting Party specifying
      the relevant Event of Default, designate a day not earlier than the day such
      notice is effective as an Early Termination Date in respect of all outstanding
      Transactions. If, however, "Automatic Early Termination" is specified in the
      Schedule as applying to a party, then an Early Termination Date in respect
      of
      all outstanding Transactions will occur immediately upon the occurrence with
      respect to such party of an Event of Default specified in Section 5(a)(vii)(l),
      (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
      immediately preceding the institution of the relevant proceeding or the
      presentation of the relevant petition upon the occurrence with respect to such
      party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
      analogous thereto, (8).

     

    (b) Right
      to Terminate Following Termination Event.

     

    (i) Notice.
      If a
      Termination Event occurs, an Affected Party will, promptly upon becoming aware
      of it, notify the other party, specifying the nature of that Termination Event
      and each Affected Transaction and will also give such other information about
      that Termination Event as the other party may reasonably require.

     

    (ii) Transfer
      to Avoid Termination Event.
      If
      either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
      is
      only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
      Party is the Affected Party, the Affected Party will, as a condition to its
      right to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss, excluding
      immaterial, incidental expenses) to transfer within 20 days after it gives
      notice under Section 6(b)(i) all its rights and obligations under this Agreement
      in respect of the Affected Transactions to another of its Offices or Affiliates
      so that such Termination Event ceases to exist.

     

    If
      the
      Affected Party is not able to make such a transfer it will give notice to the
      other party to that effect within such 20 day period, whereupon the other party
      may effect such a transfer within 30 days after the notice is given under
      Section 6(b)(i).

     

    Any
      such
      transfer by a party under this Section 6(b)(ii) will be subject to and
      conditional upon the prior written consent of the other party, 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.

     

    (iii) Two
      Affected Parties.
      If an
      Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
      Affected Parties, each party will use all reasonable efforts to reach agreement
      within 30 days after notice thereof is given under Section 6(b)(i) on action
      to
      avoid that Termination Event.

     

    (iv) Right
      to Terminate.
      If:—

     

    (1) a
      transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
      the
      case may be, has not been effected with respect to all Affected Transactions
      within 30 days after an Affected Party gives notice under Section 6(b)(i);
      or

     

    (2) an
      Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
      Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
      Party is not the Affected Party,

     

    either
      party in the case of an Illegality, the Burdened Party in the case of a Tax
      Event Upon Merger, any Affected Party in the case of a Tax Event or an
      Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a Credit
      Event Upon Merger or an
      Additional Termination Event if there is only one Affected Party may, by not
      more than 20 days notice to
      the
      other party and provided that the relevant Termination Event is
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    continuing,
      designate a day not earlier than the day such notice is effective as an Early
      Termination Date in respect of all Affected Transactions.

     

    (c) Effect
      of Designation.

     

    (i) If
      notice
      designating an Early Termination Date is given under Section 6(a) or (b), the
      Early Termination Date will occur on the date so designated, whether or not
      the
      relevant Event of Default or Termination Event is then continuing.

     

    (ii) Upon
      the
      occurrence or effective designation of an Early Termination Date, no further
      payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
      Terminated Transactions will be required to be made, but without prejudice
      to
      the other provisions of this Agreement. The amount, if any, payable in respect
      of an Early Termination Date shall be determined pursuant to Section
      6(e).

     

    (d) Calculations.

     

    (i) Statement.
      On or as
      soon as reasonably practicable following the occurrence of an Early Termination
      Date, each party will make the calculations on its part, if any, contemplated
      by
      Section 6(e) and will provide to the other party a statement (1) showing, in
      reasonable detail, such calculations (including all relevant quotations and
      specifying any amount payable under Section 6(e)) and (2) giving details of
      the
      relevant account to which any amount payable to it is to be paid. In the absence
      of written confirmation from the source of a quotation obtained in determining
      a
      Market Quotation, the records of the party obtaining such quotation will be
      conclusive evidence of the existence and accuracy of such
      quotation.

     

    (ii) Payment
      Date.
      An
      amount calculated as being due in respect of any Early Termination Date under
      Section 6(e) will be payable on the day that notice of the amount payable is
      effective (in the case of an Early Termination Date which is designated or
      occurs as a result of an Event of Default) and on the day which is two Local
      Business Days after the day on which notice of the amount payable is effective
      (in the case of an Early Termination Date which is designated as a result of
      a
      Termination Event). Such amount will be paid together with (to the extent
      permitted under applicable law) interest thereon (before as well as after
      judgment) in the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

     

    (e) Payments
      on Early Termination.
      If an
      Early Termination Date occurs, the following provisions shall apply based on
      the
      parties' election in the Schedule of a payment measure, either "Market
      Quotation" or "Loss", and a payment method, either the "First Method" or the
      "Second Method". If the parties fail to designate a payment measure or payment
      method in the Schedule, it will be deemed that "Market Quotation" or the "Second
      Method", as the case may be, shall apply. 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.

     

    (i) Events
      of Default.
      If the
      Early Termination Date results from an Event of Default:—

     

    (1) First
      Method and Market Quotation.
      If the
      First Method and Market Quotation apply, the Defaulting Party will pay to the
      Non-defaulting Party the excess, if a positive number, of (A) the sum of the
      Settlement Amount (determined by the Non-defaulting Party) in respect of the
      Terminated Transactions and the Termination Currency Equivalent of the Unpaid
      Amounts owing to the Non-defaulting Party over (B) the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Defaulting Party.

     

    (2) First
      Method and Loss.
      If the
      First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
      Party, if a positive number, the Non-defaulting Party's Loss in respect of
      this
      Agreement.

     

    (3) Second
      Method and Market Quotation.
      If the
      Second Method and Market Quotation apply,
      an
      amount will be payable equal to (A) the sum of the Settlement Amount (determined
      by the

     

    
      
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    Non-defaulting
      Party) in respect of the Terminated Transactions and the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
      the
      Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
      Party. If that amount is a positive number, the Defaulting Party will pay it
      to
      the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
      will pay the absolute value of that amount to the Defaulting Party.

     

    (4) Second
      Method and Loss.
      If the
      Second Method and Loss apply, an amount will be payable equal to the
      Non-defaulting Party's Loss in respect of this Agreement. If that amount is
      a
      positive number, the Defaulting Party will pay it to the Non-defaulting Party;
      if it is a negative number, the Non-defaulting Party will pay the absolute
      value
      of that amount to the Defaulting Party.

     

    (ii) Termination
      Events.
      If the
      Early Termination Date results from a Termination Event:—

     

    (1) One
      Affected Party.
      If there
      is one Affected Party, the amount payable will be determined in accordance
      with
      Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if
      Loss
      applies, except that, in either case, references to the Defaulting Party and
      to
      the Non-defaulting Party will be deemed to be references to the Affected Party
      and the party which is not the Affected Party, respectively, and, if Loss
      applies and fewer than all the Transactions are being terminated, Loss shall
      be
      calculated in respect of all Terminated Transactions.

     

    (2) Two
      Affected Parties.
      If there
      are two Affected Parties:—

     

    (A) if
      Market
      Quotation applies, each party will determine a Settlement Amount in respect
      of
      the Terminated Transactions, and an amount will be payable equal to (I) the
      sum
      of (a) one-half of the difference between the Settlement Amount of the party
      with the higher Settlement Amount ("X") and the Settlement Amount of the party
      with the lower Settlement Amount ("Y") and (b) the Termination Currency
      Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
      Equivalent of the Unpaid Amounts owing to Y; and

     

    (B) if
      Loss
      applies, each party will determine its Loss in respect of this Agreement (or,
      if
      fewer than all the Transactions are being terminated, in respect of all
      Terminated Transactions) and an amount will be payable equal to one-half of
      the
      difference between the Loss of the party with the higher Loss ("X") and the
      Loss
      of the party with the lower Loss ("Y").

     

    If
      the
      amount payable is a positive number, Y will pay it to X; if it is a negative
      number, X will pay the absolute value of that amount to Y.

     

    (iii) Adjustment
      for Bankruptcy.
      In
      circumstances where an Early Termination Date occurs because "Automatic Early
      Termination" applies in respect of a party, the amount determined under this
      Section 6(e) will be subject to such adjustments as are appropriate and
      permitted by law to reflect any payments or deliveries made by one party to
      the
      other under this Agreement (and retained by such other party) during the period
      from the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

     

    (iv) Pre-Estimate.
      The
      parties agree that if Market Quotation applies an amount recoverable under
      this
      Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
      is payable for the loss of bargain and the loss of protection against future
      risks and except as otherwise provided in this Agreement neither party will
      be
      entitled to recover any additional damages as a consequence of such
      losses.

    
      
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    7. Transfer

     

    Subject
      to Section 6(b)(ii), 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 without the prior written consent of the other party,
      except that:—

     

    (a) a
      party
      may make such a transfer of this Agreement 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); and

     

    (b) 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.

     

    8. Contractual
      Currency

     

    (a) Payment
      in the Contractual Currency.
      Each
      payment under this Agreement will be made in the relevant currency specified
      in
      this Agreement for that payment (the “Contractual Currency”). To the extent
      permitted by applicable law, any obligation to make payments under this
      Agreement in the Contractual Currency will not be discharged or satisfied by
      any
      tender in any currency other than the Contractual Currency, except to the extent
      such tender results in the actual receipt by the party to which payment is
      owed,
      acting in a reasonable manner and in good faith in converting the currency
      so
      tendered into the Contractual Currency, of the full amount in the Contractual
      Currency of all amounts payable in respect of this Agreement. If for any reason
      the amount in the Contractual Currency so received falls short of the amount
      in
      the Contractual Currency payable in respect of this Agreement, the party
      required to make the payment will, to the extent permitted by applicable law,
      immediately pay such additional amount in the Contractual Currency as may be
      necessary to compensate for the shortfall. If for any reason the amount in
      the
      Contractual Currency so received exceeds the amount in the Contractual Currency
      payable in respect of this Agreement, the party receiving the payment will
      refund promptly the amount of such excess.

     

    (b) Judgments.
      To the
      extent permitted by applicable law, if any judgment or order expressed in a
      currency other than the Contractual Currency is rendered (i) for the payment
      of
      any amount owing in respect of this Agreement, (ii) for the payment of any
      amount relating to any early termination in respect of this Agreement or (iii)
      in respect of a judgment or order of another court for the payment of any amount
      described in (i) or (ii) above, the party seeking recovery, after recovery
      in
      full of the aggregate amount to which such party is entitled pursuant to the
      judgment or order, will be entitled to receive immediately from the other party
      the amount of any shortfall of the Contractual Currency received by such party
      as a consequence of sums paid in such other currency and will refund promptly
      to
      the other party any excess of the Contractual Currency received by such party
      as
      a consequence of sums paid in such other currency if such shortfall or such
      excess arises or results from any variation between the rate of exchange at
      which the Contractual Currency is converted into the currency of the judgment
      or
      order for the purposes of such judgment or order and the rate of exchange at
      which such party is able, acting in a reasonable manner and in good faith in
      converting the currency received into the Contractual Currency, to purchase
      the
      Contractual Currency with the amount of the currency of the judgment or order
      actually received by such party. The term “rate of exchange” includes, without
      limitation, any premiums and costs of exchange payable in connection with the
      purchase of or conversion into the Contractual Currency.

     

    (c) Separate
      Indemnities.
      To the
      extent permitted by applicable law, these indemnities constitute separate and
      independent obligations from the other obligations in this Agreement, will
      be
      enforceable as separate and independent causes of action, will apply
      notwithstanding any indulgence granted by the party to which any payment is
      owed
      and will not be affected by judgment being obtained or claim or proof being
      made
      for any other sums payable in respect of this Agreement.

     

    (d) Evidence
      of Loss.
      For the
      purpose of this Section 8, it will be sufficient for a party to demonstrate
      that
      it would have suffered a loss had an actual exchange or purchase been
      made.

    
      
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    9.
      Miscellaneous

     

    (a) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to its subject matter and supersedes all oral communication and prior
      writings with respect thereto.

     

    (b) Amendments.
      No
      amendment, modification or waiver in respect of this Agreement will be effective
      unless in writing (including a writing evidenced by a facsimile transmission)
      and executed by each of the parties or confirmed by an exchange of telexes
      or
      electronic messages on an electronic messaging system.

