Unassociated Document


     

     

    NOMURA
      HOME EQUITY LOAN, INC.,

     

    Depositor

     

     

    NOMURA
      CREDIT & CAPITAL, INC.,

     

    Sponsor

     

     

    OCWEN
      LOAN SERVICING, LLC

     

    EQUITY
      ONE, INC.

     

    SELECT
      PORTFOLIO SERVICING, INC.

     

    Servicers

     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer and Securities Administrator

     

    and

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

    Trustee

     

    
      	 	 	 


    

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of January 1, 2007

     

    
      	 	 	 


    

     

     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-2

    
 

    TABLE
      OF CONTENTS

     

    ARTICLE
      I
      DEFINITIONS 

     

    
      	 	
              Section
                1.01

            	
              Defined
                Terms.

            	 


    

    
      	 	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            	 


    

     

    ARTICLE
      II
      CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES 

     

    
      	 	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            	 


    

    
      	 	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            	 


    

    
      	 	
              Section
                2.03

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

            	 


    

    
      	 	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            	 


    

    
      	 	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases.

            	 


    

    
      	 	
              Section
                2.06

            	
              Issuance
                of the REMIC I Regular Interests.

            	 


    

    
      	 	
              Section
                2.07

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

            	 


    

    
      	 	
              Section
                2.08

            	
              Issuance
                of Class R Certificates and Class R-X Certificates.

            	 


    

    
      	 	
              Section
                2.09

            	
              Establishment
                of Trust.

            	 


    

    
      	 	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

            	 


    

     

    ARTICLE
      III
      ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS 

     

    
      	 	
              Section
                3.01

            	
              Servicers
                to act as Servicers of the Mortgage Loans.

            	 


    

    
      	 	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	 	
              Section
                3.03

            	
              Subservicers.

            	 


    

    
      	 	
              Section
                3.04

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

            	 


    

    
      	 	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            	 


    

    
      	 	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	 	
              Section
                3.07

            	
              Maintenance
                of Insurance Policies.

            	 


    

    
      	 	
              Section
                3.08

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.09

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

            	 


    

    
      	 	
              Section
                3.10

            	
              Servicing
                Compensation.

            	 


    

    
      	 	
              Section
                3.11

            	
              REO
                Property.

            	 


    

    
      	 	
              Section
                3.12

            	
              Liquidation
                Reports.

            	 


    

    
      	 	
              Section
                3.15

            	
              Books
                and Records.

            	 


    

    
      	 	
              Section
                3.16

            	
              The
                Trustee.

            	 


    

    
      	 	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            	 


    

    
      	 	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            	 


    

    
      	 	
              Section
                3.20

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

            	 


    

    
      	 	
              Section
                3.21

            	
              Possession
                of Certain Insurance Policies and Documents.

            	 


    

    
      	 	
              Section
                3.22

            	
              [Reserved].

            	 


    

    
      	 	
              Section
                3.23

            	
              UCC.

            	 


    

    
      	 	
              Section
                3.24

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

            	 


    

    
      	 	
              Section
                3.25

            	
              [Reserved].

            	 


    

    
      	 	
              Section
                3.26

            	
              Collection
                of Mortgage Loan Payments; Custodial Accounts.

            	 


    

    
      	 	
              Section
                3.27

            	
              Permitted
                Withdrawals From the Custodial Accounts.

            	 


    

    
      	 	
              Section
                3.28

            	
              Reports
                to Master Servicer.

            	 


    

    
      	 	
              Section
                3.29

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow Accounts.

            	 


    

    
      	 	
              Section
                3.30

            	
              Adjustments
                to Mortgage Rate and Scheduled Payment.

            	 


    

    
      	 	
              Section
                3.31

            	
              Distribution
                Account.

            	 


    

    
      	 	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account.

            	 


    

    
      	 	
              Section
                3.33

            	
              Credit
                Risk Management Services and Reports; Reliability of Data.

            	 


    

    
      	 	
              Section
                3.34

            	
              Intellectual
                Property and Confidentiality.

            	 


    

    
      	 	
              Section
                3.35

            	
              Limitation
                Upon Liability of Credit Risk Manager; Indemnification.

            	 


    

    
      	 	
              Section
                3.36

            	
              Resignation
                or Removal of Credit Risk Manager.

            	 


    

     

    ARTICLE
      IV
      ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS 

     

    
      	 	
              Section
                4.01

            	
              The
                Master Servicer.

            	 


    

    
      	 	
              Section
                4.02

            	
              Monitoring
                of the Servicers.

            	 


    

    
      	 	
              Section
                4.03

            	
              Fidelity
                Bond.

            	 


    

    
      	 	
              Section
                4.04

            	
              Power
                to Act; Procedures.

            	 


    

    
      	 	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	 	
              Section
                4.06

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

            	 


    

    
      	 	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	 


    

    
      	 	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	 	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	 


    

    
      	 	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	 


    

    
      	 	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans.

            	 


    

    
      	 	
              Section
                4.12

            	
              Compensation
                for the Master Servicer.

            	 


    

    
      	 	
              Section
                4.13

            	
              REO
                Property.

            	 


    

    
      	 	
              Section
                4.14

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

            	 


    

     

    ARTICLE
      V
      ADVANCES
      AND DISTRIBUTIONS 

     

    
      	 	
              Section
                5.01

            	
              Advances;
                Advance Facility.

            	 


    

    
      	 	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            	 


    

    
      	 	
              Section
                5.03

            	
              REMIC
                Distributions.

            	 


    

    
      	 	
              Section
                5.04

            	
              Distributions.

            	 


    

    
      	 	
              Section
                5.05

            	
              Allocation
                of Realized Losses.

            	 


    

    
      	 	
              Section
                5.06

            	
              Monthly
                Statements to Certificateholders.

            	 


    

    
      	 	
              Section
                5.07

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

            	 


    

    
      	 	
              Section
                5.08

            	
              Prepayment
                Charges.

            	 


    

    
      	 	
              Section
                5.09

            	
              Class
                P Certificate Account.

            	 


    

    
      	 	
              Section
                5.10

            	
              [Reserved].

            	 


    

    
      	 	
              Section
                5.11

            	
              Basis
                Risk Shortfall Reserve Fund.

            	 


    

    
      	 	
              Section
                5.12

            	
              Supplemental
                Interest Trust.

            	 


    

    
      	 	
              Section
                5.13

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	 


    

    
      	 	
              Section
                5.14

            	
              Reports
                Filed with Securities and Exchange Commission.

            	 


    

    
      	 	
              Section
                5.15

            	
              Derivatives
                Collateral Account

            	 


    

     

    ARTICLE
      VI
      THE
      CERTIFICATES 

     

    
      	 	
              Section
                6.01

            	
              The
                Certificates.

            	 


    

    
      	 	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	 


    

    
      	 	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 


    

    
      	 	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            	 


    

    
      	 	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	 


    

    
      	 	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            	 


    

    
      	 	
              Section
                6.07

            	
              Notices
                to Depository.

            	 


    

    
      	 	
              Section
                6.08

            	
              Definitive
                Certificates.

            	 


    

    
      	 	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

            	 


    

     

    ARTICLE
      VII
      THE
      DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER 

     

    
      	 	
              Section
                7.01

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

            	 


    

    
      	 	
              Section
                7.02

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

            	 


    

    
      	 	
              Section
                7.03

            	
              Indemnification
                by Depositor, the Servicers and Servicing Function
                Participants.

            	 


    

    
      	 	
              Section
                7.04

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

            	 


    

    
      	 	
              Section
                7.05

            	
              The
                Servicers Not to Resign.

            	 


    

    
      	 	
              Section
                7.06

            	
              Appointment
                of Special Servicer; Termination of the Servicer.

            	 


    

    
      	 	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            	 


    

    
      	 	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            	 


    

    
      	 	
              Section
                7.09

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

            	 


    

     

    ARTICLE
      VIII
      DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER 

     

    
      	 	
              Section
                8.01

            	
              Events
                of Default.

            	 


    

    
      	 	
              Section
                8.02

            	
              Master
                Servicer to Act; Appointment of Successor.

            	 


    

    
      	 	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            	 


    

    
      	 	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults.

            	 


    

     

    ARTICLE
      IX
      CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR 

     

    
      	 	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.03

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

            	 


    

    
      	 	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	 


    

    
      	 	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator.

            	 


    

    
      	 	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	 


    

    
      	 	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 


    

    
      	 	
              Section
                9.11

            	
              Appointment
                of Office or Agency.

            	 


    

    
      	 	
              Section
                9.12

            	
              Representations
                and Warranties.

            	 


    

    
      	 	
              Section
                9.13

            	
              Tax
                Matters.

            	 


    

     

    ARTICLE
      X
      TERMINATION 

     

    
      	 	
              Section
                10.01

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans.

            	 


    

    
      	 	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            	 


    

    
      	 	
              Section
                10.03

            	
              Additional
                Termination Requirements.

            	 


    

     

    ARTICLE
      XI
      MISCELLANEOUS PROVISIONS 

     

    
      	 	
              Section
                11.01

            	
              Amendment.

            	 


    

    
      	 	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            	 


    

    
      	 	
              Section
                11.03

            	
              Governing
                Law.

            	 


    

    
      	 	
              Section
                11.04

            	
              Intention
                of Parties.

            	 


    

    
      	 	
              Section
                11.05

            	
              Notices.

            	 


    

    
      	 	
              Section
                11.06

            	
              Severability
                of Provisions.

            	 


    

    
      	 	
              Section
                11.07

            	
              Assignment.

            	 


    

    
      	 	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            	 


    

    
      	 	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid.

            	 


    

    
      	 	
              Section
                11.10

            	
              Third
                Party Beneficiaries.

            	 


    

    
      	 	
              Section
                11.11

            	
              Intention
                of the Parties and Interpretation.

            	 


    

    


    


    Exhibits

     

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

            


    

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

            


    

    
      	Exhibit
              A-3	
              Form
                of Class B-[1][2] Certificates

            


    

    
      	Exhibit
              A-4	
              Form
                of Class X Certificates

            


    

    
      	Exhibit
              A-5	
              Form
                of Class P Certificates

            


    

    
      	Exhibit
              A-6	
              Form
                of Class R[-X] Certificates

            


    

    
      	Exhibit
              B	
              Mortgage
                Loan Schedule

            


    

    
      	Exhibit
              C	
              Mortgage
                Loan Purchase Agreement

            


    

    
      	Exhibit
              D	
              Form
                of Transfer Affidavit

            


    

    
      	Exhibit
              E	
              Form
                of Transferor Certificate

            


    

    
      	Exhibit
              F	
              Form
                of Investment Letter (Non-Rule
                144A)

            


    

    
      	Exhibit
              G	
              Form
                of Rule 144A Investment Letter

            


    

    
      	Exhibit
              H	
              Form
                of Additional Disclosure
                Notification

            


    

    
      	Exhibit
              I	
              DTC
                Letter of Representations

            


    

    
      	Exhibit
              J	
              Schedule
                of Mortgage Loans with Lost Notes

            


    

    
      	Exhibit
              K	
              Prepayment
                Charge Schedule

            


    

    
      	Exhibit
              L	
              Relevant
                Servicing Criteria

            


    

    
      	Exhibit
              M	
              Form
                of Back-up Certification

            


    

    
      	Exhibit
              N	
              Reporting
                Responsibility

            


    

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

            


    

    
      	Exhibit
              P	
              Basis
                Risk Cap Agreement

            


    

    
      	Exhibit
              Q	
              Interest
                Rate Swap Agreement

            


    

    
      	Exhibit
              R	
              Interest
                Rate Cap Agreement

            


    

    
      	Exhibit
              S	
              Form
                of Power of Attorney

            


    

    
      	Exhibit
              T	
              Assignment
                Agreement

            


    

    
      	Exhibit
              X-1	
              Form
                of Schedule of Default Loan Data

            


    

    
      	Exhibit
              X-2	
              Form
                of Schedule of Realized
                Losses/Gains

            


    

    
 

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

     

    PRELIMINARY
      STATEMENT

     

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

     

    REMIC
      I

     

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

     

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

    


    


    
      	
              Designation

            	 	
              Uncertificated
                REMIC I

              Pass-Through
                Rate

            	 	
              Initial
                Certificate

              Principal
                Balance

            	 	
              Assumed
                Final

              Maturity
                Date(1)

            
	
              I

            	 	
              (2)

            	 	
              $

            	
              194,790,228.95
                

            	 	
              January
                25, 2037

            
	
              I-1-A

            	 	
              (2)

            	 	
              $

            	
              15,655,500.00
                

            	 	
              January
                25, 2037

            
	
              I-1-B

            	 	
              (2)

            	 	
              $

            	
              15,655,500.00
                

            	 	
              January
                25, 2037

            
	
              I-2-A

            	 	
              (2)

            	 	
              $

            	
              15,519,500.00
                

            	 	
              January
                25, 2037

            
	
              I-2-B

            	 	
              (2)

            	 	
              $

            	
              15,519,500.00
                

            	 	
              January
                25, 2037

            
	
              I-3-A

            	 	
              (2)

            	 	
              $

            	
              15,266,000.00
                

            	 	
              January
                25, 2037

            
	
              I-3-B

            	 	
              (2)

            	 	
              $

            	
              15,266,000.00
                

            	 	
              January
                25, 2037

            
	
              I-4-A

            	 	
              (2)

            	 	
              $

            	
              14,983,500.00
                

            	 	
              January
                25, 2037

            
	
              I-4-B

            	 	
              (2)