     

    (c) Survival
      of Obligations.
      Without
      prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
      under this Agreement will survive the termination of any
      Transaction.

     

    (d) Remedies
      Cumulative.
      Except
      as provided in this Agreement, the rights, powers, remedies and privileges
      provided in this Agreement are cumulative and not exclusive of any rights,
      powers, remedies and privileges provided by law.

     

    (e) Counterparts
      and Confirmations.

     

    (i) This
      Agreement (and each amendment, modification and waiver in respect of it) may
      be
      executed and delivered in counterparts (including by facsimile transmission),
      each of which will be deemed an original.

     

    (ii) The
      parties intend that they are legally bound by the terms of each Transaction
      from
      the moment they agree to those terms (whether orally or otherwise). A
      Confirmation shall be entered into as soon as practicable and may be executed
      and delivered in counterparts (including by facsimile transmission) or be
      created by an exchange of telexes or by an exchange of electronic messages
      on an
      electronic messaging system, which in each case will be sufficient for all
      purposes to evidence a binding supplement to this Agreement. The parties will
      specify therein or through another effective means that any such counterpart,
      telex or electronic message constitutes a Confirmation.

     

    (f) No
      Waiver of Rights.
      A
      failure or delay in exercising any right, power or privilege in respect of
      this
      Agreement will not be presumed to operate as a waiver, and a single or partial
      exercise of any right, power or privilege will not be presumed to preclude
      any
      subsequent or further exercise, of that right, power or privilege or the
      exercise of any other right, power or privilege.

     

    (g) Headings.
      The
      headings used in this Agreement are for convenience of reference only and are
      not to affect the construction of or to be taken into consideration in
      interpreting this Agreement.

     

    10. Offices;
      Multibranch Parties

     

    (a) If
      Section 10(a) is specified in the Schedule as applying, each party that enters
      into a Transaction through an Office other than its head or home office
      represents to the other party that, notwithstanding the place of booking office
      or jurisdiction of incorporation or organisation of such party, the obligations
      of such party are the same as if it had entered into the Transaction through
      its
      head or home office. This representation will be deemed to be repeated by such
      party on each date on which a Transaction is entered into.

     

    (b) Neither
      party may change the Office through which it makes and receives payments or
      deliveries for the purpose of a Transaction without the prior written consent
      of
      the other party.

     

    (c) If
      a
      party is specified as a Multibranch Party in the Schedule, such Multibranch
      Party may make and receive payments or deliveries under any Transaction through
      any Office listed in the Schedule, and the Office through which it makes and
      receives payments or deliveries with respect to a Transaction will be specified
      in the relevant Confirmation.

     

    11. Expenses

     

    A
      Defaulting Party will, on demand, indemnify and hold harmless the other party
      for and against all reasonable out-of-pocket expenses, including legal fees
      and
      Stamp Tax, incurred by such other party by reason of the enforcement and
      protection of its rights under this Agreement or any Credit Support
      Document

    
      
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    to
      which
      the Defaulting Party is a party or by reason of the early termination of any
      Transaction, including, but not limited to, costs of collection.

     

    12. Notices

     

    (a) Effectiveness.
      Any
      notice or other communication in respect of this Agreement may be given in
      any
      manner set forth below (except that a notice or other communication under
      Section 5 or 6 may not be given by facsimile transmission or electronic
      messaging system) to the address or number or in accordance with the electronic
      messaging system details provided (see the Schedule) and will be deemed
      effective as indicated:—

     

    (i) if
      in
      writing and delivered in person or by courier, on the date it is
      delivered;

     

    (ii) if
      sent
      by telex, on the date the recipient's answerback is received;

     

    (iii) if
      sent
      by facsimile transmission, on the date that transmission is received by a
      responsible employee of the recipient in legible form (it being agreed that
      the
      burden of proving receipt will be on the sender and will not be met by a
      transmission report generated by the sender's facsimile machine);

     

    (iv) if
      sent
      by certified or registered mail (airmail, if overseas) or the equivalent (return
      receipt requested), on the date that mail is delivered or its delivery is
      attempted; or

     

    (v) if
      sent
      by electronic messaging system, on the date that electronic message is
      received,

     

    unless
      the date of that delivery (or attempted delivery) or that receipt as applicable,
      is not a Local Business Day or that communication is delivered (or attempted)
      or
      received, as applicable, after the close of business on a Local Business Day,
      in
      which case that communication shall be deemed given and effective on the first
      following day that is a Local Business Day.

     

    (b) Change
      of Addresses.
      Either
      party may by notice to the other change the address, telex or facsimile number
      or electronic messaging system details at which notices or other communications
      are to be given to all

     

    13. Governing
      Law and Jurisdiction

     

    (a) Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the law specified
      in the Schedule.

     

    (b) Jurisdiction.
      With
      respect to any suit, action or proceedings relating to this Agreement
      ("Proceedings"), each party irrevocably:—

     

    (i) submits
      to the jurisdiction of the English courts, if this Agreement is expressed to
      be
      governed by English law, or to the non-exclusive jurisdiction of the courts
      of
      the State of New York and the United States District Court located in the
      Borough of Manhattan in New York City, if this Agreement is expressed to be
      governed by the laws of the State of New York; and

     

    (ii) waives
      any objection which it may have at any time to the laying of venue of any
      Proceedings brought in any such court, waives any claim that such Proceedings
      have been brought in an inconvenient forum and further waives the right to
      object, with respect to such Proceedings, that such court does not have any
      jurisdiction over such party.

     

    Nothing
      in this Agreement precludes either party from bringing Proceedings in any other
      jurisdiction (outside, if this Agreement is expressed to be governed by English
      law, the Contracting States, as defined in Section 1(3) of the Civil
      Jurisdiction and Judgments Act 1982 or any modification, extension or
      re-enactment thereof for the time being in force) nor will the bringing of
      Proceedings in any one or more jurisdictions preclude the bringing of
      Proceedings in any other jurisdiction.

     

    (c) Service
      of Process.
      Each
      party irrevocably appoints the Process Agent (if any) specified opposite its
      name in the Schedule to receive, for it and on its behalf, service of process
      in
      any Proceedings. If for any

     


    
      
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    reason
      any party's Process Agent is unable to act as such, such party will promptly
      notify the other party and within 30 days appoint a substitute process agent
      acceptable to the other party. The parties irrevocably consent to service of
      process given in the manner provided for notices in Section 12. Nothing in
      this
      Agreement will affect the right of either party to serve process in any other
      manner permitted by law.

     

    (d) Waiver
      of Immunities.
      Each
      party irrevocably waives, to the fullest extent permitted by applicable law,
      with respect to itself and its revenues and assets (irrespective of their use
      or
      intended use), all immunity on the grounds of sovereignty or other similar
      grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
      of
      injunction, order for specific performance or for recovery of property, (iv)
      attachment of its assets (whether before or after judgment) and (v) execution
      or
      enforcement of any judgment to which it or its revenues or assets might
      otherwise be entitled in any Proceedings in the courts of any jurisdiction
      and
      irrevocably agrees, to the extent permitted by applicable law, that it will
      not
      claim any such immunity in any Proceedings.

     

    14. Definitions

     

    As
      used
      in this Agreement: —

     

    "Additional
      Termination Event"
      has the
      meaning specified in Section 5(b).

     

    "Affected
      Party"
      has the
      meaning specified in Section 5(b).

     

    "Affected
      Transactions"
      means
      (a) with respect to any Termination Event consisting of an Illegality, Tax
      Event
      or Tax Event Upon Merger, all Transactions affected by the occurrence of such
      Termination Event and (b) with respect to any other Termination Event, all
      Transactions.

     

    "Affiliate"
      means,
      subject to the Schedule, in relation to any person, any entity controlled,
      directly or indirectly, by the person, any entity that controls, directly or
      indirectly, the person or any entity directly or indirectly under common control
      with the person. For this purpose, "control" of any entity or person means
      ownership of a majority of the voting power of the entity or
      person.

     

    "Applicable
      Rate"
      means:
—

     

    (a) in
      respect of obligations payable or deliverable (or which would have been but
      for
      Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

     

    (b) in
      respect of an obligation to pay an amount under Section 6(e) of either party
      from and after the date (determined in accordance with Section 6(d)(ii)) on
      which that amount is payable, the Default Rate;

     

    (c) in
      respect of all other obligations payable or deliverable (or which would have
      been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
      Rate;
      and

     

    (d) 
      in all
      other cases, the Termination Rate.

     

    "Burdened
      Party"
      has the
      meaning specified in Section 5(b).

     

    "Change
      in Tax Law"
      means
      the enactment, promulgation, execution or ratification of, or any change in
      or
      amendment to, any law (or in the application or official interpretation of
      any
      law) that occurs on or after the date on which the relevant Transaction is
      entered into.

     

    "consent"
      includes a consent, approval, action, authorisation, exemption, notice, filing,
      registration or exchange control consent.

     

    "Credit
      Event Upon Merger"
      has the
      meaning specified in Section 5(b).

     

    "Credit
      Support Document"
      means
      any agreement or instrument that is specified as such in this
      Agreement.

     

    "Credit
      Support Provider"
      has the
      meaning specified in the Schedule.

     

    "Default
      Rate"
      means a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the relevant payee (as certified by it) if it were to fund or of funding
      the
      relevant amount plus 1% per annum.

     


    
      
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    "Defaulting
      Party"
      has the
      meaning specified in Section 6(a).

     

    "Early
      Termination Date"
      means
      the date determined in accordance with Section 6(a) or 6(b)(iv).

     

    "Event
      of Default"
      has the
      meaning specified in Section 5(a) and, if applicable, in the
      Schedule.

     

    "Illegality"
      has the
      meaning specified in Section 5(b).

     

    "Indemnifiable
      Tax"
      means
      any Tax other than a Tax that would not be imposed in respect of a payment
      under
      this Agreement but for a present or former connection between the jurisdiction
      of the government or taxation authority imposing such Tax and the recipient
      of
      such payment or a person related to such recipient (including, without
      limitation, a connection arising from such recipient or related person being
      or
      having been a citizen or resident of such jurisdiction, or being or having
      been
      organised, present or engaged in a trade or business in such jurisdiction,
      or
      having or having had a permanent establishment or fixed place of business in
      such jurisdiction, but excluding a connection arising solely from such recipient
      or related person having executed, delivered, performed its obligations or
      received a payment under, or enforced, this Agreement or a Credit Support
      Document).

     

    "law"
      includes any treaty, law, rule or regulation (as modified, in the case of tax
      matters, by the practice of any relevant governmental revenue authority) and
      "lawful" and "unlawful" will be construed accordingly.

     

    "Local
      Business Day"
      means,
      subject to the Schedule, a day on which commercial banks are open for business
      (including dealings in foreign exchange and foreign currency deposits) (a)
      in
      relation to any obligation under Section 2(a)(i), in the place(s) specified
      in
      the relevant Confirmation or, if not so specified, as otherwise agreed by the
      parties in writing or determined pursuant to provisions contained, or
      incorporated by reference, in this Agreement, (b) in relation to any other
      payment, in the place where the relevant account is located and, if different.
      in the principal financial centre, if any, of the currency of such payment,
      (c)
      in relation to any notice or other communication, including notice contemplated
      under Section 5(a)(i), in the city specified in the address for notice provided
      by the recipient and, in the case of a notice contemplated by Section 2(b),
      in
      the place where the relevant new account is to be located and (d) in relation
      to
      Section 5(a)(v)(2), in the relevant locations for performance with respect
      to
      such Specified Transaction.

     

    "Loss"
      means,
      with respect to this Agreement or one or more Terminated Transactions, as the
      case may be, and a party, the Termination Currency Equivalent of an amount
      that
      party reasonably determines in good faith to be its total losses and costs
      (or
      gain, in which case expressed as a negative number) in connection with this
      Agreement or that Terminated Transaction or group of Terminated Transactions,
      as
      the case may be, including any loss of bargain, cost of funding or, at the
      election of such party but without duplication, loss or cost incurred as a
      result of its terminating, liquidating, obtaining or reestablishing any hedge
      or
      related trading position (or any gain resulting from any of them). Loss includes
      losses and costs (or gains) in respect of any payment or delivery required
      to
      have been made (assuming satisfaction of each applicable condition precedent)
      on
      or before the relevant Early Termination Date and not made, except, so as to
      avoid duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
      Loss
      does not include a party's legal fees and out-of-pocket expenses referred to
      under Section 11. A party will determine its Loss as of the relevant Early
      Termination Date, or, if that is not reasonably practicable, as of the earliest
      date thereafter as is reasonably practicable. A party may (but need not)
      determine its Loss by reference to quotations of relevant rates or prices from
      one or more leading dealers in the relevant markets.

     

    "Market
      Quotation"
      means,
      with respect to one or more Terminated Transactions and a party making the
      determination, an amount determined on the basis of quotations from Reference
      Market-makers. Each quotation will be for an amount, if any, that would be
      paid
      to such party (expressed as a negative number) or by such party (expressed
      as a
      positive number) in consideration of an agreement between such party (taking
      into account any existing Credit Support Document with respect to the
      obligations of such party) and the quoting Reference Market-maker to enter
      into
      a transaction (the "Replacement Transaction") that would have the effect of
      preserving for such 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

     


    
      
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    been
      required after that date. For this purpose, Unpaid Amounts in respect of the
      Terminated Transaction or group of Terminated Transactions are to be excluded
      but, without limitation, any payment or delivery that would, but for the
      relevant Early Termination Date, have been required (assuming satisfaction
      of
      each applicable condition precedent) after that Early Termination Date is to
      be
      included. The Replacement Transaction would be subject to such documentation
      as
      such party and the Reference Market-maker may, in good faith, agree. The party
      making the determination (or its agent) will request each Reference Market-maker
      to provide its quotation 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 relevant Early Termination Date. The day and time as
      of
      which those quotations are to be obtained 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 more than three quotations
      are
      provided, the Market Quotation will be the arithmetic mean of the quotations,
      without regard to the quotations having the highest and lowest values, If
      exactly three such quotations are provided, the Market Quotation will be the
      quotation remaining after disregarding the highest and lowest quotations. For
      this purpose, if more than one quotation has the same highest value or lowest
      value, then one of such quotations shall be disregarded. If fewer than three
      quotations are provided, it will be deemed that the Market Quotation in respect
      of such Terminated Transaction or group of Terminated Transactions cannot be
      determined.

     

    "Non-default
      Rate"
      means a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the Non-defaulting Party (as certified by it) if it were to fund the relevant
      amount.

     

    "Non-defaulting
      Party"
      has the
      meaning specified in Section 6(a).

     

    "Office"
      means a
      branch or office of a party, which may be such party's head or home
      office.

     

    "Potential
      Event of Default"
      means
      any event which, with the giving of notice or the lapse of time or both, would
      constitute an Event of Default.

     

    "Reference
      Market-makers"
      means
      four leading dealers in the relevant market selected by the party determining
      a
      Market Quotation in good faith (a) from among dealers of the highest credit
      standing which satisfy all the criteria that such party applies generally at
      the
      time in deciding whether to offer or to make an extension of credit and (b)
      to
      the extent practicable, from among such dealers having an office in the same
      city.

     

    "Relevant
      Jurisdiction"
      means,
      with respect to a party, the jurisdictions (a) in which the party is
      incorporated, organised, managed and controlled or considered to have its seat,
      (b) where an Office through which the party is acting for purposes of this
      Agreement is located, (c) in which the party executes this Agreement and (d)
      in
      relation to any payment, from or through which such payment is
      made.

     

    "Scheduled
      Payment Date"
      means a
      date on which a payment or delivery is to be made under Section 2(a)(i) with
      respect to a Transaction.

     

    "Set-off" means
      set-off, offset, combination of accounts, right of retention or withholding
      or
      similar right or requirement to which the payer of an amount under Section
      6 is
      entitled or subject (whether arising under this Agreement, another contract,
      applicable law or otherwise) that is exercised by, or imposed on, such
      payer.

     

    "Settlement
      Amount"
      means,
      with respect to a party and any Early Termination Date, the sum
      of.-

     

    (a) the
      Termination Currency Equivalent of the Market Quotations (whether positive
      or
      negative) for each Terminated Transaction or group of Terminated Transactions
      for which a Market Quotation is determined; and

     

    (b) such
      party's Loss (whether positive or negative and without reference to any Unpaid
      Amounts) for each Terminated Transaction or group of Terminated Transactions
      for
      which a Market Quotation cannot be determined or would not (in the reasonable
      belief of the party making the determination) produce a commercially reasonable
      result.

     

    "Specified
      Entity"
      has the
      meaning specified in the Schedule.

     

    "Specified
      Indebtedness"
      means,
      subject to the Schedule, any obligation (whether present or future, contingent
      or otherwise, as principal or surety or otherwise) in respect of borrowed
      money.

     

    "Specified
      Transaction"
      means,
      subject to the Schedule, (a) any transaction (including an agreement with
      respect thereto) now existing or hereafter entered into between one party to
      this Agreement (or any Credit Support Provider of such party or any applicable
      Specified Entity of such party) and the other party to this Agreement (or any
      Credit Support Provider of such other party or any applicable Specified Entity
      of such other party) which is a rate swap transaction, basis swap, forward
      rate
      transaction, commodity swap, commodity option, equity or equity index swap,
      equity or equity index option, bond option, interest rate option, foreign
      exchange transaction, cap transaction, floor transaction, collar transaction,
      currency swap transaction, cross-currency rate swap transaction, currency option
      or any other similar transaction (including any option with respect to any
      of
      these transactions), (b) any combination of these transactions and (c) any
      other
      transaction identified as a Specified Transaction in this Agreement or the
      relevant confirmation.

    
      
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    "Stamp
      Tax"
      means
      any stamp, registration, documentation or similar tax.

     

    "Tax"
      means
      any present or future tax, levy, impost, duty, charge, assessment or fee of
      any
      nature (including interest, penalties and additions thereto) that is imposed
      by
      any government or other taxing authority in respect of any payment under this
      Agreement other than a stamp, registration, documentation or similar
      tax.

     

    "Tax
      Event"
      has the
      meaning specified in Section 5(b).

     

    "Tax
      Event Upon Merger"
      has the
      meaning specified in Section 5(b).

     

    "Terminated
      Transactions"
      means
      with respect to any Early Termination Date (a) if resulting from a Termination
      Event, all Affected Transactions and (b) if resulting from an Event of Default,
      all Transactions (in either case) in effect immediately before the effectiveness
      of the notice designating that Early Termination Date (or, if “Automatic Early
      Termination” applies, immediately before that Early Termination
      Date).

     

    "Termination
      Currency"
      has the
      meaning specified in the Schedule.

     

    "Termination
      Currency Equivalent"
      means,
      in respect of any amount denominated in the Termination Currency, such
      Termination Currency amount and, in respect of any amount denominated in a
      currency other than the Termination Currency (the “Other Currency”), the amount
      in the Termination Currency determined by the party making the relevant
      determination as being required to purchase such amount of such Other Currency
      as at the relevant Early Termination Date, or, if the relevant Market Quotation
      or Loss (as the case may be), is determined as of a later date, that later
      date,
      with the Termination Currency at the rate equal to the spot exchange rate of
      the
      foreign exchange agent (selected as provided below) for the purchase of such
      Other Currency with the Termination Currency at or about 11:00 a.m. (in the
      city
      in which such foreign exchange agent is located) on such date as would be
      customary for the determination of such a rate for the purchase of such Other
      Currency for value on the relevant Early Termination Date or that later date.
      The foreign exchange agent will, if only one party is obliged to make a
      determination under Section 6(e), be selected in good faith by that party and
      otherwise will be agreed by the parties

     

    "Termination
      Event"
      means
      an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
      applicable, a Credit Event Upon Merger or an Additional Termination
      Event.

     

    "Termination
      Rate"
      means a
      rate per annum equal to the arithmetic mean of the cost (without proof or
      evidence of any actual cost) to each party (as certified by such party) if
      it
      were to fund or of funding such amounts.

     

    "Unpaid
      Amounts"
      owing to
      any party means, with respect to an Early Termination Date, the aggregate of
      (a)
      in respect of all Terminated Transactions, the amounts that became payable
      (or
      that would have become payable but for Section 2(a)(iii)) to such party under
      Section 2(a)(i) on or prior to such Early Termination Date and which remain
      unpaid as at such Early Termination Date and (b) in respect of each Terminated
      Transaction. for each obligation under Section 2(a)(i) which was (or would
      have
      been but for Section 2(a)(iii)) required to be settled by delivery to such
      party
      on or prior to such Early Termination Date and which has not been so settled
      as
      at such Early Termination Date, an amount equal to the fair market value
      of
      that which was (or would have been) required to be delivered as of the
      originally scheduled date for delivery, in each case together with (to the
      extent permitted under applicable law) interest, in the currency of such
      amounts, from (and including) the date such amounts or obligations were or
      would
      have been required to have been paid or performed to (but excluding) such Early
      Termination Date, at the Applicable Rate. Such amounts of interest will be
      calculated on the basis of daily compounding and the actual number of days
      elapsed. The fair market value of any obligation referred to in clause (b)
      above
      shall be reasonably determined by the party obliged to make the determination
      under Section 6(e) or, if each party is so obliged, it shall be the average
      of
      the Termination Currency Equivalents of the fair market values reasonably
      determined by both parties.

     


    
      
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    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with effect from the date specified on the first page of this
      document.

     

    
      	
               

               

              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

              (Name
                of Party)

               

               

               

               

               

               

               

               

               

               

              By:
                \s\: Leticia
                Chevere            

              Name:
                LeticiaChevere 

              Title:
                Authorized Signatory 

              Date:
                March 8, 2007

            	
               

               

              HSBC
                Bank USA, National Association, 

              not
                in its individual capacity, but solely as 

              Trustee
                on behalf of the ACE Securities 

              Corp.
                Home Equity Loan Trust, Series 

              2007-HE2
                Asset Backed Pass-Through

              Certificates
                

              (Name
                of Party)

               

               

               

               

               

               

              By:
                \s\: Fernando
                Acebedo            

              Name:
                Fernando Acebedo

              Title:
                Vice President

              Date:
                March 8, 2007

            


    

    


    
      
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    ANNEX
      A

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of March 8, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A”
      or
“Pledgor”)

    and

    HSBC
      Bank
      USA, National Association, not in its individual capacity, but solely as Trustee
      on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2
      Asset Backed Pass-Through Certificates (hereinafter referred to as “Party
      B”
      or
“Secured
      Party”),
      by
      HSBC Bank USA, National Association , not in its individual capacity, but solely
      as Trustee

    


    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 March 8, 2007, between Party
      A
      and Party B, Reference Numbers FXNCC9271 and FXNCC9272.

    


     

    Paragraph
      13. Elections and Variables.

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	 	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	 	
              (A)

            	
              “Delivery
                Amount”
                has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” and inserting in lieu thereof the words “not later than
                the close of business on each Valuation Date” and (II) by deleting in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Value as of that Valuation Date of all Posted
                Credit Support held by the Secured Party.” and inserting in lieu thereof
                the following:

            


    

     

    The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest of
      

     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P 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,


            


    

     

    
      
        
        

      

      
        Page
          2 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                Valuation Date of all Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                such Valuation Date of all Posted Credit Support held by the Secured
                Party.

            


    

     

    
      	 	
              (B)

            	
              “Return
                Amount”
                has the meaning specified in Paragraph 3(b) as amended by deleting
                in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                thereof the following:

            


    

     

    The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of


     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P 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,


            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s Second Trigger Credit Support Amount for such Valuation
                Date.

            


    

     

    
      	 	
              (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 First Trigger Credit Support Amount, or
                the Moody’s Second Trigger Credit Support Amount, in each case for such
                Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                above.

            


    

     

    
      	 	
              (ii)

            	
              Eligible
                Collateral.
                

            


    

     

    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 described in (D) and (E) of
      column one of the Collateral Schedule to be denominated in USD).

     

    
      	 	
              (iii)

            	
              Other
                Eligible Support. 

            


    

     

    The
      following items will qualify as “Other
      Eligible Support”
      for the
      party specified: 

     

    Not
      applicable.

    
       

      
        
          
          

        

        
          Page
            3 of
            13

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	 	
              (iv)

            	
              Threshold.