            	 	
              $

            	
              14,983,500.00
                

            	 	
              January
                25, 2037

            
	
              I-5-A

            	 	
              (2)

            	 	
              $

            	
              14,398,500.00
                

            	 	
              January
                25, 2037

            
	
              I-5-B

            	 	
              (2)

            	 	
              $

            	
              14,398,500.00
                

            	 	
              January
                25, 2037

            
	
              I-6-A

            	 	
              (2)

            	 	
              $

            	
              13,781,500.00
                

            	 	
              January
                25, 2037

            
	
              I-6-B

            	 	
              (2)

            	 	
              $

            	
              13,781,500.00
                

            	 	
              January
                25, 2037

            
	
              I-7-A

            	 	
              (2)

            	 	
              $

            	
              13,167,500.00
                

            	 	
              January
                25, 2037

            
	
              I-7-B

            	 	
              (2)

            	 	
              $

            	
              13,167,500.00
                

            	 	
              January
                25, 2037

            
	
              I-8-A

            	 	
              (2)

            	 	
              $

            	
              12,599,500.00
                

            	 	
              January
                25, 2037

            
	
              I-8-B

            	 	
              (2)

            	 	
              $

            	
              12,599,500.00
                

            	 	
              January
                25, 2037

            
	
              I-9-A

            	 	
              (2)

            	 	
              $

            	
              12,022,500.00
                

            	 	
              January
                25, 2037

            
	
              I-9-B

            	 	
              (2)

            	 	
              $

            	
              12,022,500.00
                

            	 	
              January
                25, 2037

            
	
              I-10-A

            	 	
              (2)

            	 	
              $

            	
              11,736,000.00
                

            	 	
              January
                25, 2037

            
	
              I-10-B

            	 	
              (2)

            	 	
              $

            	
              11,736,000.00
                

            	 	
              January
                25, 2037

            
	
              I-11-A

            	 	
              (2)

            	 	
              $

            	
              12,435,500.00
                

            	 	
              January
                25, 2037

            
	
              I-11-B

            	 	
              (2)

            	 	
              $

            	
              12,435,500.00
                

            	 	
              January
                25, 2037

            
	
              I-12-A

            	 	
              (2)

            	 	
              $

            	
              27,387,000.00
                

            	 	
              January
                25, 2037

            
	
              I-12-B

            	 	
              (2)

            	 	
              $

            	
              27,387,000.00
                

            	 	
              January
                25, 2037

            
	
              I-13-A

            	 	
              (2)

            	 	
              $

            	
              45,886,000.00
                

            	 	
              January
                25, 2037

            
	
              I-13-B

            	 	
              (2)

            	 	
              $

            	
              45,886,000.00
                

            	 	
              January
                25, 2037

            
	
              I-14-A

            	 	
              (2)

            	 	
              $

            	
              14,757,500.00
                

            	 	
              January
                25, 2037

            
	
              I-14-B

            	 	
              (2)

            	 	
              $

            	
              14,757,500.00
                

            	 	
              January
                25, 2037

            
	
              I-15-A

            	 	
              (2)

            	 	
              $

            	
              8,324,000.00
                

            	 	
              January
                25, 2037

            
	
              I-15-B

            	 	
              (2)

            	 	
              $

            	
              8,324,000.00
                

            	 	
              January
                25, 2037

            
	
              I-16-A

            	 	
              (2)

            	 	
              $

            	
              40,097,500.00
                

            	 	
              January
                25, 2037

            
	
              I-16-B

            	 	
              (2)

            	 	
              $

            	
              40,097,500.00
                

            	 	
              January
                25, 2037

            
	
              I-17-A

            	 	
              (2)

            	 	
              $

            	
              9,322,500.00
                

            	 	
              January
                25, 2037

            
	
              I-17-B

            	 	
              (2)

            	 	
              $

            	
              9,322,500.00
                

            	 	
              January
                25, 2037

            
	
              I-18-A

            	 	
              (2)

            	 	
              $

            	
              3,730,500.00
                

            	 	
              January
                25, 2037

            
	
              I-18-B

            	 	
              (2)

            	 	
              $

            	
              3,730,500.00
                

            	 	
              January
                25, 2037

            
	
              I-19-A

            	 	
              (2)

            	 	
              $

            	
              3,368,500.00
                

            	 	
              January
                25, 2037

            
	
              I-19-B

            	 	
              (2)

            	 	
              $

            	
              3,368,500.00
                

            	 	
              January
                25, 2037

            
	
              I-20-A

            	 	
              (2)

            	 	
              $

            	
              3,097,500.00
                

            	 	
              January
                25, 2037

            
	
              I-20-B

            	 	
              (2)

            	 	
              $

            	
              3,097,500.00
                

            	 	
              January
                25, 2037

            
	
              I-21-A

            	 	
              (2)

            	 	
              $

            	
              2,672,500.00
                

            	 	
              January
                25, 2037

            
	
              I-21-B

            	 	
              (2)

            	 	
              $

            	
              2,672,500.00
                

            	 	
              January
                25, 2037

            
	
              I-22-A

            	 	
              (2)

            	 	
              $

            	
              2,604,000.00
                

            	 	
              January
                25, 2037

            
	
              I-22-B

            	 	
              (2)

            	 	
              $

            	
              2,604,000.00
                

            	 	
              January
                25, 2037

            
	
              I-23-A

            	 	
              (2)

            	 	
              $

            	
              2,492,500.00
                

            	 	
              January
                25, 2037

            
	
              I-23-B

            	 	
              (2)

            	 	
              $

            	
              2,492,500.00
                

            	 	
              January
                25, 2037

            
	
              I-24-A

            	 	
              (2)

            	 	
              $

            	
              4,382,000.00
                

            	 	
              January
                25, 2037

            
	
              I-24-B

            	 	
              (2)

            	 	
              $

            	
              4,382,000.00
                

            	 	
              January
                25, 2037

            
	
              I-25-A

            	 	
              (2)

            	 	
              $

            	
              4,960,000.00
                

            	 	
              January
                25, 2037

            
	
              I-25-B

            	 	
              (2)

            	 	
              $

            	
              4,960,000.00
                

            	 	
              January
                25, 2037

            
	
              I-26-A

            	 	
              (2)

            	 	
              $

            	
              2,563,000.00
                

            	 	
              January
                25, 2037

            
	
              I-26-B

            	 	
              (2)

            	 	
              $

            	
              2,563,000.00
                

            	 	
              January
                25, 2037

            
	
              I-27-A

            	 	
              (2)

            	 	
              $

            	
              1,997,500.00
                

            	 	
              January
                25, 2037

            
	
              I-27-B

            	 	
              (2)

            	 	
              $

            	
              1,997,500.00
                

            	 	
              January
                25, 2037

            
	
              I-28-A

            	 	
              (2)

            	 	
              $

            	
              3,184,000.00
                

            	 	
              January
                25, 2037

            
	
              I-28-B

            	 	
              (2)

            	 	
              $

            	
              3,184,000.00
                

            	 	
              January
                25, 2037

            
	
              I-29-A

            	 	
              (2)

            	 	
              $

            	
              2,146,000.00
                

            	 	
              January
                25, 2037

            
	
              I-29-B

            	 	
              (2)

            	 	
              $

            	
              2,146,000.00
                

            	 	
              January
                25, 2037

            
	
              I-30-A

            	 	
              (2)

            	 	
              $

            	
              1,273,000.00
                

            	 	
              January
                25, 2037

            
	
              I-30-B

            	 	
              (2)

            	 	
              $

            	
              1,273,000.00
                

            	 	
              January
                25, 2037

            
	
              I-31-A

            	 	
              (2)

            	 	
              $

            	
              1,224,000.00
                

            	 	
              January
                25, 2037

            
	
              I-31-B

            	 	
              (2)

            	 	
              $

            	
              1,224,000.00
                

            	 	
              January
                25, 2037

            
	
              I-32-A

            	 	
              (2)

            	 	
              $

            	
              1,177,000.00
                

            	 	
              January
                25, 2037

            
	
              I-32-B

            	 	
              (2)

            	 	
              $

            	
              1,177,000.00
                

            	 	
              January
                25, 2037

            
	
              I-33-A

            	 	
              (2)

            	 	
              $

            	
              1,132,000.00
                

            	 	
              January
                25, 2037

            
	
              I-33-B

            	 	
              (2)

            	 	
              $

            	
              1,132,000.00
                

            	 	
              January
                25, 2037

            
	
              I-34-A

            	 	
              (2)

            	 	
              $

            	
              1,088,500.00
                

            	 	
              January
                25, 2037

            
	
              I-34-B

            	 	
              (2)

            	 	
              $

            	
              1,088,500.00
                

            	 	
              January
                25, 2037

            
	
              I-35-A

            	 	
              (2)

            	 	
              $

            	
              1,047,000.00
                

            	 	
              January
                25, 2037

            
	
              I-35-B

            	 	
              (2)

            	 	
              $

            	
              1,047,000.00
                

            	 	
              January
                25, 2037

            
	
              I-36-A

            	 	
              (2)

            	 	
              $

            	
              1,006,500.00
                

            	 	
              January
                25, 2037

            
	
              I-36-B

            	 	
              (2)

            	 	
              $

            	
              1,006,500.00
                

            	 	
              January
                25, 2037

            
	
              I-37-A

            	 	
              (2)

            	 	
              $

            	
              968,500.00
                

            	 	
              January
                25, 2037

            
	
              I-37-B

            	 	
              (2)

            	 	
              $

            	
              968,500.00
                

            	 	
              January
                25, 2037

            
	
              I-38-A

            	 	
              (2)

            	 	
              $

            	
              931,000.00
                

            	 	
              January
                25, 2037

            
	
              I-38-B

            	 	
              (2)

            	 	
              $

            	
              931,000.00
                

            	 	
              January
                25, 2037

            
	
              I-39-A

            	 	
              (2)

            	 	
              $

            	
              895,500.00
                

            	 	
              January
                25, 2037

            
	
              I-39-B

            	 	
              (2)

            	 	
              $

            	
              895,500.00
                

            	 	
              January
                25, 2037

            
	
              I-40-A

            	 	
              (2)

            	 	
              $

            	
              868,000.00
                

            	 	
              January
                25, 2037

            
	
              I-40-B

            	 	
              (2)

            	 	
              $

            	
              868,000.00
                

            	 	
              January
                25, 2037

            
	
              I-41-A

            	 	
              (2)

            	 	
              $

            	
              828,000.00
                

            	 	
              January
                25, 2037

            
	
              I-41-B

            	 	
              (2)

            	 	
              $

            	
              828,000.00
                

            	 	
              January
                25, 2037

            
	
              I-42-A

            	 	
              (2)

            	 	
              $

            	
              796,500.00
                

            	 	
              January
                25, 2037

            
	
              I-42-B

            	 	
              (2)

            	 	
              $

            	
              796,500.00
                

            	 	
              January
                25, 2037

            
	
              I-43-A

            	 	
              (2)

            	 	
              $

            	
              777,500.00
                

            	 	
              January
                25, 2037

            
	
              I-43-B

            	 	
              (2)

            	 	
              $

            	
              777,500.00
                

            	 	
              January
                25, 2037

            
	
              I-44-A

            	 	
              (2)

            	 	
              $

            	
              736,000.00
                

            	 	
              January
                25, 2037

            
	
              I-44-B

            	 	
              (2)

            	 	
              $

            	
              736,000.00
                

            	 	
              January
                25, 2037

            
	
              I-45-A

            	 	
              (2)

            	 	
              $

            	
              708,000.00
                

            	 	
              January
                25, 2037

            
	
              I-45-B

            	 	
              (2)

            	 	
              $

            	
              708,000.00
                

            	 	
              January
                25, 2037

            
	
              I-46-A

            	 	
              (2)

            	 	
              $

            	
              704,500.00
                

            	 	
              January
                25, 2037

            
	
              I-46-B

            	 	
              (2)

            	 	
              $

            	
              704,500.00
                

            	 	
              January
                25, 2037

            
	
              I-47-A

            	 	
              (2)

            	 	
              $

            	
              684,500.00
                

            	 	
              January
                25, 2037

            
	
              I-47-B

            	 	
              (2)

            	 	
              $

            	
              684,500.00
                

            	 	
              January
                25, 2037

            
	
              I-48-A

            	 	
              (2)

            	 	
              $

            	
              630,500.00
                

            	 	
              January
                25, 2037

            
	
              I-48-B

            	 	
              (2)

            	 	
              $

            	
              630,500.00
                

            	 	
              January
                25, 2037

            
	
              I-49-A

            	 	
              (2)

            	 	
              $

            	
              673,000.00
                

            	 	
              January
                25, 2037

            
	
              I-49-B

            	 	
              (2)

            	 	
              $

            	
              673,000.00
                

            	 	
              January
                25, 2037

            
	
              I-50-A

            	 	
              (2)

            	 	
              $

            	
              597,500.00
                

            	 	
              January
                25, 2037

            
	
              I-50-B

            	 	
              (2)

            	 	
              $

            	
              597,500.00
                

            	 	
              January
                25, 2037

            
	
              I-51-A

            	 	
              (2)

            	 	
              $

            	
              574,000.00
                

            	 	
              January
                25, 2037

            
	
              I-51-B

            	 	
              (2)

            	 	
              $

            	
              574,000.00
                

            	 	
              January
                25, 2037

            
	
              I-52-A

            	 	
              (2)

            	 	
              $

            	
              651,000.00
                

            	 	
              January
                25, 2037

            
	