            


    

     

    
      	 	
              (A)

            	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


    

     

    
      	 	
              (B)

            	
              “Threshold”
                means, with respect to Party A and any Valuation Date, zero if (i)
                a
                Collateral Event has occurred and has been continuing (x) for at
                least 30
                days or (y) since this Annex was executed or (ii) a Required Ratings
                Downgrade Event has occurred and is continuing; otherwise,
                infinity.

            


    

     

      “Threshold”
      means,
      with respect to Party B and any Valuation Date, infinity.

     

    
      	 	
              (C)

            	
              “Minimum
                Transfer Amount” means
                USD 100,000 with respect to Party A and Party B; provided, however,
                that
                if the aggregate Certificate Principal Balance of the Certificates
                and the
                aggregate principal balance of the 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 Credit Support Amount,
                the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                Trigger Credit Support Amount is greater than
                zero.

            


    

     

    
      	 	
              (iii)

            	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


    

     

    
      	 	
              (iv)

            	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


    

     

    
      	 	
              (v)

            	
              External
                Calculations.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
                its own expense) obtain external calculations of Party B’s Exposure from
                at least two Reference Market-makers on the last Local Business Day
                of
                each calendar month. Any determination of the S&P Credit Support
                Amount shall be based on the greatest of Party B’s Exposure determined by
                the Valuation Agent and such Reference Market-makers. Such external
                calculation may not be obtained from the same Reference Market-maker
                more
                than four times in any 12-month
                period.

            


    

     

    
      	 	
              (vi)

            	
              Notice
                to S&P.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of Party
                B’s
                Exposure and the S&P Value of any Eligible Credit Support or Posted
                Credit Support for that Valuation Date. The Valuation Agent shall
                also
                provide to S&P any external marks of Party B’s
                Exposure.

            


    

    
       

      
        
          
          

        

        
          Page
            4 of
            13

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	
              (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, Moody’s First Trigger
                Value, and Moody’s Second Trigger Value, on any date, of Eligible
                Collateral other than Cash will be calculated as follows:
                

            


    

     

    For
      Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
      the
      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.

     

    
      	 	
              (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.

            


    

     

    
      	 	
              (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
                a short-term unsecured and unsubordinated debt rating from S&P of at
                least “A-1”.

            


    

    
       

      
        
          
          

        

        
          Page
            5 of
            13

          
            

          

        

        
          
          

        

      

       

      
      

    

    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, and Party
                B
                shall not have any right to use Posted Collateral or take any action
                specified in such Paragraph 6(c); provided however that if Posted
                Collateral in book-entry form is delivered, Party B or its Custodian
                shall
                have the rights specified in 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.
                Clause (d)(i) of Paragraph 6 shall be amended and restated to read
                in its
                entirety as follows:

            


    

     

    “(i)
      Distributions. Subject to Paragraph 4(a), if Party B jreceives Distributions
      on
      a Local Business Day, it will Transafer 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 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:

            


    

    
       

      
        
          
          

        

        
          Page
            6 of
            13

          
            

          

        

        
          
          

        

      

       

      
      

    

    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, NA

    ABA
      #121000248

    Account
      Name: SAS Clearing Account #3970771416

    FFC:
      50985804, ACE 07-HE2 Group I/II Interest Rate Cap Collateral
      Account

    


     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	 	
              (i)

            	
              Collateral
                Account.
                Party B shall open and maintain a segregated account, which shall
                be an
                Eligible 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 First Trigger Value,
                Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                Paragraph 5 (flush language) is hereby amended by deleting the word
                “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                language) is hereby amended by deleting the word “Value” and inserting in
                lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                word “the Value, if” and inserting in lieu thereof “any one or more of the
                S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                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 First Trigger Value, or Moody’s
                Second Trigger Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
                the word “Value” and inserting in lieu thereof “least of the S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                

            


    

    
       

      
        
          
          

        

        
          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 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:

            


    

     

    “Collateral
      Event” means
      that no Relevant Entity has credit ratings at least equal to the Approved
      Ratings Threshold.

     

    “DV01”
      means,
      with respect to a Transaction and any date of determination, the estimated
      change in the Secured Party’s Transaction Exposure with respect to such
      Transaction that would result from a one basis point change in the relevant
      swap
      curve on such date, as determined by the Valuation Agent in good faith and
      in a
      commercially reasonable manner. The Valuation Agent shall, upon request of
      Party
      B, provide to Party B a statement showing in reasonable detail such
      calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
      Schedule is deleted)” shall be inserted. 

     

    “Local
      Business Day”
means,
      for purposes of this Annex: any day on which (A) commercial banks are open
      for
      business (including dealings in foreign exchange and foreign currency deposits)
      in New York and the location of Party A, Party B and any Custodian, and (B)
      in
      relation to a Transfer of Eligible Collateral, any day on which the clearance
      system agreed between the parties for the delivery of Eligible Collateral is
      open for acceptance and execution of settlement instructions (or in the case
      of
      a Transfer of Cash or other Eligible Collateral for which delivery is
      contemplated by other means a day on which commercial banks are open for
      business (including dealings in foreign exchange and foreign deposits) in New
      York and the location of Party A, Party B and any Custodian. 

     

    “Moody’s
      First Trigger Credit Support Amount” means,
      for any Valuation Date, the excess, if any, of

    
       

      
        
          
          

        

        
          Page
            8 of
            13

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                occurred and has been continuing (x) for at least 30 Local Business
                Days
                or (y) since this Annex was executed and (II) it is not the case
                that a
                Moody’s Second Trigger Ratings Event has occurred and been continuing for
                at least 30 Local Business Days, an amount equal to the greater of
                (a)
                zero and (b) the sum of (i) the Secured Party’s Exposure for such
                Valuation Date and (ii) the sum, for each Transaction to which this
                Annex
                relates, of the 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)
                Moody’s First Trigger Notional Amount Multiplier, , and (ii) the Notional
                Amount for such Transaction for the Calculation Period for such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date, or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    
      	
            	(II)	
              the
                Threshold for Party A such Valuation
                Date.

            


    

     

    “Moody’s
      First Trigger DV01 Multiplier”
      means
      15.

     

    “Moody’s
      First Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Moody’s
      First Trigger Notional Amount Multiplier”
      means
      2%.

     

    “Moody’s
      Second Trigger Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which it is the case that a Moody’s Second Trigger
                Ratings Event has occurred and been continuing for at least 30 Local
                Business Days, an amount equal to the greatest of (a) zero, (b) the
                aggregate amount of the next payment due to be paid by Party A under
                each
                Transaction to which this Annex relates, and (c) the sum of (x) the
                Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                Transaction to which this Annex relates,
                of:

            


    

     

    
      	 	
              (1)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the 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, and (2) the Notional
                Amount for such Transaction for the Calculation Period for such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date;
                or

            


    

     

    
      	 	
              (2)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the 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 (1) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, and (2) the Notional Amount for such
                Transaction for the Calculation Period for such Transaction (each
                as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

    
       

      
        
          
          

        

        
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              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    
      	
            	(II)	
              the
                Threshold for Party A for such Valuation
                Date.

            


    

     

    “Moody’s
      Second Trigger DV01 Multiplier”
      means
      50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier”
      means
      8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01
      Multiplier”
      means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier”
      means
      10%.

     

    “Moody’s
      Second Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Remaining
      Weighted Average Maturity” means,
      with respect to a Transaction, the expected weighted average maturity for such
      Transaction as determined by the Valuation Agent. 

     

    “S&P
      Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)
                

            	
              for
                any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                Event has occurred and been continuing for at least 30 days or (ii)
                a
                S&P Required Ratings Downgrade Event has occurred and is continuing,
                an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
                for such Valuation Date and (2) the sum, for each Transaction to
                which
                this Annex relates, of the product of (i) the Volatility Buffer for
                such
                Transaction, and (ii) the Notional Amount of such Transaction for
                the
                Calculation Period of such Transaction (each as defined in the related
                Confirmation) which includes such Valuation Date,
                or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    
      	
            	(II)	
              the
                Threshold for Party A for such Valuation
                Date.

            


    

     

    “S&P
      Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      product of (A) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
      set forth in paragraph 13(b)(ii).

     

    “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.

    
       

      
        
          
          

        

        
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    “Valuation
      Percentage”
      shall
      mean, for purposes of determining the S&P Value, Moody’s First Trigger
      Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
      or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
      Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
      such Eligible Collateral or Posted Collateral, respectively, in each case as
      set
      forth in Paragraph 13(b)(ii).

     

    “Value”
      shall
      mean, in respect of any date, the related S&P Value, the related Moody’s
      First Trigger Value, and the related Moody’s Second Trigger Value.

     

    “Volatility
      Buffer”
      means,
      for any Transaction, the related percentage set forth in the following table.
      

     

    
      	
              The
                higher of the S&P 

              credit
                rating of (i) Party 

              A
                and (ii) the Credit 

              Support
                Provider of 

              Party A,
                if applicable

            	
              Remaining
                

              Weighted
                

              Average
                

              Maturity
                

              up
                to 3 years

            	
              Remaining
                

              Weighted
                

              Average
                

              Maturity

              up
                to 5 years

            	
              Remaining
                

              Weighted
                

              Average
                

              Maturity

              up
                to 10 years

            	
              Remaining
                

              Weighted
                

              Average
                

              Maturity

              up
                to 30 years

            
	
              “A-2”
                or higher

            	
              2.75%

            	
              3.25%

            	
              4.00%

            	
              4.75%

            
	
              “A-3”

            	
              3.25%

            	
              4.00%

            	
              5.00%

            	
              6.25%

            
	
              “BB+”
                or
                lower

            	
              3.50%

            	
              4.50%

            	
              6.75%

            	
              7.50%

            


    

    


     

    


     

    


     

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    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 in its individual capacity, but
                solely
                as Trustee on behalf of the ACE Securities Corp. Home Equity Loan
                Trust,
                Series 2007-HE2 Asset Backed Pass-Through
                Certificates

               

            
	
              By: \s\:
                Leticia
                Chevere________________

              Name
                Leticia Chevere

              Title:
                Authorized Signatory

              Date:
                March 8, 2007

            	 	
              By: \s\:
                Fernando
                Acebedo                                       
                

              Name:
                Fernando Acebedo

              Title:
                Vice President

              Date:
                March 8, 2007

            


    

    
       

      
        
          
          

        

        
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    SCHEDULE
      A

     

    ELIGIBLE
      COLLATERAL


     

    
      	
               

              ISDA
                Collateral Asset Definition
                (ICAD) Code 

            	 	
              Remaining
                Maturity in Years

            	 	
              S&P
                

              Valuation
                

              Percentage

            	 	
              Moody’s

              First
                Trigger Valuation
                Percentage

            	 	
              Moody’s

              Second
                Trigger

              Valuation

              Percentage

            
	
              (A)
                US-CASH

            	 	
              N/A

            	 	
              100%

            	 	
              100%

            	 	
              100%

            
	 	 	 	 	 	 	 	 	 
	
              (B)
                EU-CASH

            	 	
              N/A

            	 	
              92.5%

            	 	
              98%

            	 	
              94%

            
	 	 	 	 	 	 	 	 	 
	
              (C)
                GB-CASH

            	 	
              N/A

            	 	
              94.1%

            	 	
              98%

            	 	
              95%

            
	 	 	 	 	 	 	 	 	 
	
              (D)
                US-TBILL

                   
                US-TNOTE

                   
                US-TBOND

            	 	 	 	 	 	 	 	 
	 	 	
              1
                or less

            	 	
              98.9%

            	 	
              100%

            	 	
              100%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 1 but not more than 2

            	 	
              98.0%

            	 	
              100%

            	 	
              99%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 2 but not more than 3

            	 	
              97.4%

            	 	
              100%

            	 	
              98%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 3 but not more than 5

            	 	
              95.5%

            	 	
              100%

            	 	
              97%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 5 but not more than 7

            	 	
              93.7%

            	 	
              100%

            	 	
              96%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 7 but not more than 10

            	 	
              92.5%

            	 	
              100%

            	 	
              94%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 10 but not more than 20

            	 	
              91.1%

            	 	
              100%

            	 	
              90%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 20

            	 	
              88.6%

            	 	
              100%

            	 	
              88%

            
	 	 	 	 	 	 	 	 	 
	
              (E)
                US-GNMA

                   
                US-FNMA

                   
                US-FHLMC

            	 	 	 	 	 	 	 	 
	 	 	
              1
                or less

            	 	
              98.5%

            	 	
              100%

            	 	
              99%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 1 but not more than 2

            	 	
              97.7%

            	 	
              100%

            	 	
              99%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 2 but not more than 3

            	 	
              97.3%

            	 	
              100%

            	 	
              98%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 3 but not more than 5

            	 	
              94.5%

            	 	
              100%

            	 	
              96%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 5 but not more than 7

            	 	
              93.1%

            	 	
              100%

            	 	
              93%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 7 but not more than 10

            	 	
              90.7%

            	 	
              100%

            	 	
              93%

            
	 	 	 	 	 	 	 	 	 


    

    
       

      
        
          
          

        

        
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              More
                than 10 but not more than 20

            	 	
              87.7%

            	 	
              100%

            	 	
              89%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 20

            	 	
              84.4%

            	 	
              100%

            	 	
              87%

            
	 	 	 	 	 	 	 	 	 
	
              (F)  
                Fixed-Rate GA-EUROZONE-GOV

            	 	 	 	
              Rated
                AAA or 

              better
                by S&P

            	 	
              Rated
                Aa3 or 

              better
                by 

              Moody's

            	 	
              Rated
                Aa3 or 

              better
                by 

              Moody's

            
	 	 	
              1
                or less

            	 	
              98.8%

            	 	
              98%

            	 	
              94%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 1 but not more than 2

            	 	
              97.9%

            	 	
              98%

            	 	
              93%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 2 but not more than 3

            	 	
              97.1%

            	 	
              98%

            	 	
              92%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 3 but not more than 5

            	 	
              91.2%

            	 	
              98%

            	 	
              90%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 5 but not more than 7

            	 	
              87.5%

            	 	
              98%

            	 	
              89%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 7 but not more than 10

            	 	
              83.8%

            	 	
              98%

            	 	
              88%

            
	 	 	 	 	 	 	 	 	 
	 	 	
              More
                than 10 but not more than 20

            	 	
              75.5%

            	 	
              98%

            	 	
              84%

            


    

    


     

    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.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE

    to
      the

    ISDA®

    International
      Swaps and Derivatives Association, Inc.

    MASTER
      AGREEMENT

    dated
      as
      of March 8, 2007

    


    


    


    between
      BEAR
      STEARNS FINANCIAL PRODUCTS INC.,
      a
      corporation organized under the laws of Delaware ("Party A"), and HSBC
      Bank USA, National Association, not in its individual capacity, but solely
      as
      Trustee on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
      2007-HE2 Asset Pass-Through Certificates.
      ("Party
      B"). 

    


    


    Pooling
      and Servicing Agreement, dated as of February 1, 2007, among ACE Securities
      Corp., as Depositor, Ocwen Loan Servicing, LLC, as Servicer, Countrywide Home
      Loans Servicing LP, as Servicer, Wells Fargo Bank, National Association, as
      Master Servicer and Securities Administrator, and HSBC Bank USA, National
      Association, as Trustee (the “Pooling and Servicing 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 of the Credit Support Annex,
                any
                failure by Party A to comply with or perform any obligation to be
                complied
                with or performed by Party A under the Credit Support Annex shall
                not
                constitute an Event of Default under Section 5(a)(i) unless (A) a
                Required
                Ratings Downgrade Event has occurred and been continuing for 30 or
                more
                Local Business Days and (B) such failure is not remedied on or before
                the
                third Local Business Day after notice of such failure is given to
                Party
                A.

            


    

    


    
      	 	
              (ii)

            	
              The
                “Breach
                of Agreement”
                provisions of Section 5(a)(ii) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	 	
              (iii)

            	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will apply to Party A and will not
                apply
                to Party B except that Section 5(a)(iii)(1) will apply to Party B
                solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex; provided, however, that notwithstanding anything to
                the
                contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                with or
                perform any obligation to be complied with or performed by Party
                A under
                the Credit Support Annex shall not constitute an Event of Default
                under
                Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (iv)

            	
              The
                “Misrepresentation”
                provisions of Section 5(a)(iv) will apply to Party A and will not
                apply to
                Party B. 

            


    

    


    
      	 	
              (v)

            	
              The
                “Default
                under Specified Transaction”
                provisions of Section 5(a)(v) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	 	
              (vi)

            	
              The
                “Cross
                Default”
                provisions of Section 5(a)(vi) will apply to Party A and will not
                apply to
                Party B. For purposes of Section 5(a)(vi), solely with respect to
                Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means USD 100,000,000.

    


    
      	 	
              (vii)

            	
              The
                “Bankruptcy”
                provisions of Section 5(a)(vii) will apply to Party A and will apply
                to
                Party B except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), (6) as amended, or
                (7)”.

            


    

    


    
      	 	
              (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)

            	
              The
                Second Method will apply.

            


    

    


    
      	 	
              (ii)

            	
              Market
                Quotation will apply, provided, however, that, if Party A is the
                Defaulting Party or the sole Affected Party, 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.


            


    

    


    
      	 	
              (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-off against any amount payable by
      Party B under the immediately preceding clause (I).”

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
      	
              (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: 

    


    
      	 	
              (1)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement; 

            


    

    


    
      	 	
              (2)

            	
              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 

            


    

    


    
      	 	
              (3)

            	
              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.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



    

    
      	
              (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
                (i) such
                Taxes 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)
                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)On
                or before the first payment date under this Agreement, including
                any
                Credit Support Document, (ii) in the case of a tax certification
                form
                other than a Form W-9, before December 31 of each third succeeding
                calendar year, (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 receipt of actual knowledge by the Securities
                Administrator information on any such previously delivered form becoming
                inaccurate or incorrect.

            


    

    


    
      	(b)	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

     

    
      	
              Party
                required to deliver document

            	 	
              Form/Document/

              Certificate

            	 	
              Date
                by which to

              be
                delivered

            	 	
              Covered
                by Section 3(d) Representation

            
	
              Party
                A and

              Party
                B

            	 	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, this Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, this Confirmation and any Credit Support Document,
                as
                the case may be

            	 	
              Upon
                the execution and delivery of this Agreement

            	 	
              Yes

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Party
                required to deliver document

            	 	
              Form/Document/

              Certificate

            	 	
              Date
                by which to

              be
                delivered

            	 	
              Covered
                by Section 3(d)
                Representation

            


    

    
      	
              Party
                A and

              Party
                B

            	 	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, this Confirmation, and any relevant Credit Support Document,
                as
                the case may be

            	 	
              Upon
                the execution and delivery of this Agreement

            	 	
              Yes

            
	 	 	 	 	 	 	 
	
              Party
                A

            	 	
              Annual
                Report of Party A 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 and

              Party
                B

            	 	
              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:

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	 
	 	 	
                Address:

              	
                One
                  Metrotech Center North, Brooklyn, New York 11201

              
	 	 	
                Attention:

              	
                Derivative
                  Operations 7th Floor

              
	 	 	
                Facsimile:

              	
                (212)
                  272-1634

              
	 	 	 	 
	 	 	
                (For
                  all purposes)

              	 
	 	 	 	 
	 	Address
                for notices or communications to Party B:
	 	 	 	 
	 	 	
                Address:
                  

              	
                HSBC
                  Bank USA

              
	 	 	 	
                452
                  Fifth Avenue

              
	 	 	 	
                New
                  York, New York 10018

              
	 	 	
                Attention:

              	
                CTLA
                  Structured Finance

              
	 	 	
                Facsimile:

              	
                212-525-1300

              
	 	 	
                Phone:

              	
                212-525-1309

              
	 	 	 	 
	 	wth
                a copy to:
	 	 	 	 
	 	 	
                Address:
                  

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 	 	
                9062
                  Old Annapolis Road

              
	 	 	 	
                Columbia,
                  Maryland 21045

              
	 	 	
                Attention:

              	
                Client
                  Manager ACE 207-HE2

              
	 	 	
                Facsimile:

              	
                410-
                  715-2380

              
	 	 	
                Phone:

              	
                410-884-2000

              
	 	 	 	 
	 	 	
                (For
                  all purposes)

              	 


      

    

    


    
      	(b)	
              Process
                Agent.
                For the purpose of Section 13(c):

            


    

    


    Party
      A
      appoints as its Process Agent: Not applicable.

    


    Party
      B
      appoints as its Process Agent: Not applicable.

    


    
      	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will apply to this Agreement; 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, without regard
                to
                the conflict of law provisions thereof other than New York General
                Obligations Law Sections 5-1401 and 5-1402.


            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.
                The parties agree that subparagraph (ii) of Section 2(c) will apply
                to
                each Transaction hereunder. 

            


    

    


    
      	
              (j)

            	
              Affiliate.
                Party A and Party B shall be deemed to have no Affiliates for purposes
                of
                this Agreement, including for purposes of Section
                6(b)(ii).

            


    

     

    Part
      5.  Others
      Provisions.

    


    
      	
              (a)

            	
              Definitions.
                Unless
                otherwise specified in a Confirmation, this Agreement and each Transaction
                under this Agreement are subject to the 2000 ISDA Definitions as
                published
                and copyrighted in 2000 by the International Swaps and Derivatives
                Association, Inc. (the “Definitions”),
                and will be governed in all relevant respects by the provisions set
                forth
                in the Definitions, without regard to any amendment to the Definitions
                subsequent to the date hereof. The provisions of the Definitions
                are
                hereby incorporated by reference in and shall be deemed a part of
                this
                Agreement, except that (i) references in the Definitions to a “Swap
                Transaction” shall be deemed references to a “Transaction” for purposes of
                this Agreement, and (ii) references to a “Transaction” in this Agreement
                shall be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    
      	(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 regarding the Transaction (whether written or oral), 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) the Transaction and has
                made its
                own decision to enter into the Transaction and (ii) it understands
                the
                terms, conditions and risks of the Transaction and is willing and
                able to
                accept those terms and conditions and to assume those risks, financially
                and otherwise. 

            


    

    


    
      	 	
              (3)

            	
              Purpose.
                It is entering into the Transaction for the purposes of managing
                its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of business.


            


    

    


    
      	 	
              (4)

            	
              Status
                of Parties. The other party is not acting as an agent, fiduciary
                or
                advisor for it in respect of the Transaction.


            


    

    


    
      	 	
              (5)

            	
              Eligible
                Contract Participant. It is an “eligible swap participant” as such term is
                defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                promulgated under, and an “eligible contract participant” as defined in
                Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	 	
              (v)

            	
              Transfer
                to Avoid Termination Event.
                Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and (ii) deleting the last paragraph thereof and inserting the following
                in lieu thereof:

            


    

    


    “Notwithstanding
      anything to the contrary in Section 7 (as amended herein) and Part 5(f), any
      transfer by Party A under this Section 6(b)(ii) shall not require the consent
      of
      Party B for such transfer if the following conditions are
      satisfied:

    


    
      	 	
              (1)

            	
              the
                transferee (the “Section 6 Transferee”) is an Eligible
                Replacement;

            


    

    


    
      	 	
              (2)

            	
              if
                the Section 6 Transferee is domiciled in a different country or political
                subdivision thereof from both Party A and Party B, such transfer
                satisfies
                the Rating Agency Condition;

            


    

    


    
      	 	
              (3)

            	
              the
                Section 6 Transferee will not, as a result of such transfer, be required
                on the next succeeding Scheduled Payment Date to withhold or deduct
                on
                account of any Tax (except in respect of default interest) amounts
                in
                excess of that which Party A would, on the next succeeding Scheduled
                Payment Date have been required to so withhold or deduct unless the
                Section 6 Transferee would be required to make additional payments
                pursuant to Section 2(d)(i)(4) corresponding to such excess;
                

            


    

    


    
      	 	
              (4)

            	
              a
                Termination Event or Event of Default does not occur as a result
                of such
                transfer; and

            


    

    


    
      	 	
              (5)

            	
              the
                Section 6 Transferee confirms in writing that it will accept all
                of the
                interests and obligations in and under this Agreement which are to
                be
                transferred to it in accordance with the terms of this
                provision.”