              I-52-B

            	 	
              (2)

            	 	
              $

            	
              651,000.00
                

            	 	
              January
                25, 2037

            
	
              I-53-A

            	 	
              (2)

            	 	
              $

            	
              534,500.00
                

            	 	
              January
                25, 2037

            
	
              I-53-B

            	 	
              (2)

            	 	
              $

            	
              534,500.00
                

            	 	
              January
                25, 2037

            
	
              I-54-A

            	 	
              (2)

            	 	
              $

            	
              12,874,500.00
                

            	 	
              January
                25, 2037

            
	
              I-54-B

            	 	
              (2)

            	 	
              $

            	
              12,874,500.00
                

            	 	
              January
                25, 2037

            
	
              P

            	 	
              (3)

            	 	
              $

            	
              100.00         
                 

            	 	
              January
                25, 2037

            


    

    


    ___________________

    
      	
              (1)

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

            
	 	 
	
              (2)

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

            
	 	 
	
              (3)

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

            


    

     

     

    REMIC
      II

     

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

     

    
      	
              Designation

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                II

              Pass-Through
                Rate

            	 	
              Assumed
                Final Distribution Date(1)

            
	
              LT-AA

            	 	
              $912,015,664.37

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IA1

            	 	
              $3,588,470.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IIA1

            	 	
              $2,207,640.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IIA2

            	 	
              $263,330.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IIA3

            	 	
              $657,310.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IIA4

            	 	
              $216,430.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M1

            	 	
              $395,510.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M2

            	 	
              $358,290.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M3

            	 	
              $218,690.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M4

            	 	
              $195,430.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M5

            	 	
              $176,810.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M6

            	 	
              $158,200.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M7

            	 	
              $144,240.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M8

            	 	
              $134,940.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-M9

            	 	
              $111,670.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-B1

            	 	
              $130,280.00

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-ZZ

            	 	
              $9,655,324.58

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-IO

            	 	
              (4)               
                

            	 	
              (2)

            	 	
              January
                25, 2037

            
	
              LT-P

            	 	
              $100.00

            	 	
              (3)

            	 	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	 	 
	
              (2)

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

            
	 	 
	
              (3)

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

            
	 	 
	
              (4)

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

            


    

    


    REMIC
      III

     

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

     

    
      	
              Class
                Designation

            	 	 	
              Initial
                Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Assumed
                Final Distribution 

              Date(1)

            
	
              Class
                I-A-1

            	 	 	
              $358,847,000.00

            	 	
              Class
                I-A-1 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                II-A-1

            	 	 	
              $220,764,000.00

            	 	
              Class
                II-A-1 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                II-A-2

            	 	 	
              $26,333,000.00

            	 	
              Class
                II-A-2 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                II-A-3

            	 	 	
              $65,731,000.00

            	 	
              Class
                II-A-3 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                II-A-4

            	 	 	
              $21,643,000.00

            	 	
              Class
                II-A-4 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-1

            	 	 	
              $39,551,000.00

            	 	
              Class
                M-1 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-2

            	 	 	
              $35,829,000.00

            	 	
              Class
                M-2 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-3

            	 	 	
              $21,869,000.00

            	 	
              Class
                M-3 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-4

            	 	 	
              $19,543,000.00

            	 	
              Class
                M-4 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-5

            	 	 	
              $17,681,000.00

            	 	
              Class
                M-5 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-6

            	 	 	
              $15,820,000.00

            	 	
              Class
                M-6 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-7

            	 	 	
              $14,424,000.00

            	 	
              Class
                M-7 Pass-Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-8

            	 	 	
              $13,494,000.00

            	 	
              Class
                M-8 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                M-9

            	 	 	
              $11,167,000.00

            	 	
              Class
                M-9 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                B-1

            	 	 	
              $13,028,000.00

            	 	
              Class
                B-1 Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                X Interest(2)

            	 	 	
              $34,904,228.95

            	 	
              Class
                X Pass Through Rate

            	 	
              January
                25, 2037

            
	
              Class
                P Interest

            	 	$	
              100.00      

            	 	
              N/A(3)

            	 	
              January
                25, 2037

            
	
              Class
                IO Interest

            	 	 	
              (4)                    
                

            	  	
              (5)

            	 	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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

            
	
              (4)

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

            
	
              (5)

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

            


    

    


    REMIC
      IV

     

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

     

    
      	
              Class
                Designation

            	 	
              Initial
                Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                X

            	 	
              $ 
                34,904,228.95

            	 	
              (2)

            	 	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            


    

    


     

    REMIC
      V

     

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

     

    
      	
              Class
                Designation

            	 	
              Initial
                Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                P

            	 	
              $ 
                100.00

            	 	
              (2)

            	 	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            


    

    


     

    REMIC
      VI

     

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

     

    
      	
              Class
                Designation

            	 	
              Initial
                Certificate

              Notional
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Assumed
                Final Distribution Date(1)

            
	
              Swap-IO

            	 	
              (2)

            	 	
              (3)

            	 	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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


            


    


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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

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

     

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

     

    Accepted
      Servicing Practices:
      As
      defined in Section 3.01.

     

    Account:
      Either
      the Distribution Account or a Custodial Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Assignment
      Agreement:
      Shall
      mean the Assignment, Assumption and Recognition Agreement, dated as of January
      31, 2007, among the Sponsor, the Depositor and Wells Fargo, as servicer,
      pursuant to which the Servicing Agreement was assigned to the Depositor, a
      copy
      of which is attached hereto as Exhibit T.

     

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

     

    Authorized
      Servicer Representative:
      Any
      Servicing Officer or other authorized representative of the Servicer involved
      in, or responsible for, the administration and servicing of the Mortgage Loans
      whose name and facsimile signature appear on a list of such authorized
      representatives furnished to the Trustee and the Master Servicer by the Servicer
      on the Closing Date, as such list may from time to time be amended.

     

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

     

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

     

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

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Basis
      Risk Cap Agreement:
      The
      basis risk cap agreement, dated as of January 31, 2007, between the Basis Risk
      Cap Provider and Supplemental Interest Trust Trustee, including any schedule,
      confirmations, credit
      support annex or other credit support document relating thereto, and attached
      hereto as Exhibit P.

     

    Basis
      Risk Cap Credit Support Annex:
      The
      credit support annex, dated as of January 31, 2007, between the Supplemental
      Interest Trust Trustee and the Basis
      Risk
      Cap Provider, which is annexed to and forms part of the Basis Risk Cap
      Agreement.

     

    Basis
      Risk Cap Provider:
      The cap
      provider under the Basis Risk Cap Agreement. Initially, the Basis Risk Cap
      Provider shall be HSBC Bank USA, National Association.

     

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

     

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

     

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

     

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

     

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

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-6.

     

    Certificate
      Margin:
      With
      respect to each Distribution Date on or prior to the first possible Optional
      Termination Date with respect to the Mortgage Loans, the Certificate Margins
      for
      the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8, Class M-9 and Class B-1 Certificates are 0.150%, 0.080%, 0.140%, 0.190%,
      0.280%, 0.310%, 0.320%, 0.340%, 0.420%, 0.450%, 0.500%, 1.750%, 2.250%, 2.250%
      and 2.250%, respectively. With respect to each Distribution Date following
      the
      first possible Optional Termination Date, the Certificate Margins for the Class
      I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class
      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
      M-9
      and and Class B-1 Certificates are 0.300%, 0.160%, 0.280%, 0.380%, 0.560%,
      0.465%, 0.480%, 0.510%, 0.630%, 0.675%, 0.750%, 2.625%, 3.375%, 3.375% and
      3.375%, respectively.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC II Regular Interests (other than
      REMIC II Regular Interest LT-P) for such Distribution Date. As of the Closing
      Date, the Certificate Notional Balance of the Class X Certificates is equal
      to
      $930,628,228.95.

     

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

     

    Certificate
      Principal Balance:
      As to
      any Senior Certificate, Subordinate Certificate or Class P Certificate and
      as of
      any Distribution Date, the Initial Certificate Principal Balance of such
      Certificate less (i) the sum of (a) all amounts distributed with respect to
      such
      Certificate in reduction of the Certificate Principal Balance thereof on
      previous Distribution Dates pursuant to Section 5.04 and (b) with respect
      to any Class of Subordinate Certificates, any reductions in the Certificate
      Principal Balance of such Certificate deemed to have occurred in connection
      with
      the allocations of Realized Losses, if any, plus (ii) with respect to the
      Subordinate Certificates, any Subsequent Recoveries added to the Certificate
      Principal Balance of any such Certificate pursuant to Section 5.05(d), in
      each case up to the amount of Applied Loss Amounts but only to the extent that
      any such Applied Loss Amount has not been paid to any Class of Certificates
      as a
      Deferred Amount or previously increased due to other Subsequent Recoveries.
      With
      respect to the Class X Certificates and any date of determination, the excess,
      if any, of (i) the then Aggregate Loan Balance over (ii) the then aggregate
      Certificate Principal Balance of the Publicly Offered Certificates and the
      Class
      B-1 Certificates. References herein to the Certificate Principal Balance of
      a
      Class of Certificates shall mean the Certificate Principal Balances of all
      Certificates in such Class. 

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      B-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates and the Mezzanine Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class B-1 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) 92.50% and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

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

     

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

     

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

     

    Class
      M-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 57.50% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

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

     

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

     

    Class
      M-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates and the Class M-1 Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) 65.20% and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

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

     

    Class
      M-3 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1 Certificates and Class M-2 Certificates,
      in each case, after giving effect to payments on such Distribution Date and
      (ii)
      the Certificate Principal Balance of the Class M-3 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      69.90% and (ii) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

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

     

    Class
      M-4 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2 and Class M-3 Certificates,
      in
      each case, after giving effect to payments on such Distribution Date and (ii)
      the Certificate Principal Balance of the Class M-4 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      74.10% and (ii) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

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

     

    Class
      M-5 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3 and Class M-4
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 77.90% and (ii) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) exceeds (ii) 0.50% of the Aggregate Loan Balance
      as of the Cut-off Date.

     

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

     

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

     

    Class
      M-6 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4 and
      Class
      M-5 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 81.30% and (ii) the Aggregate Loan Balance for such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Mortgage Loans incurred during the related
      Due Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for such Distribution Date (after giving effect to scheduled payments of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) exceeds (ii) 0.50% of the Aggregate Loan Balance
      as of the Cut-off Date.

     

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

     

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

     

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

     

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

     

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

     

    Class
      M-8 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6 and Class M-7 Certificates, in each case, after giving effect
      to
      payments on such Distribution Date and (ii) the Certificate Principal Balance
      of
      the Class M-8 Certificates immediately prior to such Distribution Date exceeds
      (y) the lesser of (A) the product of (i) 87.30% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

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

     

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

     

    Class
      M-9 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6, Class M-7 and Class M-8 Certificates, in each case, after giving
      effect to payments on such Distribution Date and (ii) the Certificate Principal
      Balance of the Class M-9 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) 89.70% and (ii) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if
      any, by which (i) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) exceeds
      (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off Date.

     

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

     

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

     

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

     

    Class
      R Certificate:
      Any
      Certificate designated as a “Class R” Certificate on the face thereof in the
      form of Exhibit A-6 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class R Certificates as set forth herein and
      evidencing the Class R-I Interest, Class R-II Interest and Class R-III
      Interest.

     

    Class
      R-X Certificate:
      The
      Class R-X Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, substantially in the form annexed hereto as
      Exhibit A-6 and evidencing the ownership of the Class R-IV Interest, the Class
      R-V Interest and the Class R-VI Interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      X Distribution Amount:
      With
      respect to any Distribution Date and the Class X Certificates, the sum of (i)
      the Excess Basis Risk Cap Payment, (ii) the Current Interest and Carryforward
      Interest and (iii) any Overcollateralization Release Amount for such
      Distribution Date remaining after payments pursuant to items 1 through 23 of
      Section 5.04(a)(iii); provided, however that on and after the Distribution
      Date on which the Certificate Principal Balances of the Senior Certificates
      and
      the Subordinate Certificates have been reduced to zero, the Class X Distribution
      Amount shall include the Overcollateralization Amount.

     

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

     

    Class
      X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (Q) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC
      II
      Regular Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular
      Interest LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest LT-ZZ.
      For
      purposes of calculating the Pass-Through Rate for the Class X Interest, the
      numerator is equal to the sum of the following components:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (P)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-B1; and

     

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

     

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

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      January
      31, 2007.

     

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

     

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

     

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

     

    Compensating
      Interest:
      With
      respect to any Distribution Date and and (i) Ocwen, an amount equal to the
      lesser of (a) the aggregate amount of the Interest Shortfalls resulting from
      voluntary Principal Prepayments in full on the Mortgage Loans serviced by Ocwen
      for such Distribution date and received during the portion of the Prepayment
      Period occurring from the 16th day of the month prior to the month in which
      the
      related Distribution Date occurs and ending on the last day of such month,
      and
      (b) the aggregate Servicing Fee due Ocwen on the Mortgage Loans serviced by
      Ocwen for such Distribution Date, (ii) Equity One, an amount equal to the lesser
      of (a) the aggregate amount of Interest Shortfalls on the Equity One Mortgage
      Loans for such Distribution Date pursuant to items (a) and (b) of the definition
      of Interest Shortfalls in this Agreement and (b) the aggregate Servicing Fees
      due Equity One for such Distribution Date, (iii) Wells Fargo Bank, N.A. in
      its
      capacity as a Servicer, the aggregate amount of Interest Shortfalls resulting
      from Principal Prepayments in full on the Mortgage Loans serviced by Wells
      Fargo
      Bank, N.A. for such Distribution Date and received during the related Prepayment
      Period, (iv) SPS, an amount equal to the lesser of (a) the aggregate amount
      of
      the Interest Shortfalls resulting from Principal Prepayments in full on the
      Mortgage Loans serviced by SPS for such Distribution Date and received during
      the portion of the Prepayment Period occurring from the 15th day of the month
      prior to the month in which the related Distribution Date occurs and ending
      on
      the last day of such month, and (b) the aggregate Servicing Fee due SPS on
      the
      Mortgage Loans serviced by SPS for such Distribution Date, or (v) the Master
      Servicer, will be an amount equal to any Interest Shortfalls required to be
      funded by the related servicer pursuant to clauses (i), (ii), (iii) or (iv)
      above and not funded, up to the aggregate Master Servicing Fee (exclusive of
      the
      portion of such fee payable to the Master Servicer in its capacity as Credit
      Risk Manager) for such Distribution Date.