            


    

    


    
      	 	
              (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 1 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)

              	
                S&P
                  First Level Downgrade.
                  If
                  an S&P Approved Ratings Downgrade Event has occurred and is continuing
                  and Party A fails to take any action described under Part (5)(d)(i)(1),
                  within the time period specified therein, then an Additional Termination
                  Event shall have occurred with respect to Party A, Party A shall
                  be the
                  sole Affected Party with respect to such Additional Termination
                  Event and
                  all Transactions hereunder shall be Affected
                  Transaction.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                (ii)

              	
                Moody’s
                  First Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  Party
                  A has failed to comply with or perform any obligation to be complied
                  with
                  or performed by Party A in accordance with the Credit Support Annex,
                  then
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  A, Party A shall be the sole Affected Party with respect to such
                  Additional Termination Event and all Transactions hereunder shall
                  be
                  Affected Transactions. 

              


      

      


      
        	 	
                (iii)

              	
                S&P
                  Second Level Downgrade.
                  If
                  an S&P Required Ratings Downgrade Event has occurred and is continuing
                  and Party A fails to take any action described under Part (5)(d)(i)(2)
                  within the time period specified therein, then an Additional Termination
                  Event shall have occurred with respect to Party A, Party A shall
                  be the
                  sole Affected Party with respect to such Additional Termination
                  Event and
                  all Transactions hereunder shall be Affected
                  Transaction.

              


      

      


      
        	 	
                (iv)

              	
                Moody’s
                  Second Rating Trigger Replacement.
                  If
                  (A) a Moody’s Second Trigger Ratings Event has occurred and been
                  continuing for 30 or more Local Business Days and (B) (i) at least
                  one
                  Eligible Replacement has made a Firm Offer to be the transferee
                  of all of
                  Party A’s rights and obligations under this Agreement (and such Firm Offer
                  remains an offer that will become legally binding upon such Eligible
                  Replacement upon acceptance by the offeree) and/or (ii) an Eligible
                  Guarantor has made a Firm Offer to provide an Eligible Guarantee
                  (and such
                  Firm Offer remains an offer that will become legally binding upon
                  such
                  Eligible Guarantor immediately upon acceptance by the offeree),
                  then an
                  Additional Termination Event shall have occurred with respect to
                  Party A,
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event and all Transactions hereunder shall be Affected
                  Transactions. 

              


      

      
        	 	 	 


      

      
        	 	
                (v)

              	
                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..
                  

              


      

      


      
        	 	
                (vi)

              	
                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 clause (iii) of Part 5(e) below, 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.

              


      

    

     

    
      	 	
              (vii)

            	
              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.
                Party B
                shall be the sole Affected Party with respect to such Additional
                Termination Event; provided, however, that notwithstanding anything
                to the
                contrary in Section 6(b)(iv), only Party B may designate an Early
                Termination Date in respect of this Additional Termination
                Event.

            


    

     

    
      	
              (d)

            	
              Rating
                Agency Downgrade.  

            


    

    


    
      	
            	(i)	
              S&P
                Downgrade:

            


    

    


    
      	 	
              (1)

            	
              In
                the event that an S&P Approved Ratings Downgrade Event occurs and is
                continuing, then within 30 days after such rating downgrade, Party
                A
                shall, subject to the Rating Agency Condition with respect to S&P, at
                its own expense, either (i) procure a Permitted Transfer, (ii) obtain
                an
                Eligible Guarantee or (iii) post collateral in accordance with the
                Credit
                Support Annex.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (2)

            	
              In
                the event that an S&P Required Ratings Downgrade Event occurs and is
                continuing, then within 10 Local Business Days after such rating
                withdrawal or downgrade, Party A shall, subject to the Rating Agency
                Condition with respect to S&P, at its own expense, procure either (i)
                a Permitted Transfer or (ii) an Eligible
                Guarantee.

            


    

    


    
      	
            	(ii)	
              Moody’s
                Downgrade.

            


    

    


    
      	 	
              (1)
                

            	
              In
                the event that a Moody’s Second Trigger Ratings Event occurs and is
                continuing, Party A shall, as soon as reasonably practicable thereafter,
                at its own expense and using commercially reasonable efforts, either
                (i)
                procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                

            


    

     

    
      	
              (e)
                

            	
              Compliance
                with Regulation AB. 

            


    

    


    
      	 	
              (i)

            	
              Party
                A agrees and acknowledges that ACE Securities Corp. (“Depositor”) 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. 

            


    

    


    
      	 	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof for so long as the Issuing Entity
                is
                required to file periodic reports under the Exchange Act, Depositor
                requests from Party A the applicable financial information described
                in
                Item 1115 of Regulation AB (such request to be based on a reasonable
                determination by Depositor, in good faith, that such information
                is
                required under Regulation AB) (the “Swap Financial
                Disclosure”).

            


    

    


    
      	 	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, within ten (10)
                days
                and at its own expense, shall (1)(a) either (i) provide to Depositor
                the
                current Swap Financial Disclosure in an EDGAR-compatible format (for
                example, such information may be provided in Microsoft Word® or Microsoft
                Excel® format but not in .pdf format) or (ii) provide written consent to
                Depositor to incorporation by reference of such current Swap Financial
                Disclosure that are filed with the Securities and Exchange Commission
                in
                the Exchange Act Reports of Depositor, (b) if applicable, cause its
                outside accounting firm to provide its consent to filing or incorporation
                by reference in the Exchange Act Reports of Depositor of such accounting
                firm’s report relating to their audits of such current Swap Financial
                Disclosure, and (c) provide to Depositor any updated Swap Financial
                Disclosure with respect to Party A or any entity that consolidates
                Party A
                within five days of the release of any such updated Swap Financial
                Disclosure; (2) secure another entity to replace Party A, by way
                of
                Permitted Transfer, as party to this Agreement on terms substantially
                similar to this Agreement and 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 or
                (3)
                subject to the Rating Agency Condition with respect to S&P and obtain
                a guaranty of the Party A’s obligations under this Agreement from an
                affiliate of the Party A that is able to comply with the financial
                information disclosure requirements of Item 1115 of Regulation AB,
                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. 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)

            	
              Party
                A agrees that, in the event that Party A provides Swap Financial
                Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes
                its
                affiliate to provide Swap Financial Disclosure to Depositor in accordance
                with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor
                and
                the Securities Administrator, its respective directors or officers
                and any
                person controlling Depositor and the Securities Administrator, 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (v)

            	
              Depositor
                and the Securities Administrator shall be an express third party
                beneficiary of this Agreement as if a party hereto to the extent
                of
                Depositor’s and the Securities Administrator’s rights explicitly specified
                in this Part 5(e). 

            


    

    


    
      	
              (f)

            	
              Transfers. 

            


    

     

    
      	
            	(i)	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Except
      with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
      Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
      permitted to assign, novate or transfer (whether by way of security or
      otherwise) as a whole or in part any of its rights, obligations or interests
      under the Agreement or any Transaction unless (a) the prior written consent
      of
      the other party is obtained and (b) the Rating Agency Condition has been
      satisfied with respect to S&P and DBRS. At any time at which no Relevant
      Entity has credit ratings at least equal to the Approved Ratings Threshold,
      Party A may make a Permitted Transfer.” 

     

    
      	 	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, execute such documentation
                provided to it as is reasonably deemed necessary by Party A to effect
                such
                transfer. 

            


    

     

    
      	
              (g)

            	
              Non-Recourse.
                Party A acknowledges and agree 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 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 Trust and the proceeds thereof, should be insufficient to satisfy
                all
                claims outstanding and following the realization of the 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 Trustee shall not have
                liability for any failure or delay in making a payment hereunder
                to Party
                A due to any failure or delay in receiving amounts 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 a Replacement Transaction
                with
                Party B, then such Unfunded Amount shall be due on the next subsequent
                Distribution Date following the date on which the payment would have
                been
                payable as determined in accordance with Section 6(d)(ii), and on
                any
                subsequent Distribution Dates until paid in full (or if such Early
                Termination Date is the final Distribution Date, on such final
                Distribution Date); provided, however, that if the date on which
                the
                payment would have been payable as determined in accordance with
                Section
                6(d)(ii) is a Distribution Date, such payment will be payable on
                such
                Distribution Date.

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications. Notwithstanding
                any other provision of this Agreement, no Early Termination Date
                shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Swap Rating Agency has been given prior written notice of such
                designation or transfer. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (j)

            	
              No
                Set-off.
                Except as expressly provided for in Section 2(c), Section 6 or Part
                1(f)(i)(D) hereof, and notwithstanding any other provision of this
                Agreement or any other existing or future agreement, each party
                irrevocably waives any and all rights it may have to set off, net,
                recoup
                or otherwise withhold or suspend or condition payment or performance
                of
                any obligation between it and the other party hereunder against any
                obligation between it and the other party under any other agreements.
                Section 6(e) shall be amended by deleting the following sentence:
“The
                amount, if any, payable in respect of an Early Termination Date and
                determined pursuant to this Section will be subject to any
                Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.
                Notwithstanding any provision to the contrary in this Agreement,
                no
                amendment of either this Agreement or any Transaction under this
                Agreement
                shall be permitted by either party unless each of the Swap Rating
                Agencies
                has been provided prior written notice of the same and such amendment
                satisfies the Rating Agency Condition with respect to S&P and
                DBRS.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.
                Each Party agrees, upon learning of the occurrence or existence of
                any
                event or condition that constitutes (or that with the giving of notice
                or
                passage of time or both would constitute) an Event of Default or
                Termination Event with respect to such party, promptly to give the
                other
                Party and to each Swap Rating Agency notice of such event or condition;
                provided that failure to provide notice of such event or condition
                pursuant to this Part 5(l) shall not constitute an Event of Default
                or a
                Termination Event.

            


    

     

    
      	(m)	
              Proceedings.
                No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Trustee, 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) each of the Trustee and the Securities
                Administrator has been directed pursuant to the Pooling and Servicing
                Agreement to enter into this Agreement and/or to perform its obligations
                hereunder; (c) each of the representations, undertakings and agreements
                herein made on behalf of the Trust is made and intended not as personal
                representations of HSBC or the Securities Administrator and the Securities
                Administrator but is made and intended for the purpose of binding
                only the
                Trustee; and (d) under no circumstances shall HSBC
                and the Securities Administrator 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 Party B has appointed the Trustee and the Securities
                Administrator as its agents under the Pooling and Servicing Agreement
                to
                carry out certain functions on behalf of Party B, and that the Trustee
                and
                the Securities Administrator shall be entitled to give notices and
                to
                perform and satisfy the obligations of Party B hereunder on behalf
                of
                Party B.

            


    

     

    
      	
              (q)

            	
              Limitation
                on Events of Default.
                Notwithstanding the provisions of Sections 5 and 6, if at any time
                and so
                long as Party B has satisfied in full all its payment obligations
                under
                Section 2(a)(i) and has at the time no future payment obligations,
                whether
                absolute or contingent, under such Section, 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, (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 and
                (b) Party A shall be entitled to designate an Early Termination Date
                pursuant to Section 6 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 to which
                this
                Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                pay the Fixed Amount on the Fixed Amount Payer Payment
                Date.

            


    

    


    
      	
              (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 in respect of any suit, action or proceeding relating to this
                Agreement or any Credit Support Document.


            


    

    


    


    
      	
              (t)

            	
              Payment
                Instructions.
                Party A hereby agrees that, unless notified in writing by Party B
                of other
                payment instructions, any and all amounts payable by Party A to Party
                B
                under this Agreement shall be paid to the account specified in Item
                4 of
                this Confirmation, below. 

            


    

    


    
      	
              (u)

            	
              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. The Trustee represents to Party A
                on the
                date on which Party
                B enters
                into this Agreement that the Trustee is executing the Agreement not
                in its
                individual capacity, but solely as the Trustee on behalf of the
                trust.

            


    

    


    
      	
              (v)

            	
              Substantial
                financial transactions.
                Each party hereto is hereby advised and acknowledges as of the date
                hereof
                that the other party has engaged in (or refrained from engaging in)
                substantial financial transactions and has taken (or refrained from
                taking) other material actions in reliance upon the entry by the
                parties
                into the Transaction being entered into on the terms and conditions
                set
                forth herein and in the Pooling and Servicing Agreement relating
                to such
                Transaction, as applicable. This paragraph shall be deemed repeated
                on the
                trade date of each Transaction.

            


    

    


    
      	
              (w)

            	
              [Reserved].

            


    

    


    
      	
              (x)

            	
              [Reserved].

            


    

    


    
      	(y)	
              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

    


    “Eligible
      Guarantee”
      means an
      unconditional and irrevocable guarantee of all present and future payment
      obligations and obligations to post collateral of Party A or an Eligible
      Replacement to Party B under this Agreement that is provided by an Eligible
      Guarantor as principal debtor rather than surety and that is directly
      enforceable by Party B, the form and substance of which guarantee are subject
      to
      the Rating Agency Condition with respect to S&P.

    


    “Eligible
      Guarantor”
means
      an entity that (A) has credit ratings from S&P at least equal to the S&P
      Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
      credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
      a Collateral Event (as defined in the Credit Support Annex) not to occur or
      continue with respect to Moody’s.  

    


    “Eligible
      Replacement”
means
      an entity (i) (a) that has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
      least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Replacement with credit ratings below
      the
      Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
      defined in the Credit Support Annex) not to occur or continue with respect
      to
      Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
      not limited to payment obligations) of which entity to Party B under this
      Agreement are guaranteed pursuant to an Eligible Guarantee. 

    


    “Estimated
      Swap Termination Payment”
      means,
      with respect to an Early Termination Date, an amount determined by Party A
      in
      good faith and in a commercially reasonable manner as the maximum payment that
      could be owed by Party B to Party A in respect of such Early Termination Date
      pursuant to Section 6(e) of this Agreement, taking into account then current
      market conditions.

    


    “Firm
      Offer”
      means
      (A) with respect to an Eligible Replacement, a quotation from such Eligible
      Replacement (i) in an amount equal to the actual amount payable by or to Party
      B
      in consideration of an agreement between Party B and such Eligible Replacement
      to replace Party A as the counterparty to this Agreement by way of novation
      or,
      if such novation is not possible, an agreement between Party B and such Eligible
      Replacement to enter into a Replacement Transaction (assuming that all
      Transactions hereunder become Terminated Transactions), and (ii) that
      constitutes an offer by such Eligible Replacement to replace Party A as the
      counterparty to this Agreement or enter a Replacement Transaction that will
      become legally binding upon such Eligible Replacement upon acceptance by Party
      B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
      Guarantor to provide an Eligible Guarantee that will become legally binding
      upon
      such Eligible Guarantor upon acceptance by the offeree.

    


    “Moody’s”
      means
      Moody’s Investors Service, Inc., or any successor thereto. 

    


    “Moody’s
      First Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      First Trigger Ratings Threshold. 

    


    “Moody’s
      First Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating or counterparty rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Moody’s
      Second Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      Second Trigger Ratings Threshold. 

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means
      a
      transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d), Part
      5(b)(v), Part 5(e) or the second sentence of Section 7 (as amended herein)
      to a
      transferee (the “Transferee”)
      of all,
      but not less than all, of Party A’s rights, liabilities, duties and obligations
      under this Agreement, with
      respect to which transfer each of the following conditions is
      satisfied:
      (a) the
      Transferee is an Eligible Replacement; (b) Party A and the Transferee are both
      “dealers in notional principal contracts” within the meaning of Treasury
      regulations section 1.1001-4 (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)
      pursuant to a written instrument (the “Transfer
      Agreement”),
      the
      Transferee acquires and assumes all rights and obligations of Party A under
      the
      Agreement and the relevant Transaction; (f) Party B shall have determined,
      in
      its sole discretion, acting in a commercially reasonable manner, that such
      Transfer Agreement is effective to transfer to the Transferee all, but not
      less
      than all, of Party A’s rights and obligations under the Agreement and all
      relevant Transactions; (g) Party A will be responsible for any costs or expenses
      incurred in connection with such transfer (including any replacement cost of
      entering into a replacement transaction); (h) either (A) Moody’s has been given
      prior written notice of such transfer and the Rating Agency Condition is
      satisfied with respect to S&P or (B) each Swap Rating Agency has been given
      prior written notice of such transfer and such transfer is in connection with
      the assignment and assumption of this Agreement without modification of its
      terms, other than party names, dates relevant to the effective date of such
      transfer, tax representations (provided that the representations in Part 2(a)(i)
      are not modified) and any other representations regarding the status of the
      substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
      or Part 5(v)(ii), notice information and account details; and (i) such transfer
      otherwise complies with the terms of the Pooling and Servicing
      Agreement.

     

    “Rating
      Agency Condition”
      means,
      with respect to any particular proposed act or omission to act hereunder and
      each Swap Rating Agency specified in connection with such proposed act or
      omission, that the party acting or failing to act must consult with each of
      the
      specified Swap Rating Agencies and receive from each such Swap Rating Agency
      a
      prior written confirmation that the proposed action or inaction would not cause
      a downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    


    “Relevant
      Entity” means
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (i) would have the effect of
      preserving for Party B the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have been required after that Date, and (ii) has terms which
      are substantially the same as this Agreement, including, without limitation,
      rating triggers, Regulation AB compliance, and credit support documentation,
      save for the exclusion of provisions relating to Transactions that are not
      Terminated Transaction, as determined by Party B in its sole discretion, acting
      in a commercially reasonable manner.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    “Required
      Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the Required
      Ratings Threshold. 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 Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the S&P
      Approved Ratings Threshold.

    


    “S&P
      Approved Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, a short-term unsecured and unsubordinated debt rating
      from
      S&P of “A-1”, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from S&P of
“A+”.

    


    “S&P
      Required Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings 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, a long-term unsecured and unsubordinated debt rating
      or
      counterparty rating from S&P of “BBB-”.

    


    “Swap
      Rating Agencies”
      means,
      with respect to any date of determination, each of S&P, DBRS and Moody’s, 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-HE2 Asset Backed
      Pass-Through Certificates (the “Certificates”) or any notes backed by the
      Certificates (the “Notes”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Schedule by their duly
      authorized officers as of the date hereof.

    


    


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

     

     

    By:
      \s\: Leticia
      Chevere                                      


           
Name:
      Leticia Chevere 

           
      Title: Authorized Signatory

    


    


    


    


    HSBC
      Bank USA, National Association, not in its individual capacity,
      but solely as Trustee on behalf of the ACE Securities

    Corp.
      Home Equity Loan Trust, Series 2007-HE2 Asset Pass-

    Through
      Certificates 

     

     

    By:
      \s\: Fernando
      Acebedo                               


           
Name:
      Fernando Acebedo

           
      Title: Vice President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    


    MORTGAGE
      LOAN SCHEDULE

    


    [PROVIDED
      UPON REQUEST]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    PREPAYMENT
      CHARGE SCHEDULE

    


    [PROVIDED
      UPON REQUEST]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    [RESERVED]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4A - OCWEN LOAN SERVICING, LLC

    


    STANDARD
      FILE LAYOUT - DELINQUENCY REPORTING AND REALIZED LOSSES AND
      GAINS


    


    Exhibit
      : Standard File Layout - Delinquency
      Reporting

    


    
      	
              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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

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

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

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

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

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

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

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

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

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

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

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

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard File Codes - Delinquency
      Reporting

     

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

    
      	 	
              ·

            	
              ASUM-

            	
              Approved
                Assumption

            
	 	
              ·

            	
              BAP-

            	
              Borrower
                Assistance Program

            
	 	
              ·

            	
              CO-

            	
              Charge
                Off

            
	 	
              ·

            	
              DIL-

            	
              Deed-in-Lieu

            
	 	
              ·

            	
              FFA-

            	
              Formal
                Forbearance Agreement

            
	 	
              ·

            	
              MOD-

            	
              Loan
                Modification

            
	 	
              ·

            	
              PRE-

            	
              Pre-Sale

            
	 	
              ·

            	
              SS-

            	
              Short
                Sale

            
	 	
              ·

            	
              MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

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

     

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

    
      
        	 	
                ·

              	
                Mortgagor

              


      

      
        	 	
                ·

              	
                Tenant

              


      

      
        	 	
                ·

              	
                Unknown
                  

              


      

      
        	 	
                ·

              	
                Vacant

              


      

    

    


     

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


    
      	 	
              ·

            	
              Damaged

            


    

    
      	 	
              ·

            	
              Excellent

            


    

    
      	 	
              ·

            	
              Fair

            


    

    
      	 	
              ·

            	
              Gone

            


    

    
      	 	
              ·

            	
              Good

            


    

    
      	 	
              ·

            	
              Poor

            


    

    
      	 	
              ·

            	
              Special
                Hazard

            


    

    
      	 	
              ·

            	
              Unknown

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard File Codes - Delinquency Reporting,
Continued

     

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

     

    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Exhibit
        2: Standard File Codes - Delinquency Reporting,
Continued

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

     

    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      

    1. 

     

    
      	 	
              2.

            	
              The
                numbers on the 332 form correspond with the numbers listed
                below.

            


    

     

    Liquidation
      and Acquisition Expenses:

    
      	 	
              1.

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

            


    

     

    
      	 	
              2.

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

            


    

     

    
      	 	
              3.
                

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

            


    

     

    
      	 	
              4-12.

            	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

    (to
      calculate advances from last positive escrow balance forward)

     

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


     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    
      	 	
              13.

            	
              The
                total of lines 1 through 12.

            


    

    


    
      	 	
              3.

            	
              Credits:
                

            


    

    


    
      	 	
              14-21.

            	
              Complete
                as applicable. Required documentation:

            


      	 	 	 


    

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

     

    Letter
      of
      Proceeds Breakdown.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	 	
              23.

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Prepared
                by: __________________

            	
              Date:
                _______________

            
	 	 
	
              Phone:
                ______________________ 

            	
              Email
                Address:_____________________

            


    

     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

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

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address:
      _________________________________________________________


     

    
      	
              Liquidation
                Type: REO Sale

            	
              3rd
                Party Sale

            	
              Short
                Sale

            	
              Charge
                Off

            


    

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes 
      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    
      
        	
                Liquidation
                  and Acquisition Expenses:

              	 	 
	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              
	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                ________________

              	
                (2)

              
	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                ________________

              	
                (3)

              
	
                (4)

              	
                Attorney's
                  Fees

              	
                ________________

              	
                (4)

              
	
                (5)

              	
                Taxes
                  (see page 2)

              	
                ________________

              	
                (5)

              
	
                (6)

              	
                Property
                  Maintenance

              	
                ________________

              	
                (6)

              
	
                (7)

              	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	
                ________________

              	
                (7)

              
	
                (8)

              	
                Utility
                  Expenses

              	
                ________________

              	
                (8)

              
	
                (9)

              	
                Appraisal/BPO

              	
                ________________

              	
                (9)

              
	
                (10)

              	
                Property
                  Inspections

              	
                ________________

              	
                (10)

              
	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                ________________

              	
                (11)

              
	
                (12)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (12)

              
	 	
                Cash
                  for Keys__________________________

              	
                ________________

              	
                (12)

              
	 	
                HOA/Condo
                  Fees_______________________

              	
                ________________

              	
                (12)

              
	 	
                ______________________________________

              	
                ________________

              	
                (12)

              
	 	 	 	 
	 	
                Total
                  Expenses

              	
                $
                  _______________

              	
                (13)

              
	
                Credits:

              	 	 	 
	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)

              
	
                (18)

              	
                Primary
                  Mortgage Insurance / Gov’t Insurance

              	
                ________________

              	
                (18a)
                  HUD Part A

              
	 	 	
                ________________
                  

              	
                (18b)
                  HUD Part B

              
	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                ________________

              	
                (19)

              
	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                ________________

              	
                (20)

              
	
                (21)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (21)

              
	 	
                _________________________________________

              	
                ________________

              	
                (21)

              
	 	 	 	 
	 	
                Total
                  Credits

              	
                $________________

              	
                (22)

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $________________

              	
                (23)

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Escrow
      Disbursement Detail


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4B - COUNTRYWIDE HOME LOANS SERVICING LP

    


    STANDARD
      FILE LAYOUT - DELINQUENCY REPORTING AND REALIZED LOSSES AND
      GAINS


    


    Exhibit
      1 : Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SER_INVESTOR_NBR

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

            	
               

            	
              Text
                up to 10 digits

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            
	
              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

            
	
              BORROWER_NAME

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

            	
               

            	
              Maximum
                length of 30 (Last, First)

            
	
              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 ($)

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            
	
              NET_INT_RATE

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

            	
              4

            	
              Max
                length of 6

            
	
              SERV_FEE_RATE

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

            	
              4

            	
              Max
                length of 6

            
	
              SERV_FEE_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            
	
              ARM_INDEX_RATE

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

            	
              4

            	
              Max
                length of 6

            
	
              ACTL_BEG_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              ACTL_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              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

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            
	
              CURT_ADJ_
                AMT_1

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            
	
              CURT_ADJ_
                AMT_2

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            
	
              CURT_ADJ_AMT_3

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              PIF_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            
	
               

            	
               

            	
               

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

            
	
              ACTION_CODE

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

            	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              INT_ADJ_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LOAN_LOSS_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              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 ($)

            
	
              SCHED_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              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 ($)

            
	
              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 ($)

            
	
              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 ($)

            
	
              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 ($)

            
	
              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 ($)

            
	
              PREPAY_PENALTY_
                WAIVED

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Standard
      File Layout - Delinquency Reporting


     

    REPORTING
      DATA FOR DEFAULTED LOANS 

     

    Data
      must
      be submitted to Wells Fargo Bank in an Excel
      spreadsheet format with fixed field names and data type. The Excel
      spreadsheet should be used as a template consistently every month when
      submitting data. 