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee which office at the date of
      the
      execution of this instrument is located at 452 Fifth Avenue, New York, New
      York
      10018, Attention: Nomura Home Equity Loan, Inc., 2007-2 or at such other address
      as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer. The office of the Securities Administrator,
      which for purposes of Certificate transfers and surrender is located at Wells
      Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
      55479, Attention: Corporate Trust Services - Client Manager (NHEL 2007-2),
      and
      for all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98,
      Columbia, Maryland 21046, Attention: Corporate Trust Services - Client Manager
      (NHEL 2007-2) (or for overnight deliveries, at 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Corporate Trust Services - Client Manager
      (NHEL 2007-2)).

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	
              (i)

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

            
	
              (ii)

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

            
	
              (iii)

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

            
	
              (iv)

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

            
	
              (v)

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

            
	
              (vi)

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

            
	
              (vii)

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

            
	
              (viii)

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

            
	
              (ix)

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

            
	
              (x)

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

            
	
              (xi)

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

            
	
              (xii)

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

            
	
              (xiii)

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

            
	
              (xiv)

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

            
	
              (xv)

            	
              REMIC
                II Regular Interest LT-B1, the Class B-1 Certificates;
                and

            
	
              (xvi)

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

            


    

    


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

     

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

     

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

     

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

     

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

     

    Cut-off
      Date:
      January
      1, 2007.

     

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

     

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

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

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

     

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

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Derivatives
      Provider:
      The
      Basis Risk Cap Provider, the Interest Rate Cap Provider and the Swap Provider.
      Initially, the Derivatives Provider shall be HSBC Bank USA, National
      Association.

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 in the name of the Trustee for the benefit of the
      Certificateholders and designated “HSBC Bank USA, National Association, in trust
      for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2007-2”. Funds in the Distribution Account shall be held in
      trust for the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Excess
      Basis Risk Cap Payment:
      With
      respect to any Distribution Date, the excess, if any, of (1) the cap payments
      made by the Basis Risk Cap Provider under the Basis Risk Cap Agreement with
      respect to the Senior Certificates and the Subordinate Certificates over (2)
      the
      amount of the unpaid Basis Risk Shortfall attributable to the Senior
      Certificates and the Subordinate Certificates for such Distribution
      Date.

     

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

     

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

     

    Exemption:
      Prohibited Transaction Exemption 93-32, as amended from time to
      time.

     

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

     

    Fannie
      Mae:
      Fannie
      Mae (formerly, Federal National Mortgage Association), or any successor
      thereto.

     

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

     

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

     

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

     

    Fitch:
      Fitch
      Ratings and its successor in interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Rate Cap Agreement:
      The
      interest rate cap agreement, dated as of January 31, 2007, between the
      Supplemental Interest Trust Trustee and Interest Rate Cap Provider, including
      any schedule, confirmations, credit support annex or other credit support
      document relating thereto, and attached hereto as Exhibit R.

    


    Interest
      Rate Cap Credit Support Annex:
      The
      credit support annex, dated as of January 31, 2007, between the Supplemental
      Interest Trust Trustee and the Interest Rate Cap Provider, which is annexed
      to
      and forms part of the Interest Rate Cap Agreement.

     

    Interest
      Rate Cap Provider: The cap provider under the Cap Agreement. Initially, the
      Interest Rate Cap Provider shall be HSBC
      Bank
      USA, National Association.

     

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

     

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

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of January 31, 2007, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee, as trustee on
      behalf of the Supplemental Interest Trust.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Marker
      Rate:
      With
      respect to the Class X Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC II
      Pass-Through Rates for REMIC II Regular Interest LT-IA1, REMIC II Regular
      Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular Interest
      LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest LT-M1,
      REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II
      Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-B1 and
      REMIC II Regular Interest LT-ZZ, with the per annum rate on each such REMIC
      II
      Regular Interest (other than REMIC II Regular Interest LT-ZZ) subject to a
      cap
      equal to the Pass-Through Rate on the Corresponding Certificate for the purpose
      of this calculation; and with the per annum rate on REMIC II Regular Interest
      LT-ZZ subject to a cap of zero for the purpose of this calculation; provided,
      however, that for this purpose, the calculation of the Uncertificated REMIC
      II
      Pass-Through Rate and the related cap with respect to each such REMIC II Regular
      Interest (other than REMIC II Regular Interest LT-ZZ) shall be multiplied by
      a
      fraction, the numerator of which is the actual number of days in the Accrual
      Period and the denominator of which is thirty (30).

     

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

     

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

     

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

     

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

     

    Master
      Servicing Fee Rate:
      0.0140%
      per annum.

     

    Maximum
      Interest Rate:
      With
      respect to any Distribution Date and the related Accrual Period, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Interest Rates of the
      adjustable rate Mortgage Loans and the Mortgage Rates of the fixed rate Mortgage
      Loans in the related Loan Groups as stated in the related Mortgage Notes minus
      the weighted average Expense Fee Rate of the Mortgage Loans in the related
      Loan
      Group. The calculation of the Maximum Interest Rate will be based on a 360-day
      year and the actual number of days elapsed during the related Accrual
      Period.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

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

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of January 31, 2007, between the
      Sponsor, as seller and the Depositor, as purchaser, a form of which is attached
      hereto as Exhibit
      C.

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      original months to maturity;

     

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

     

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

     

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

     

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

     

    (ix)  the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xx)  the
      Mortgage Rate at origination;

     

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

     

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

     

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

     

    (xxiv)  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;

     

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

     

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

     

    (xxvii)  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;

     

    (xxviii)  the
      Appraised Value of the Mortgaged Property;

     

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

     

    (xxx)  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;

     

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

     

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

     

    (xxxiii)  the
      FICO
      score at origination; 

     

    (xxxiv)  the
      related Loan Group; and

     

    (xxxv)  the
      Servicer.

     

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

     

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

     

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

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Funds Cap:
      With
      respect to any Distribution Date and the Senior Certificates and Subordinate
      Certificates, a per annum rate equal to the product of (I)(a) a fraction,
      expressed as a percentage, the numerator of which is the Optimal Interest
      Remittance Amount for such Distribution Date and the denominator of which is
      the
      aggregate Stated Principal Balance of the Mortgage Loans for the immediately
      preceding Distribution Date, minus (b) the sum of (1) any Net Swap Payment
      payable to the Swap Provider on such Distribution Date, and (2) any Swap
      Termination Payment (unless such payment is the result of a Swap Provider
      Trigger Event and to the extent not paid by the Securities Administrator from
      any upfront payment received pursuant to any replacement swap agreement that
      may
      be entered into by the Supplemental Interest Trust Trustee) payable to the
      Swap
      Provider on such Distribution Date, divided by the outstanding aggregate Stated
      Principal Balance of the Mortgage Loans for the immediately preceding
      Distribution Date and (II) 12. The Net Funds Cap will be adjusted to an
      effective rate reflecting the accrual of interest on an actual/360 basis. With
      respect to any Distribution Date and the REMIC III Regular Interests the
      ownership of which is represented by the Class A, Mezzanine, and Class B-1
      Certificates, a per annum rate equal to the weighted average (adjusted for
      the
      actual number of days elapsed in the related Accrual Period) of the
      Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular Interests
      (other than REMIC II Regular Interest LT-IO and REMIC II Regular Interest LT-P),
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      II Regular Interest immediately prior to such Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (i)

            	
              the
                Mortgage Loan identifying number;

            
	 	 
	
              (ii)

            	
              a
                code indicating the type of Prepayment Charge;

            
	 	 
	
              (iii)

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

            
	 	 
	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 
	
              (v)

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

            
	 	 
	
              (vi)

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

            


    

    


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

     

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

     

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

     

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

     

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

     

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

     

    Private
      Certificate:
      Each of
      the Class B-1 Certificates,
      Class X
      Certificates, Class P Certificates and Residual Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated January 30, 2007 relating to the offering of the
      Publicly Offered Certificates.

     

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

     

    PUD:
      A
      planned unit development.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-IA1,
      REMIC
      II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-B1 and
      REMIC II Regular Interest LT-P, in each case as of such date of
      determination.

     

    REMIC
      II Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      0.50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC II Regular
      Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular Interest
      LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2,
      REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
      Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
      LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest LT-M9 and
      REMIC II Regular Interest LT-B1 and the denominator of which is the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-IA1,
      REMIC
      II Regular Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular
      Interest LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Regular Interests:
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-IA1, REMIC II Regular
      Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular Interest
      LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest LT-M1,
      REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II
      Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC
      II Regular Interest LT-ZZ, REMIC II Regular Interest LT-P and REMIC II Regular
      Interest LT-IO.

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-B1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-B1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest LT-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
      REMIC II Overcollateralization Amount, in each case for such Distribution Date,
      over (ii) the Uncertificated Accrued Interest on REMIC II Regular Interest
      LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2,
      REMIC II Regular Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC
      II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular
      Interest LT-B1 for such Distribution Date, with the rate on each such REMIC
      II
      Regular Interest subject to a cap equal to the related Pass-Through
      Rate.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the Certificate Principal Balances of the Senior
      Certificates, in each case, immediately prior to such Distribution Date exceed
      (y) the lesser of (A) the product of (i) 49.00% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

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

     

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

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Servicing
      Fee Rate:
      0.50%
      per annum.

     

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

     

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

     

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

     

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

     

    SPS:
      Select
      Portfolio Servicing, Inc., and any successor thereto appointed under this
      Agreement in connection with the servicing and administration of the SPS
      Mortgage Loans. 

     

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

     

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

     

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

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in February 2010 and (y) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only after taking into account distributions of principal on the
      Mortgage Loans, but prior to any distributions to the holders of the Senior
      Certificates and the Subordinate Certificates on such Distribution Date) is
      greater than or equal to 51.00%.

     

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

     

    Subordinate
      Certificates:
      Shall
      mean, collectively, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1
      Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated as of January 31, 2007, between the
      Supplemental Interest Trust Trustee and the Swap Provider, including any
      schedule, confirmations, credit support annex or other credit support document
      relating thereto, and attached hereto as Exhibit Q.

     

    Swap
      Credit Support Annex:
      The
      credit support annex, dated as of January 31, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement. 

     

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

     

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

     

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

     

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

     

    Targeted
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 3.75% of the
      Aggregate Loan Balance as of the Cut-off Date; with respect to any Distribution
      Date on or after the Stepdown Date and with respect to which a Trigger Event
      is
      not in effect, the greater of (a) 7.50% of the Aggregate Loan Balance for such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Mortgage Loans incurred during the related
      Due Period), or (b) 0.50% of the Aggregate Loan Balance as of the Cut-off Date;
      with respect to any Distribution Date on or after the Stepdown Date with respect
      to which a Trigger Event is in effect, the Targeted Overcollateralization Amount
      for such Distribution Date will be equal to the Targeted Overcollateralization
      Amount for the Distribution Date immediately preceding such Distribution Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Senior
      Certificates and the Subordinate Certificates to zero, the Targeted
      Overcollateralization Amount shall be zero.