    
      	 	 	 
	
              Table:
                Delinquency 

            	 	 
	 	 	 
	
              Name
                

            	
              Type
                

            	
              Size
                

            
	
              Servicer
                Loan # 

            	
              Number
                

            	
              8
                

            
	 	
              (Double)
                

            	 
	
              Investor
                Loan # 

            	
              Number
                

            	
              8
                

            
	 	
              (Double)
                

            	 
	
              Borrower
                Name 

            	
              Text
                

            	
              20
                

            
	
              Address
                

            	
              Text
                

            	
              30
                

            
	
              State
                

            	
              Text
                

            	
              2
                

            
	
              Due
                Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Action
                Code 

            	
              Text
                

            	
              2
                

            
	
              FC
                Received 

            	
              Date/Time
                

            	
              8
                

            
	
              File
                Referred to Atty 

            	
              Date/Time
                

            	
              8
                

            
	
              NOD
                

            	
              Date/Time
                

            	
              8
                

            
	
              Complaint
                Filed 

            	
              Date/Time
                

            	
              8
                

            
	
              Sale
                Published 

            	
              Date/Time
                

            	
              8
                

            
	
              Target
                Sale Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Actual
                Sale Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Loss
                Mit Approval Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Loss
                Mit Type 

            	
              Text
                

            	
              5
                

            
	
              Loss
                Mit Estimated Completion 

            	
              Date/Time
                

            	
              8
                

            
	
              Date
                

            	 	 
	
              Loss
                Mit Actual Completion Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Loss
                Mit Broken Plan Date 

            	
              Date/Time
                

            	
              8
                

            
	
              BK
                Chapter 

            	
              Text
                

            	
              6
                

            
	
              BK
                Filed Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Post
                Petition Due 

            	
              Date/Time
                

            	
              8
                

            
	
              Motion
                for Relief 

            	
              Date/Time
                

            	
              8
                

            
	
              Lift
                of Stay 

            	
              Date/Time
                

            	
              8
                

            
	
              RFD
                

            	
              Text
                

            	
              10
                

            
	
              Occupant
                Code 

            	
              Text
                

            	
              10
                

            
	
              Eviction
                Start Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Eviction
                Completed Date 

            	
              Date/Time
                

            	
              8
                

            
	
              List
                Price 

            	
              Currency
                

            	
              8
                

            
	
              List
                Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Accepted
                Offer Price 

            	
              Currency
                

            	
              8
                

            
	
              Accepted
                Offer Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Estimated
                REO Closing Date 

            	
              Date/Time
                

            	
              8
                

            
	
              Actual
                REO Sale Date

            	
              Date/Time

            	
              8

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    • Items
      in bold are MANDATORY FIELDS. We must receive information in those fields every
      month in order for your file to be accepted.
      

     

    The
      Action Code Field should show the applicable numeric code to indicate that
      a
      special action is being taken. The Action Codes are the following: 

     

    12-Relief
      Provisions 

    15-Bankruptcy/Litigation
      

    20-Referred
      for Deed-in-Lieu 

    30-Referred
      fore Foreclosure 

    60-Payoff
      

    65-Repurchase
      

    70-REO-Held
      for Sale 

    71-Third
      Party Sale/Condemnation 

    72-REO-Pending
      Conveyance-Pool Insurance claim filed 

     

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

     

    Description
      of Action Codes: 

     

    Action
      Code 12
      - To report a Mortgage Loan for which the Borrower has been granted relief
      for
      curing a delinquency. The Action Date is the date the relief is expected to
      end.
      For military indulgence, it will be three months after the Borrower’s discharge
      from military service. 

     

    Action
      Code 15
      - To report the Borrower’s filing for bankruptcy or instituting some other type
      of litigation that will prevent or delay liquidation of the Mortgage Loan.
      The
      Action Date will be either the date that any repayment plan (or forbearance)
      instituted by the bankruptcy court will expire or an additional date by which
      the litigation should be resolved. 

     

    Action
      Code 20
      - To report that the Borrower has agreed to a deed-in-lieu or an assignment
      of
      the property. The Action Date is the date the Servicer decided to pursue a
      deed-in-lieu or the assignment. 

     

    Action
      Code 30
      - To report that the decision has been made to foreclose the Mortgage Loan.
      The
      Action Date is the date the Servicer referred the case to the foreclosure
      attorney.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Action
      Code 60
      - To report that a Mortgage Loan has been paid in full either at, or prior
      to,
      maturity. The Action Date is the date the pay-off funds were remitted to the
      Master Servicer. 

     

    Action
      Code 65
      - To report that the Servicer is repurchasing the Mortgage Loan. The Action
      Date
      is the date the repurchase proceeds were remitted to the Master Servicer.


     

    Action
      Code 70
      - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of
      foreclosure has been accepted, and the Servicer, on behalf of the owner of
      the
      Mortgage Loan, has acquired the property and may dispose of it. The Action
      Date
      is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed
      is
      recorded on behalf of the owner of the Mortgage Loan. 

     

    Action
      Code 71
      - To report that a Mortgage Loan has been foreclosed and a third party acquired
      the property, or a total condemnation of the property has occurred. The Action
      Date is the date of the foreclosure sale or the date the condemnation award
      was
      received. 

     

    Action
      Code 72
      - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has
      been
      accepted, and the property may be conveyed to the mortgage insurer and the
      pool
      insurance claim has been filed. The Action Date is the date of the foreclosure
      sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
      

     

    The
      Loss Mit Type field should show the approved Loss Mitigation arrangement. The
      following are acceptable: 

     

    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 

     

    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. The
      acceptable codes are: 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Mortgagor
      

    Tenant
      

    Unknown
      

    Vacant
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    REALIZED
      LOSS CALCULATION INFORMATION 

     

    WELLS
      FARGO BANK, N.A. Form 332

    


    Calculation
      of Realized Loss 

     

    Purpose
      

     

    To
      provide the Servicer with a form for the calculation of any Realized Loss (or
      gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
      

     

    Distribution
      

     

    The
      Servicer will prepare the form in duplicate and send the original together
      with
      evidence of conveyance of title and appropriate supporting documentation to
      the
      Master Servicer with the Monthly Accounting Reports which supports the Mortgage
      Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
      the duplicate for its own records. 

     

    Due
      Date 

     

    With
      respect to any liquidated Mortgage Loan, the form will be submitted to the
      Master Servicer no later than the date on which statements are due to the Master
      Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
      month following receipt of final liquidation proceeds and supporting
      documentation relating to such liquidated Mortgage Loan; provided, that if
      such
      Statement Date is not at least 30 days after receipt of final liquidation
      proceeds and supporting documentation relating to such liquidated Mortgage
      Loan,
      then the form will be submitted on the first Statement Date occurring after
      the
      30th
      day
      following receipt of final liquidation proceeds and supporting documentation.
      

     

    Preparation
      Instructions 

     

    The
      numbers on the form correspond with the numbers listed below. 

     

    1.    The
      actual Unpaid Principal Balance of the Mortgage Loan. 

    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. 

    


    
      	
              3-7.
                

            	
              Complete
                as necessary. All line entries must be supported by copies of appropriate
                statements, 

            


    

    vouchers,
      receipts, canceled checks, etc., to document the expense. Entries not properly
      

    documented
      will not be reimbursed to the Servicer. 

     

    
      	
              8.
                

            	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              10.
                

            	
              The
                total of lines 1 through 9. 

            


    

     

    Credits
      

     

    
      	
              11-17.
                

            	
              Complete
                as necessary. All line entries must be supported by copies of the
                appropriate claims forms, statements, payment checks, etc. to document
                the
                credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
                the
                difference between the Unpaid Principal Balance of the Note prior
                to the
                Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
                by the
                Bankruptcy Deficiency should be input on line 16.
                

            


    

     

    
      	
              18.

            	
              The
                total of lines 11 through 17. 

            


    

     

    Total
      Realized Loss (or Amount of Any Gain) 

     

    
      	
              19.
                

            	
              The
                total derived from subtracting line 18 from 10. If the amount represents
                a
                realized gain, show the amount in parenthesis ( ).
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    WELLS
      FARGO BANK, N.A. 

    CALCULATION
      OF REALIZED LOSS


     

    WELLS
      FARGO BANK, N.A. Trust: ___________________________

     

    Prepared
      by: __________________ Date: _______________ 

     

    Phone:
      ______________________ 

     

    
      	
              Servicer
                Loan No. 

            	
              Servicer
                Name 

            	
              Servicer
                Address 

            


    

     

    WELLS
      FARGO BANK, N.A. 

    Loan
      No._____________________________ 

    Borrower’s
      Name:________________________________________________________ 

    Property

    Address:________________________________________________________________
      

    


    
      	
              Liquidation
                and Acquisition Expenses: 

            	 
	
              Actual
                Unpaid Principal Balance of Mortgage Loan 

            	
              $
                _______________(1) 

            
	
              Interest
                accrued at Net Rate 

            	
              ________________(2)
                

            
	
              Attorney’s
                Fees 

            	
              ________________(3)
                

            
	
              Taxes
                

            	
              ________________(4)
                

            
	
              Property
                Maintenance 

            	
              ________________(5)
                

            
	
              MI/Hazard
                Insurance Premiums 

            	
              ________________(6)
                

            
	
              Hazard
                Loss Expenses 

            	
              ________________(7)
                

            
	
              Accrued
                Servicing Fees 

            	
              ________________(8)
                

            
	
              Other
                (itemize) 

            	
              ________________(9)
                

            
	 	
              $
                _________________ 

            
	 	 
	 	 
	 	 
	
              Total
                Expenses

            	
              $
                ______________(10) 

            
	
              Credits:
                

            	 
	
              Escrow
                Balance 

            	
              $
                ______________(11) 

            
	
              HIP
                Refund 

            	
              ________________(12)
                

            
	
              Rental
                Receipts 

            	
              ________________(13)
                

            
	
              Hazard
                Loss Proceeds 

            	
              ________________(14)
                

            
	
              Primary
                Mortgage Insurance Proceeds 

            	
              ________________(15)
                

            
	
              Proceeds
                from Sale of Acquired Property 

            	
              ________________(16)
                

            
	
              Other
                (itemize) 

            	
              ________________(17)
                

            
	 	
              ___________________
                

            
	 	
              ___________________
                

            
	
              Total
                Credits

            	
              $________________(18)
                

            
	 	 
	Total
              Realized Loss (or Amount
              of Gain)	
              $________________

            


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    SCHEDULE
      5

    


    STANDARD
      FILE LAYOUT- MASTER SERVICING 

    


    
      	
              Standard
                File Layout - Master Servicing 

            	 	 	 
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

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

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

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

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

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

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

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

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Standard
                File Layout - Master Servicing 

            	 	 	 
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
               

            	
               

            	
               

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

            	
              2

            
	
              ACTION_CODE

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

            
	
              INT_ADJ_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	 	 	 	 	 


    

    




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6

    


    DATA
      REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE

    


    


    
      	
              [LOAN
                NUMBER]

            	
              [PRE-CUT-OFF
                DATE ADVANCE AMOUNT]

            


    

    


    


    [PROVIDED
      UPON REQUEST]