     

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

     

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

     

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

     

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

     

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

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if either (i)
      the
      Delinquency Rate as of the last day of the related Due Period exceeds 31.37%
      of
      the Senior Enhancement Percentage for such Distribution Date or (ii) the
      cumulative Realized Losses as a percentage of the original Aggregate Loan
      Balance on the Closing Date for such Distribution Date is greater than the
      percentage set forth in the following table:

     

    
      	
              Range
                Of Distribution Dates

            	 	
              Cumulative
                Loss 

              Percentage

            
	
              February
                2010 - January 2011

            	 	
              3.80%*

            
	
              February
                2011 - January 2012

            	 	
              5.95%*

            
	
              February
                2012 - January 2013

            	 	
              7.70%*

            
	
              February
                2013 - January 2014

            	 	
              8.65%*

            
	
              February
                2014 And Thereafter

            	 	
              8.70%*

            


    

    


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

     

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

     

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

     

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

     

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


     

    With
      respect to REMIC II Regular Interest LT-IO and each Distribution Date listed
      below, the aggregate Uncertificated Principal Balance of the REMIC 1 Regular
      Interests ending with the designation “A” listed below: 

     

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                1 Regular Interests

            
	
              1
                -
                7

            	 	
              I-1-A
                through I-54-A 

            
	
              8

            	 	
              I-2-A
                through I-54-A 

            
	
              9

            	 	
              I-3-A
                through I-54-A 

            
	
              10

            	 	
              I-4-A
                through I-54-A 

            
	
              11

            	 	
              I-5-A
                through I-54-A 

            
	
              12

            	 	
              I-6-A
                through I-54-A 

            
	
              13

            	 	
              I-7-A
                through I-54-A 

            
	
              14

            	 	
              I-8-A
                through I-54-A 

            
	
              15

            	 	
              I-9-A
                through I-54-A 

            
	
              16

            	 	
              I-10-A
                through I-54-A 

            
	
              17

            	 	
              I-11-A
                through I-54-A 

            
	
              18

            	 	
              I-12-A
                through I-54-A 

            
	
              19

            	 	
              I-13-A
                through I-54-A 

            
	
              20

            	 	
              I-14-A
                through I-54-A 

            
	
              21

            	 	
              I-15-A
                through I-54-A 

            
	
              22

            	 	
              I-16-A
                through I-54-A 

            
	
              23

            	 	
              I-17-A
                through I-54-A 

            
	
              24

            	 	
              I-18-A
                through I-54-A 

            
	
              25

            	 	
              I-19-A
                through I-54-A 

            
	
              26

            	 	
              I-20-A
                through I-54-A 

            
	
              27

            	 	
              I-21-A
                through I-54-A 

            
	
              28

            	 	
              I-22-A
                through I-54-A 

            
	
              29

            	 	
              I-23-A
                through I-54-A 

            
	
              30

            	 	
              I-24-A
                through I-54-A 

            
	
              31

            	 	
              I-25-A
                through I-54-A 

            
	
              32

            	 	
              I-26-A
                through I-54-A 

            
	
              33

            	 	
              I-27-A
                through I-54-A 

            
	
              34

            	 	
              I-28-A
                through I-54-A 

            
	
              35

            	 	
              I-29-A
                through I-54-A 

            
	
              36

            	 	
              I-30-A
                through I-54-A 

            
	
              37

            	 	
              I-31-A
                through I-54-A 

            
	
              38

            	 	
              I-32-A
                through I-54-A 

            
	
              39

            	 	
              I-33-A
                through I-54-A 

            
	
              40

            	 	
              I-34-A
                through I-54-A 

            
	
              41

            	 	
              I-35-A
                through I-54-A 

            
	
              42

            	 	
              I-36-A
                through I-54-A 

            
	
              43

            	 	
              I-37-A
                through I-54-A 

            
	
              44

            	 	
              I-38-A
                through I-54-A 

            
	
              45

            	 	
              I-39-A
                through I-54-A 

            
	
              46

            	 	
              I-40-A
                through I-54-A 

            
	
              47

            	 	
              I-41-A
                through I-54-A 

            
	
              48

            	 	
              I-42-A
                through I-54-A 

            
	
              49

            	 	
              I-43-A
                through I-54-A 

            
	
              50

            	 	
              I-44-A
                through I-54-A 

            
	
              51

            	 	
              I-45-A
                through I-54-A 

            
	
              52

            	 	
              I-46-A
                through I-54-A 

            
	
              53

            	 	
              I-47-A
                through I-54-A 

            
	
              54

            	 	
              I-48-A
                through I-54-A 

            
	
              55

            	 	
              I-49-A
                through I-54-A 

            
	
              56

            	 	
              I-50-A
                through I-54-A 

            
	
              57

            	 	
              I-51-A
                through I-54-A 

            
	
              58

            	 	
              I-52-A
                through I-54-A 

            
	
              59

            	 	
              I-53-A
                and I-54-A 

            
	
              60

            	 	
              I-54-A
                

            
	
              thereafter

            	 	
              $0.00

            


    

    


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

     

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

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate of the
      Mortgage Loans. With respect to each REMIC
      I
      Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average Net Mortgage Rate of the
      Mortgage Loans multiplied
      by 2, subject to a maximum rate of 10.60%. With respect to each REMIC I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
      Mortgage Rate the
      Mortgage Loans over (ii) 10.60% and (y) 0.00%. 

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-IA1,
      REMIC II Regular Interest LT-IIA1,
      REMIC
      II Regular Interest LT-IIA2,
      REMIC
      II Regular Interest LT-IIA3,
      REMIC
      II Regular Interest LT-IIA4,
      REMIC
      II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular
      Interest LT-B1 and REMIC II Regular Interest LT-ZZ,
      a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I, the
      Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
      for
      each such Distribution Date, (x) with respect to REMIC I Regular Interests
      ending with the designation “B”, the weighted average of the Uncertificated
      REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on
      the
      basis of the Uncertificated Principal Balance of such REMIC I Regular Interests
      for each such Distribution Date and (y) with respect to REMIC I Regular
      Interests ending with the designation “A”, for each Distribution Date listed
      below, the weighted average of the rates listed below for each such REMIC I
      Regular Interest listed below, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC I Regular Interest for each such
      Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                1 Regular Interest

            	 	
              Rate

            
	
              1
                -
                6

            	 	
              I-1-A
                through I-54-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	
              8

            	 	
              I-2-A
                through I-54-A

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

            
	 	 	
              I-1-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	 	
              I-3-A
                through I-54-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	 	
              I-4-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	 	
              I-5-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	 	
              I-6-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	 	
              I-7-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	 	
              I-8-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	 	
              I-9-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	 	
              I-10-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	 	
              I-11-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	 	
              I-12-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	 	
              I-13-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	 	
              I-14-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	 	
              I-15-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	 	
              I-16-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	 	
              I-17-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	 	
              I-18-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	 	
              I-19-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	 	
              I-20-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	 	
              I-21-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	 	
              I-22-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	 	
              I-23-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	 	
              I-24-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	 	
              I-25-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	 	
              I-26-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	 	
              I-27-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	 	
              I-28-A
                through I-54-A

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

            
	 	 	
              I-1-A
                    through I-27-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	 	
              I-29-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	 	
              I-30-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	 	
              I-31-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	 	
              I-32-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	 	
              I-33-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	 	
              I-34-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	 	
              I-35-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	 	
              I-36-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	 	
              I-37-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	 	
              I-38-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	 	
              I-39-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	 	
              I-40-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	 	
              I-41-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	 	
              I-42-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	 	
              I-43-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	 	
              I-44-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	 	
              I-45-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	 	
              I-46-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	 	
              I-47-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	 	
              I-48-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	 	
              I-49-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	 	
              I-50-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	 	
              I-51-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	 	
              I-52-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	 	
              I-53-A
                and I-54-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	 	
              I-54-A

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-54-A

            	 	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


     

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

     

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

     

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

     

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

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

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

     

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

     

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

     

    The
      aggregate amount of any Net Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among
      REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-IA1, REMIC II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-B1 and
      REMIC I Regular Interest LT-ZZ, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC I Regular Interest.

     

     

    ARTICLE
      II

     

    CONVEYANCE
      OF TRUST FUND


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund and
      the
      Supplemental Interest Trust.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund and the Supplemental
      Interest Trust.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall
      be entitled to exercise all rights of the Depositor under the Mortgage Loan
      Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
      sale, transfer, assignment, set-over, deposit and conveyance does not and is
      not
      intended to result in creation or assumption by the Trustee of any obligation
      of
      the Depositor, the Sponsor or any other Person in connection with the Mortgage
      Loans or any other agreement or instrument relating thereto except as
      specifically set forth herein.

     

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

     

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

     

    The
      Depositor shall deliver or cause to be delivered to the related Servicer copies
      of all trailing documents required to be included in the related Mortgage File
      at the same time the originals or certified copies thereof are delivered to
      the
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office. The Servicers
      shall not be responsible for any custodial fees or other costs incurred in
      obtaining such documents and the Depositor shall cause the Servicers to be
      reimbursed for any such costs the Servicers may incur in connection with
      performing its obligations under this Agreement or the Servicing Agreement,
      as
      applicable.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004), as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) and
      (ii) 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, as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on
      behalf of the Trust understand and agree that it is not intended that any
      mortgage loan be included in the Trust that is a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      as
      defined in the Massachusetts Predatory Home Loan Practices Act, effective
      November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home
      Loan Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
      through 24-9-9).

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

    (a)  Based
      on
      the initial trust receipt received by it from the Custodian pursuant to the
      Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
      of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
      the Mortgage Loan Documents and all other assets included in the definition
      of
“REMIC I” under clauses (i), (ii) (iii), (v) and (vi) (to the extent of amounts
      deposited into the Distribution Account) and declares that it holds (or the
      Custodian on its behalf holds) and will hold such documents and the other
      documents delivered to it constituting a Mortgage Loan Document, and that it
      holds (or the Custodian on its behalf holds) or will hold all such assets and
      such other assets included in the definition of “REMIC I” in trust for the
      exclusive use and benefit of all present and future
      Certificateholders.

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
      supplemented. If the Custodian finds any document constituting part of the
      Mortgage File not to have been executed or received, or to be unrelated to
      the
      Mortgage Loans identified in Exhibit B, the Sponsor shall correct or cure any
      such defect or, if prior to the end of the second anniversary of the Closing
      Date, the Sponsor may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03 or shall deliver to the
      Trustee an Opinion of Counsel to the effect that such defect does not materially
      or adversely affect the interests of the Certificateholders in such Mortgage
      Loan within sixty (60) days from the date of notice from the Custodian of the
      defect and if the Sponsor fails to correct or cure the defect or deliver such
      opinion within such period, the Sponsor will, subject to Section 2.03,
      within ninety (90) days from the notification of the Custodian, purchase such
      Mortgage Loan at the Purchase Price; provided, however, that if such defect
      relates solely to the inability of the Sponsor to deliver the Mortgage,
      assignment thereof to the Custodian, or intervening assignments thereof with
      evidence of recording thereon because such documents have been submitted for
      recording and have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders, the Mortgage Files and will
      execute and deliver or cause to be executed and delivered to the Sponsor, the
      related Servicer and the Trustee, a final trust receipt substantially in the
      form annexed to the Custodial Agreement. In conducting such review, the
      Custodian on the Trustee’s behalf and in accordance with the terms of the
      Custodial Agreement will ascertain whether each document required to be recorded
      has been returned from the recording office with evidence of recording thereon
      and the Custodian on the Trustee’s behalf has received either an original or a
      copy thereof, as required in the Custodial Agreement. If the Custodian finds
      that any document with respect to a Mortgage Loan has not been received, or
      is
      unrelated to the Mortgage Loans identified in Exhibit B or appears to be
      defective on its face, the Custodian shall note such defect in the exception
      report attached the final trust receipt issued pursuant to the Custodial
      Agreement and the Sponsor shall correct or cure any such defect or, if prior
      to
      the end of the second anniversary of the Closing Date, the Sponsor may
      substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
      substitution shall be accomplished in the manner and subject to the conditions
      set forth in Section 2.03 or shall deliver to the Trustee an Opinion of
      Counsel to the effect that such defect does not materially or adversely affect
      the interests of Certificateholders in such Mortgage Loan within 60 days from
      the date of notice from the Trustee of the defect and if the Sponsor is unable
      within such period to correct or cure such defect, or to substitute the related
      Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion,
      the
      Sponsor shall, subject to Section 2.03, within 90 days from the
      notification of the Trustee, purchase such Mortgage Loan at the Purchase Price;
      provided, however, that if such defect relates solely to the inability of the
      Sponsor to deliver the Mortgage, assignment thereof to the Trustee or
      intervening assignments thereof with evidence of recording thereon, because
      such
      documents have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan, if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the related Servicer for deposit in the related
      Custodial Account and shall provide written notice to the Securities
      Administrator detailing the components of the Purchase Price, signed by an
      authorized officer of the Sponsor. Upon receipt of notice of the deposit of
      the
      Purchase Price in the related Custodial Account and upon receipt of a request
      for release (in the form attached to the Custodial Agreement) with respect
      to
      such Mortgage Loan, the Custodian, on behalf of the Trustee, will release to
      the
      Sponsor the related Mortgage File and the Trustee shall execute and deliver
      all
      instruments of transfer or assignment, without recourse, furnished to it by
      the
      Sponsor, as are necessary to vest in the Sponsor title to and rights under
      the
      Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
      which the deposit into the related Custodial Account was made. The Securities
      Administrator shall promptly notify the Rating Agencies of such repurchase.
      The
      obligation of the Sponsor to cure, repurchase or substitute for any Mortgage
      Loan as to which a defect in a constituent document exists shall be the sole
      remedies respecting such defect available to the Certificateholders or to the
      Securities Administrator on their behalf. The Sponsor shall promptly reimburse
      the Securities Administrator for any fees, costs and expenses (including all
      reasonable and documented attorneys fees and expenses) incurred by the
      Securities Administrator in respect of enforcing the remedies for such
      breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of the Servicers, the Sponsor and the Master
      Servicer.

     

    (a)  Equity
      One hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the state of its formation and either it, or one or more Subservicers engaged
      by
      it, is duly authorized and qualified to transact any and all business
      contemplated by this Agreement to be conducted by Equity One in any state in
      which a Mortgaged Property related to an Equity One Mortgage Loan is located
      or
      is otherwise not required under applicable law to effect such qualification
      and,
      in any event, is in compliance with the doing business laws of any such state,
      to the extent necessary to ensure, in each case, the ability of the party
      performing the servicing function to service the Equity One Mortgage Loans
      in
      accordance with the terms of this Agreement and to perform any of Equity One’s
      other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  It,
      or
      one or more Subservicers engaged by it, has the full power and authority to
      service each Equity One Mortgage Loan, and to execute, deliver and perform,
      and
      to enter into and consummate the transactions contemplated by this Agreement
      and
      has duly authorized by all necessary corporate action on its part the execution,
      delivery and performance of this Agreement; and this Agreement, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms, except that (a) the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought and further subject to public policy with
      respect to indemnity and contribution under applicable securities
      law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the Equity
      One
      Mortgage Loans by it and its Subservicers under this Agreement, the consummation
      of any other of the transactions contemplated by this Agreement, and the
      fulfillment of or compliance with the terms hereof are in its ordinary course
      of
      business and will not (A) result in a material breach of any term or provision
      of its charter or by-laws or (B) materially conflict with, result in a material
      breach, violation or acceleration of, or result in a material default under,
      the
      terms of any other material agreement or instrument to which it is a party
      or by
      which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It,
      or
      one or more Subservicers engagaged by it, is an approved servicer of
      conventional mortgage loans for Fannie Mae or Freddie Mac.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Equity One
      Mortgage Loans or to perform any of its other obligations under this Agreement
      in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  Equity
      One has accurately and fully reported, and will continue to accurately and
      fully
      report its borrower credit files to each of the credit repositories in a timely
      manner materially in accordance with the Fair Credit Reporting Act and its
      implementing legislation.

     

    (viii)  Equity
      One is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Equity One Mortgage Loans that are registered with MERS.

     

    (ix)  Equity
      One will not waive any Prepayment Charge with respect to an Equity One Mortgage
      Loan serviced by it unless it is waived in accordance with the standard set
      forth in Section 3.01.

     

    (b)  Ocwen
      hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the state of its formation and is duly authorized and qualified to transact
      any
      and all business contemplated by this Agreement to be conducted by it in any
      state in which a Mortgaged Property related to an Ocwen Mortgage Loan is located
      or is otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any such
      state, to the extent necessary to ensure its ability to service the Ocwen
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  It
      has
      the full power and authority to service each Ocwen Mortgage Loan, and to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, constitutes its legal, valid and
      binding obligation, enforceable against it in accordance with its terms, except
      that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the Ocwen
      Mortgage Loans by it under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its
      organizational documents or (B) materially conflict with, result in a material
      breach, violation or acceleration of, or result in a material default under,
      the
      terms of any other material agreement or instrument to which it is a party
      or by
      which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Ocwen Mortgage
      Loans or to perform any of its other obligations under this Agreement in
      accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  Ocwen
      has
      accurately and fully reported, and will continue to accurately and fully report
      its borrower credit files to each of the credit repositories in a timely manner
      materially in accordance with the Fair Credit Reporting Act and its implementing
      legislation.

     

    (viii)  Ocwen
      is
      a member of MERS in good standing, and will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the Ocwen
      Mortgage Loans that are registered with MERS.

     

    (ix)  Ocwen
      will not waive any Prepayment Charge with respect to an Ocwen Mortgage Loan
      unless it is waived in accordance with the standard set forth in
      Section 3.01.

     

    (c)  SPS
      hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the state of its formation and is duly authorized and qualified to transact
      any
      and all business contemplated by this Agreement to be conducted by it in any
      state in which a Mortgaged Property related to an SPS Mortgage Loan is located
      or is otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any such
      state, to the extent necessary to ensure its ability to service the SPS Mortgage
      Loans in accordance with the terms of this Agreement and to perform any of
      its
      other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  It
      has
      the full power and authority to service each SPS Mortgage Loan, and to execute,
      deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, constitutes its legal, valid and
      binding obligation, enforceable against it in accordance with its terms, except
      that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the SPS
      Mortgage Loans by it under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its charter
      or
      by-laws or (B) materially conflict with, result in a material breach, violation
      or acceleration of, or result in a material default under, the terms of any
      other material agreement or instrument to which it is a party or by which it
      may
      be bound, or (C) constitute a material violation of any statute, order or
      regulation applicable to it of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it; and it is not in breach or
      violation of any material indenture or other material agreement or instrument,
      or in violation of any statute, order or regulation of any court, regulatory
      body, administrative agency or governmental body having jurisdiction over it
      which breach or violation may materially impair its ability to perform or meet
      any of its obligations under this Agreement.

     

    (iv)  It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the SPS Mortgage
      Loans or to perform any of its other obligations under this Agreement in
      accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  SPS
      has
      accurately and fully reported, and will continue to accurately and fully report
      its borrower credit files to each of the credit repositories in a timely manner
      materially in accordance with the Fair Credit Reporting Act and its implementing
      legislation.

     

    (viii)  SPS
      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 SPS
      Mortgage Loans that are registered with MERS.

     

    (ix)  SPS
      will
      not waive any Prepayment Charge with respect to a Mortgage Loan serviced by
      it
      unless it is waived in accordance with the standard set forth in
      Section 3.01.

     

    If
      the
      covenant set forth in Section 2.03(a)(ix), (b)(ix) or (c)(ix) above is
      breached by the related Servicer, such Servicer will pay the amount of such
      waived Prepayment Charge, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the related Custodial Account
      within ninety (90) days of the earlier of discovery by such Servicer or receipt
      of notice by such Servicer of such breach. Notwithstanding the foregoing, or
      anything to the contrary contained in this Agreement, no Servicer shall have
      any
      liability for a waiver of any Prepayment Charge in the event that such
      Servicer’s determination to make such a waiver was made by such Servicer in
      reliance on information properly received by such Servicer from any Person
      in
      accordance with the terms of this Agreement.

     

    (d)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Servicers, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      in any state in which a Mortgaged Property is located or is otherwise not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  The
      Sponsor has the full corporate power and authority to sell each Mortgage Loan,
      and to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on the part of the Sponsor the execution, delivery
      and performance of this Agreement; and this Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Sponsor, enforceable
      against the Sponsor in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Sponsor, the sale of the
      Mortgage Loans by the Sponsor under this Agreement, the consummation of any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which the Sponsor is a party or by which it may be bound, or (C) constitute
      a
      material violation of any statute, order or regulation applicable to the Sponsor
      of any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair the Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller of conventional mortgage loans for Fannie Mae
      or
      Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    (v)  No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Sponsor
      of,
      or compliance by the Sponsor with, this Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Sponsor has obtained the
      same.

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (or a similarly
      classified loan using different terminology under a law imposing heightened
      regulatory scrutiny or additional legal liability for residential mortgage
      loans
      having high interest rates, points and/or fees).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised (attached hereto as Exhibit O) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (e)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(d)(viii), (ix) and (x) and
      Section 8 of the Mortgage Loan Purchase Agreement that materially and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      the party discovering such breach shall give prompt written notice thereof
      to
      the other parties. The Sponsor hereby covenants with respect to the
      representations and warranties set forth in Section 2.03(d)(viii), (ix) and
      (x) and Section 8 of the Mortgage Loan Purchase Agreement, that within
      ninety (90) days of the discovery of a breach of any representation or warranty
      set forth therein that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, it shall cure such breach in all
      material respects and, if such breach is not so cured, (i) prior to the second
      anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
      Loan, in the manner and subject to the conditions set forth in this Section;
      or
      (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
      at
      the Purchase Price in the manner set forth below; provided that any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee of an Opinion of Counsel
      if
      required by Section 2.05 and any such substitution pursuant to (i) above
      shall not be effected prior to the additional delivery to the Custodian of
      a
      request for release in accordance with the Custodial Agreement. The Sponsor
      shall promptly reimburse the Trustee for any expenses reasonably incurred by
      the
      Trustee in respect of enforcing the remedies for such breach. To enable the
      related Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless
      it cures such breach in a timely fashion pursuant to this Section 2.03,
      promptly notify the Trustee whether it intends either to repurchase, or to
      substitute for, the Mortgage Loan affected by such breach. With respect to
      the
      representations and warranties in Section 8 of the Mortgage Loan Purchase
      Agreement that are made to the best of the Sponsor’s knowledge, if it is
      discovered by any of the Depositor, the Sponsor or the Trustee that the
      substance of such representation and warranty is inaccurate and such inaccuracy
      materially and adversely affects the value of the related Mortgage Loan,
      notwithstanding the Sponsor’s lack of knowledge with respect to the substance of
      such representation or warranty, the Sponsor shall nevertheless be required
      to
      cure, substitute for or repurchase the affected Mortgage Loan in accordance
      with
      the foregoing. Notwithstanding the foregoing, any breach of a representation
      or
      warranty contained in clauses (viii), (xxxvii), (xxxix), (xliv), (xlv), (xlvi),
      (xlvii), (xlviii), (xlix), (l), (lv), (lvi), (lvii), (lviii), (lix), (lx),
      (lxi)
      and/or (lxii) of Section 8 of the Mortgage Loan Purchase Agreement shall be
      automatically deemed to materially and adversely affect the interests of the
      Certificateholders.

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2 of the Custodial Agreement. No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Scheduled Payments due with respect to Replacement Mortgage Loans
      in
      the Due Period related to the Distribution Date on which such proceeds are
      to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Sponsor shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The related Servicer shall
      amend the Mortgage Loan Schedule for the benefit of the Certificateholders
      to
      reflect the removal of such Deleted Mortgage Loan and the substitution of the
      Replacement Mortgage Loan or Loans and shall deliver the amended Mortgage Loan
      Schedule to the Trustee, the Master Servicer and the Securities Administrator.
      Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
      to the terms of this Agreement and, with respect to the Wells Fargo Mortgage
      Loans, the Servicing Agreement, in all respects, and the Sponsor shall be deemed
      to have made with respect to such Replacement Mortgage Loan or Loans, as of
      the
      date of substitution, the representations and warranties set forth in
      Section 8 of the Mortgage Loan Purchase Agreement with respect to such
      Mortgage Loan. Upon any such substitution and receipt of notice of the deposit
      into the Custodial Account of the amount required to be deposited therein in
      connection with such substitution as described in the following paragraph and
      receipt by the Custodian of a request for release for such Mortgage Loan in
      accordance with the Custodial Agreement, the Custodian on behalf of the Trustee
      shall release to the Sponsor the Mortgage File relating to such Deleted Mortgage
      Loan and held for the benefit of the Certificateholders and the Trustee shall
      execute and deliver at the Sponsor’s direction such instruments of transfer or
      assignment as have been prepared by the Sponsor, in each case without recourse,
      as shall be necessary to vest in the Sponsor, or its respective designee, title
      to the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant
      to this Section 2.03. Neither the Trustee nor the Custodian shall have any
      further responsibility with regard to such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the related Servicer for deposit in the related Custodial Account
      by
      the Sponsor delivering such Replacement Mortgage Loan on or before the
      Determination Date for the Distribution Date relating to the Prepayment Period
      during which the related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the related Servicer for deposit
      in
      the related Custodial Account, on or before the Determination Date immediately
      following the date on which the Sponsor was required to repurchase such Mortgage
      Loan. The Purchase Price shall be remitted by the related Servicer to the
      Securities Administrator on the Remittance Date occurring in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      Custodial Account. In addition, upon such deposit of the Purchase Price, the
      delivery of an Officer’s Certificate by the Servicer to the Trustee certifying
      that the Purchase Price has been deposited in the related Custodial Account,
      the
      delivery of an Opinion of Counsel if required by Section 2.05 and the
      receipt of a Request for Release, the Trustee shall release the related Mortgage
      File held for the benefit of the related Certificateholders to the Sponsor,
      and
      the Trustee shall execute and deliver at such Person’s direction the related
      instruments of transfer or assignment prepared by the Sponsor, in each case
      without recourse, as shall be necessary to transfer title from the Trustee
      for
      the benefit of the Certificateholders and transfer the Trustee’s interest to the
      Sponsor to any Mortgage Loan purchased pursuant to this Section 2.03. It is
      understood and agreed that the obligation under this Agreement of the Sponsor
      to
      cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
      or is continuing shall constitute the sole remedies against the Sponsor
      respecting such breach available to Certificateholder, the Depositor or the
      Trustee.

     

    (f)  Wells
      Fargo Bank, National Association, in its capacity as Master Servicer and
      Securities Administrator hereby represents, warrants and covenants with the
      Servicers, the Sponsor, the Depositor and the Trustee as follows, as of the
      Closing Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Servicers,
      the Sponsor, the Master Servicer, the Securities Administrator and the Trustee
      as follows, as of the date hereof and as of the Closing Date:

     

    (i)  The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement.

     

    (ii)  The
      Depositor has the full corporate power and authority to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by,
      this
      Agreement and has duly authorized, by all necessary corporate action on its
      part, the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization, execution and delivery hereof by
      the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium
      receivership and other similar laws relating to creditors’ rights generally and
      (ii) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Depositor, the consummation
      of
      the transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Depositor and will not (A) result in a material breach of any term or provision
      of the charter or by-laws of the Depositor or (B) materially conflict with,
      result in a material breach, violation or acceleration of, or result in a
      material default under, the terms of any other material agreement or instrument
      to which the Depositor is a party or by which it may be bound or (C) constitute
      a material violation of any statute, order or regulation applicable to the
      Depositor of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Depositor; and the Depositor is not in breach
      or violation of any material indenture or other material agreement or
      instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it which breach or violation may materially impair the Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
      against the Depositor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Depositor
      to
      perform its obligations under this Agreement in accordance with the terms
      hereof.

     

    (v)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Depositor has obtained the
      same.

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the Custodian for the benefit of the Certificateholders. Upon discovery by
      the
      Depositor, a Servicer, the Master Servicer or the Trustee of a breach of such
      representations and warranties, the party discovering such breach shall give
      prompt written notice to the others and to each Rating Agency.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of REMIC I, REMIC II or REMIC
      III or contributions after the Closing Date, as defined in sections 860F(a)(2)
      and 860G(d) of the Code, respectively or (ii) cause any of REMIC I, REMIC II
      or
      REMIC III to fail to qualify as a REMIC at any time that any Certificates are
      outstanding. Any Mortgage Loan as to which repurchase or substitution was
      delayed pursuant to this paragraph shall be repurchased or the substitution
      therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
      the
      earlier of (a) the occurrence of a default or imminent default with respect
      to
      such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel
      to
      the effect that such repurchase or substitution, as applicable, will not result
      in the events described in clause (i) or clause (ii) of the preceding
      sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the related Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC I, the receipt of which
      is hereby acknowledged. The interests evidenced by the Class R-I Interest,
      together with the REMIC I Regular Interests, constitute the entire beneficial
      ownership interest in REMIC I. The rights of the Holders of the Class R-I
      Interest and REMIC I (as holder of the REMIC I Regular Interests) to receive
      distributions from the proceeds of REMIC I in respect of the Class R-I Interest
      and the REMIC I Regular Interests, respectively, and all ownership interests
      evidenced or constituted by the Class R-I Interest and the REMIC I Regular
      Interests, shall be as set forth in this Agreement.

     

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

     

    (a)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      I Regular Interests for the benefit of the Class R-II Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC I Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-II Interest and REMIC II (as holder of the REMIC I Regular
      Interests). The rights of the Holder of the Class R-II Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests) to receive distributions from the
      proceeds of REMIC II in respect of the Class R-II Interest and the REMIC II
      Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-II Interest and the REMIC II Regular Interests,
      shall
      be as set forth in this Agreement. The Class R-II Interest and the REMIC II
      Regular Interests shall constitute the entire beneficial ownership interest
      in
      REMIC II.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      II Regular Interests for the benefit of the Class R-III Interest and REMIC
      III
      (as holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
      of the REMIC II Regular Interests and declares that it holds and will hold
      the
      same in trust for the exclusive use and benefit of all present and future
      Holders of the Class R-III Interest and REMIC III (as holder of the REMIC II
      Regular Interests). The rights of the Holder of the Class R-III Interest and
      REMIC III (as holder of the REMIC II Regular Interests) to receive distributions
      from the proceeds of REMIC III in respect of the Class R-III Interest and the
      Regular Certificates (other than the Class X and Class P Certificates), the
      Class X Interest, the Class P Interest and the Class IO Interest, respectively,
      and all ownership interests evidenced or constituted by the Class R-III Interest
      and the Regular Certificates (other than the Class X and Class P Certificates),
      the Class X Interest, the Class P Interest and the Class IO Interest, shall
      be
      as set forth in this Agreement. The Class R-III Interest, the Regular
      Certificates (other than the Class X and Class P Certificates), the Class X
      Interest, the Class P Interest and the Class IO Interest shall constitute the
      entire beneficial ownership interest in REMIC III.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      X Interest for the benefit of the Class R-IV Interest and REMIC IV (as holder
      of
      the Class X Interest). The Trustee acknowledges receipt of the Class X Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-IV Interest and
      REMIC IV (as holder of the Class X Interest). The rights of the Holder of the
      Class R-IV Interest and REMIC IV (as holder of the Class X Interest) to receive
      distributions from the proceeds of REMIC IV in respect of the Class R-IV
      Interest, the Class X Certificates, and all ownership interests evidenced or
      constituted by the Class R-IV Interest and the Class X Certificates, shall
      be as
      set forth in this Agreement. The Class R-IV Interest and the Class X
      Certificates shall constitute the entire beneficial ownership interest in REMIC
      IV.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      P Interest for the benefit of the Class R-V Interest and REMIC V (as holder
      of
      the Class P Interest). The Trustee acknowledges receipt of the Class P Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-V Interest and
      REMIC V (as holder of the Class P Interest). The rights of the Holder of the
      Class R-V Interest and REMIC V (as holder of the Class P Interest) to receive
      distributions from the proceeds of REMIC V in respect of the Class R-V Interest,
      the Class P Certificates, and all ownership interests evidenced or constituted
      by the Class R-V Interest and the Class P Certificates, shall be as set forth
      in
      this Agreement. The Class R-V Interest and the Class P Certificates shall
      constitute the entire beneficial ownership interest in REMIC V.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      IO Interest for the benefit of the Class R-VI Interest and REMIC VI (as holder
      of the Class IO Interest). The Trustee acknowledges receipt of the Class IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-VI
      Interest and REMIC VI (as holder of the Class IO Interest). The rights of the
      Holder of the Class R-VI Interest and REMIC VI (as holder of the Class IO
      Interest) to receive distributions from the proceeds of REMIC VI in respect
      of
      the Class R-VI Interest, the REMIC VI Regular Interest IO Certificates, and
      all
      ownership interests evidenced or constituted by the Class R-VI Interest and
      the
      REMIC VI Regular Interest IO Certificates, shall be as set forth in this
      Agreement. The Class R-VI Interest and the REMIC VI Regular Interest IO
      Certificates shall constitute the entire beneficial ownership interest in REMIC
      VI.

     

    Section
      2.08  Issuance
      of Class R Certificates and Class R-X Certificates.

     

    (a)  The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and
      the REMIC II Regular Interests and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R
      Certificates in authorized denominations. 

     

    (b)  The
      Trustee acknowledges the assignment to it of the Class X Interest, Class P
      Interest and Class IO Interest and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R-X
      Certificates in authorized denominations.

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2007-2” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding, and this Section 2.10 may not be amended,
      without the consent of the Certificateholders evidencing 51% or more of the
      aggregate voting rights of the Certificates.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  Servicers
      to act as Servicers of the Mortgage Loans.

     

    The
      obligations of Ocwen hereunder to service and administer the Mortgage Loans
      shall be limited to the Ocwen Mortgage Loans, and with respect to the duties
      and
      obligations of Ocwen, references herein to the related Mortgage Loans shall
      be
      limited to the Ocwen Mortgage Loans. The obligations of Equity One hereunder
      to
      service and administer the Mortgage Loans shall be limited to the Equity One
      Mortgage Loans, and with respect to the duties and obligations of Equity One,
      references herein to the related Mortgage Loans shall be limited to the Equity
      One Mortgage Loans. The obligations of SPS hereunder to service and administer
      the Mortgage Loans shall be limited to the SPS Mortgage Loans, and with respect
      to the duties and obligations of SPS, references herein to the related Mortgage
      Loans shall be limited to the SPS Mortgage Loans. The Wells Fargo Mortgage
      Loans
      will be serviced and administered by Wells Fargo pursuant to the terms and
      provisions of the Servicing Agreement, and none of Ocwen, Equity One or SPS
      will
      have any responsibility to service or administer the Wells Fargo Mortgage Loans
      or have any other obligation or liability with respect to the Wells Fargo
      Mortgage Loans. In addition, Wells Fargo shall have no obligation to service
      and
      administer the Wells Fargo Mortgage Loans in accordance with this Agreement
      and
      therefore, references to the “related Servicer” and the “related Mortgage Loans”
in this Agreement which describe the servicing and administration of Mortgage
      Loans by a Servicer will not include Wells Fargo or the Wells Fargo Mortgage
      Loans.

     

    Each
      Servicer shall service and administer the related Mortgage Loans on behalf
      of
      the Trust Fund and in the best interest of and for the benefit of the
      Certificateholders (as determined by such Servicer in its reasonable judgment)
      in accordance with the terms of this Agreement and the Mortgage Loans and to
      the
      extent consistent with such terms and in accordance with and exercising the
      same
      care in performing those practices that such Servicer customarily employs and
      exercises in servicing and administering mortgage loans for its own account
      and
      of the same type as such Mortgage Loans in the jurisdiction where the related
      Mortgaged Property is located (including, compliance with all applicable
      federal, state and local laws).

     

    To
      the
      extent consistent with the foregoing, each Servicer shall seek the timely and
      complete recovery of principal and interest on the Mortgage Notes related to
      the
      Mortgage Loans and shall waive a Prepayment Charge only under the following
      circumstances: (i) such waiver is standard and customary in servicing similar
      mortgage loans and (ii) either (A) such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of the
      related Servicer, maximize recovery of total proceeds taking into account the
      value of such Prepayment Charge and the related Mortgage Loan and, if such
      waiver is made in connection with a refinancing of the related Mortgage Loan,
      such refinancing is related to a default or a reasonably foreseeable default
      or
      (B) such waiver is made in connection with a refinancing of the related Mortgage
      Loan unrelated to a default or a reasonably foreseeable default where (x) the
      related Mortgagor has stated to the related Servicer an intention to refinance
      the related Mortgage Loan and (y) the related Servicer has concluded in its
      reasonable judgment that the waiver of such Prepayment Charge would induce
      such
      Mortgagor to refinance with such Servicer, (iii) the related Servicer reasonably
      believes such Prepayment Charge is unenforceable in accordance with applicable
      law or the collection of such related Prepayment Charge would otherwise violate
      applicable law or (iv) the related Servicer has not been provided with
      information sufficient to enable it to collect the Prepayment Charge. If a
      Prepayment Charge is waived as permitted by meeting both of the standards
      described in clauses (i) and (ii)(B) above, then the related Servicer is
      required to pay the amount of such waived Prepayment Charge (the “Servicer
      Prepayment Charge Payment Amount”), for the benefit of the Holders of the Class
      P Certificates, by depositing such amount into the related Custodial Account
      within ninety (90) days of notice or discovery of such waiver meeting the
      standard set forth in both clauses (i) and (ii)(B) above; provided, however,
      that the related Servicer shall not waive more than five-percent (5%) of the
      Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment
      Charge Schedule in accordance with clauses (i) and (ii)(B) above.
      Notwithstanding any other provisions of this Agreement, any payments made by
      a
      Servicer in respect of any waived Prepayment Charges pursuant to clauses (i)
      and
      (ii)(B) above and the preceding sentence shall be deemed to be paid outside
      of
      the Trust Fund.

     

    Subject
      only to the above-described applicable servicing standards (the “Accepted
      Servicing Practices”) and the terms of this Agreement and of the respective
      Mortgage Loans, each Servicer shall have full power and authority, acting alone
      and/or through subservicers as provided in Section 3.03, to do or cause to
      be done any and all things that it may deem necessary or desirable in connection
      with such servicing and administration, including but not limited to, the power
      and authority, subject to the terms hereof (i) to execute and deliver, on behalf
      of the Certificateholders and the Trustee, customary consents or waivers and
      other instruments and documents, (ii) to consent to transfers of any related
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
      (but only in the manner provided herein), (iii) to collect any Insurance
      Proceeds and other Liquidation Proceeds, and (iv) subject to Section 3.09,
      to effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan serviced by such Servicer.

     

    Without
      limiting the generality of the foregoing, each Servicer, in its own name or
      in
      the name of the Trust, the Depositor or the Trustee, is hereby authorized and
      empowered by the Trust, the Depositor and the Trustee, when such Servicer
      believes it appropriate in its reasonable judgment, to execute and deliver,
      on
      behalf of the Trustee, the Depositor, the Certificateholders or any of them,
      any
      and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge and all other comparable instruments, with respect to
      the
      related Mortgage Loans, and with respect to the related Mortgaged Properties
      held for the benefit of the Certificateholders. Each Servicer shall prepare
      and
      deliver to the Depositor and/or the Trustee such documents requiring execution
      and delivery by any or all of them as are necessary or appropriate to enable
      such Servicer to service and administer the related Mortgage Loans. Upon receipt
      of such documents, the Depositor and/or the Trustee shall execute such documents
      and deliver them to the related Servicer. In addition, the Trustee shall
      execute, at the written request of a Servicer, and furnish to such Servicer
      any
      special or limited powers of attorney in the form of Exhibit
      S
      hereto
      applicable to all locations in which the Mortgaged Properties are located and
      other documents necessary or appropriate to enable the related Servicer to
      carry
      out its servicing and administrative duties hereunder, provided such limited
      powers of attorney or other documents shall be prepared by the related Servicer
      and submitted to the Trustee for review prior to execution. Notwithstanding
      anything to the contrary herein, the Trustee shall in no way be liable or
      responsible for the willful malfeasance of a Servicer, or for the wrongful
      or
      negligent actions taken by such Servicer, while such Servicer is acting pursuant
      to the powers granted to it in this paragraph.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      each Servicer shall advance or cause to be advanced funds as necessary for
      the
      purpose of effecting the payment of taxes and assessments on the Mortgaged
      Properties relating to the Mortgage Loans serviced by such Servicer in order
      to
      preserve the lien on the Mortgaged Property, which advances shall be
      reimbursable in the first instance from related collections from the Mortgagors
      pursuant to Section 3.27, and further as provided in Section 3.32. All
      costs incurred by a Servicer, if any, in effecting the payments of such taxes
      and assessments on the related Mortgaged Properties and related insurance
      premiums shall not, for the purpose of calculating monthly distributions to
      the
      Certificateholders, be added to the Stated Principal Balance under the related
      Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
      

     

    Section
      3.02  Due-on-Sale
      Clauses; Assumption Agreements.

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the related Servicer shall
      to
      the extent that it has knowledge of such conveyance, enforce any due-on-sale
      clause contained in the related Mortgage Note or Mortgage, to the extent
      permitted under applicable law and governmental regulations, but only to the
      extent that such enforcement will not adversely affect or jeopardize coverage
      under any Required Insurance Policy. Notwithstanding the foregoing, no Servicer
      shall be required to exercise such rights with respect to a Mortgage Loan
      serviced by such Servicer if the Person to whom the related Mortgaged Property
      has been conveyed or is proposed to be conveyed satisfies the terms and
      conditions contained in the Mortgage Note and Mortgage related thereto and
      the
      consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise
      so required under such Mortgage Note or Mortgage as a condition to such
      transfer. In the event that a Servicer is prohibited by law from enforcing
      any
      such due-on-sale clause, or if coverage under any Required Insurance Policy
      would be adversely affected, or if nonenforcement is otherwise permitted
      hereunder, such Servicer is authorized, subject to Section 3.02(b), to take
      or enter into an assumption and modification agreement from or with the person
      to whom such property has been or is about to be conveyed, pursuant to which
      such person becomes liable under the Mortgage Note and, unless prohibited by
      applicable state law, the Mortgagor remains liable thereon, provided that the
      related Mortgage Loan shall continue to be covered (if so covered before the
      related Servicer enters into such an agreement) by the applicable Required
      Insurance Policies. With respect to any Mortgage Loan, the related Servicer,
      subject to Section 3.02(b), is also authorized with the prior approval of
      the insurers under any Required Insurance Policies to enter into a substitution
      of liability agreement with such Person, pursuant to which the original
      Mortgagor is released from liability and such Person is substituted as Mortgagor
      and becomes liable under the Mortgage Note. Notwithstanding the foregoing,
      the
      related Servicer shall not be deemed to be in default under this
      Section 3.02(a) by reason of any transfer or assumption that it reasonably
      believes it is restricted by law from preventing.

     

    (b)  Subject
      to a Servicer’s duty to enforce any due-on-sale clause to the extent set forth
      in Section 3.02(a), in any case in which a Mortgaged Property has been
      conveyed to a Person by a Mortgagor, and such Person is to enter into an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, such Servicer shall prepare and deliver
      or cause to be prepared and delivered to the Trustee for signature and shall
      direct, in writing, the Trustee to execute the assumption agreement with the
      Person to whom the Mortgaged Property is to be conveyed and such modification
      agreement or supplement to the Mortgage Note or Mortgage or other instruments
      as
      are reasonable or necessary to carry out the terms of the Mortgage Note or
      Mortgage or otherwise to comply with any applicable laws regarding assumptions
      or the transfer of the Mortgaged Property to such Person. In connection with
      any
      such assumption, no material term of the Mortgage Note (including, but not
      limited to, the Mortgage Rate, the amount of the Scheduled Payment, the Index,
      Gross Margin, Periodic Rate Cap, Adjustment Date, Maximum Interest Rate or
      Minimum Mortgage Interest Rate, and any other term affecting the amount or
      timing of payment on the related Mortgage Loan) may be changed. In addition,
      the
      substitute Mortgagor and the Mortgaged Property must be acceptable to the
      Servicer in accordance with the servicing standard set forth in
      Section 3.01. The related Servicer shall notify the Trustee that any such
      substitution or assumption agreement has been completed by forwarding to the
      Custodian the original of such substitution or assumption agreement, which
      in
      the case of the original shall be added to the related Mortgage File and shall,
      for all purposes, be considered a part of such Mortgage File to the same extent
      as all other documents and instruments constituting a part thereof. Any fee
      collected by a Servicer for entering into an assumption or substitution of
      liability agreement will be retained by such Servicer as additional servicing
      compensation.

     

    Section
      3.03  Subservicers.

     

    Each
      Servicer shall perform all of its servicing responsibilities hereunder or may
      cause a Subservicer to perform any such servicing responsibilities on its
      behalf, but the use by a Servicer of a Subservicer shall not release such
      Servicer from any of its obligations hereunder with respect to the related
      Mortgage Loans. Any subservicing arrangement and the terms of the related
      Subservicing Agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated hereunder
      and
      the related Servicer shall cause any Subservicer to comply with the provisions
      of this Agreement (including, without limitation, to provide the information
      required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the
      same
      extent as if such Subservicer were the Servicer. Each Subservicer shall be
      (i)
      authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Each Servicer shall promptly, upon request,
      provide to the Master Servicer and the Depositor a written description (in
      form
      and substance reasonably satisfactory to the Master Servicer and the Depositor)
      of the role and function of each Subservicer utilized by such Servicer,
      specifying (i) the identity of each such Subservicer, (ii) which (if any) of
      such Subservicer are “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
      Criteria will be addressed in assessments of compliance provided by each
      Subservicer identified pursuant to clause (ii) of this subsection; provided,
      however, no Servicer shall be required to provide the information in clause
      (i)
      or (ii) of this subsection until such time that the applicable assessment of
      compliance is due in accordance with Section 3.14 of this Agreement. Each
      Servicer shall be responsible for obtaining from each Subservicer engaged by
      it
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification required to be delivered by such Subservicer under Sections 3.13,
      3.14 and 3.18, in each case, as and when required to be delivered. Each Servicer
      shall pay all fees of any Subservicers engaged by it from its own
      funds.

     

    Notwithstanding
      the foregoing, with respect to the related Mortgage Loans, the related Servicer
      shall be entitled to outsource one or more separate servicing functions to
      any
      Person that does not meet the eligibility requirements for a Subservicer (each
      such Person, a “Subcontractor”), so long as such outsourcing does not constitute
      the delegation of such Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      related Servicer shall promptly, upon request, provide to the Master Servicer,
      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 such Servicer,
      specifying (i) the identity of each such Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB and (ii)
      which elements of the Servicing Criteria will be addressed in assessments of
      compliance provided by each such Subcontractor identified pursuant to clause
      (i)
      of this subsection. In such event, the use by a Servicer of any such
      Subcontractor shall not release such Servicer from any of its obligations
      hereunder and such Servicer shall remain responsible hereunder for all acts
      and
      omissions of such Subcontractor as fully as if such acts and omissions were
      those of such Servicer, and such Servicer shall pay all fees and expenses of
      the
      Subcontractor from such Servicer’s own funds.

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, each Servicer shall cause any such Subcontractor used by it
      for
      the benefit of the Master Servicer and the Depositor to comply with the
      provisions of Sections 3.13, 3.14 and 3.18 of this Agreement to the same extent
      as if such Subcontractor were such Servicer. Each Servicer shall be responsible
      for obtaining from each Subcontractor engaged by it and delivering to the Master
      Servicer, the Trustee and any Depositor any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification required to be delivered by such Subcontractor under Sections
      3.13, 3.14 and 3.18, in each case as and when required to be
      delivered.

     

    At
      the
      cost and expense of the related Servicer, without any right of reimbursement
      from its Custodial Account, such Servicer shall be entitled to terminate the
      rights and responsibilities of a Subservicer or Subcontractor and arrange for
      any servicing responsibilities to be performed by a successor Subservicer or
      Subcontractor; provided, however, that nothing contained herein shall be deemed
      to prevent or prohibit a Servicer, at its option, from electing to service
      the
      related Mortgage Loans itself. In the event that a Servicer’s responsibilities
      and duties under this Agreement are terminated pursuant to Section 8.01,
      such Servicer shall at its own cost and expense terminate the rights and
      responsibilities of each Subservicer and Subcontractor with respect to the
      related Mortgage Loans effective as of the date of such Servicer’s termination.
      Each Servicer shall pay all fees, expenses or penalties necessary in order
      to
      terminate the rights and responsibilities of each Subservicer and Subcontractor
      from such Servicer’s own funds without reimbursement from the Trust
      Fund.

     

    Notwithstanding
      the foregoing, no Servicer shall be relieved of its obligations hereunder with
      respect to the related Mortgage Loans and shall be obligated to the same extent
      and under the same terms and conditions as if it alone were servicing and
      administering the related Mortgage Loans. Each Servicer shall be entitled to
      enter into an agreement with a Subservicer or Subcontractor, as applicable,
      engaged by it for indemnification of such Servicer by the Subservicer or
      Subcontractor, as applicable, and nothing contained in this Agreement shall
      be
      deemed to limit or modify such indemnification.

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer or Subcontractor shall be deemed to
      be
      between such Subservicer or Subcontractor and the related Servicer alone, and
      neither the Master Servicer nor the Trustee shall have any obligations, duties
      or liabilities with respect to such Subservicer or Subcontractor including
      any
      obligation, duty or liability of Master Servicer or the Trustee to pay such
      Subservicer’s or Subcontractor’s fees and expenses. For purposes of remittances
      to the Securities Administrator pursuant to this Agreement, a Servicer shall
      be
      deemed to have received a payment on a Mortgage Loan serviced by such Servicer
      when a Subservicer or Subcontractor has received such payment.

     

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

     

    Notwithstanding
      any other provisions of this Agreement, each Servicer shall transmit to the
      Trustee as required by this Agreement all documents and instruments in respect
      of a Mortgage Loan serviced by such Servicer coming into the possession of
      such
      Servicer from time to time and shall account fully to the Securities
      Administrator for any funds received by such Servicer or that otherwise are
      collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in
      respect of any such Mortgage Loan. All Mortgage Files and funds collected or
      held by, or under the control of, a Servicer in respect of any Mortgage Loans
      serviced by such Servicer, whether from the collection of principal and interest
      payments or from Liquidation Proceeds, including but not limited to, any funds
      on deposit in the related Custodial Account, shall be held by such Servicer
      for
      and on behalf of the Trustee and shall be and remain the sole and exclusive
      property of the Trustee, subject to the applicable provisions of this Agreement.
      Each Servicer also agrees that it shall not create, incur or subject any
      Mortgage File or any funds that are deposited in the related Custodial Account,
      the Distribution Account or in any Escrow Account, or any funds that otherwise
      are or may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment or other encumbrance, or assert by legal action or otherwise
      any
      claim or right of set off against any Mortgage File or any funds collected
      on,
      or in connection with, a related Mortgage Loan, except, however, that the
      related Servicer shall be entitled to set off against and deduct from any such
      funds any amounts that are properly due and payable to it under this
      Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

    (a)  Each
      Servicer shall cause to be maintained for each related Mortgage Loan hazard
      insurance with extended coverage on the Mortgaged Property in an amount which
      is
      at least equal to the lesser of (i) the Stated Principal Balance of such
      Mortgage Loan and (ii) the amount necessary to fully compensate for any damage
      or loss to the improvements that are a part of such property on a replacement
      cost basis, in each case in an amount not less than such amount as is necessary
      to avoid the application of any coinsurance clause contained in the related
      hazard insurance policy. Each Servicer shall also cause to be maintained hazard
      insurance with extended coverage on each related REO Property in an amount
      which
      is at least equal to the lesser of (i) the maximum insurable value of the
      improvements which are a part of such REO Property and (ii) the Stated Principal
      Balance of the related Mortgage Loan at the time it became an REO Property.
      Each
      Servicer will comply in the performance of this Agreement with all reasonable
      rules and requirements of each insurer under any such hazard policies. Any
      amounts collected by a Servicer under any such policies (other than amounts
      to
      be applied to the restoration or repair of the property subject to the related
      Mortgage or amounts to be released to the Mortgagor in accordance with the
      procedures that such Servicer would follow in servicing loans held for its
      own
      account, subject to the terms and conditions of the related Mortgage and
      Mortgage Note and in accordance with the servicing standard set forth in
      Section 3.01) shall be deposited in the related Custodial Account, subject
      to withdrawal pursuant to Section 3.27. Any cost incurred by a Servicer in
      maintaining any such insurance shall not, for the purpose of calculating
      distributions to Certificateholders, be added to the Stated Principal Balance
      of
      the related Mortgage Loan, notwithstanding that the terms of such Mortgage
      Loan
      so permit. It is understood and agreed that no earthquake or other additional
      insurance is to be required of any Mortgagor other than pursuant to such
      applicable laws and regulations as shall at any time be in force and as shall
      require such additional insurance. If a Mortgaged Property or REO Property
      is at
      any time in an area identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards and flood insurance has been
      made available, the related Servicer shall cause to be maintained a flood
      insurance policy in respect thereof. Such flood insurance shall be in an amount
      equal to the lesser of (i) the Stated Principal Balance of the related Mortgage
      Loan and (ii) the maximum amount of such insurance available for the related
      Mortgaged Property under the national flood insurance program (assuming that
      the
      area in which such Mortgaged Property is located is participating in such
      program).

     

    In
      the
      event that a Servicer shall obtain and maintain a blanket policy with an insurer
      having a General Policy Rating of B:VI or better in Best’s Key Rating Guide (or
      such other rating that is comparable to such rating) insuring against hazard
      losses on all of the related Mortgage Loans, it shall conclusively be deemed
      to
      have satisfied its obligations as set forth in the first two sentences of this
      Section 3.05, it being understood and agreed that such policy may contain a
      deductible clause, in which case such Servicer shall, in the event that there
      shall not have been maintained on the related Mortgaged Property or REO Property
      a policy complying with the first two sentences of this Section 3.05, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the related Custodial Account from its own funds the amount
      not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as administrator and servicer of
      the
      related Mortgage Loans, each Servicer agrees to prepare and present, on behalf
      of itself, the Trustee and Certificateholders, claims under any such blanket
      policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b)  Each
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of its obligations under this Agreement, which policy or policies
      shall be in such form and amount that would meet the requirements of Fannie
      Mae
      or Freddie Mac if it were the purchaser of the Mortgage Loans, unless such
      Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
      Mac. Each Servicer shall provide the Master Servicer, upon request, with copies
      of such insurance policies and fidelity bond (or waiver thereof). Each Servicer
      shall also maintain a fidelity bond in the form and amount that would meet
      the
      requirements of Fannie Mae or Freddie Mac, unless such Servicer has obtained
      a
      waiver of such requirements from Fannie Mae or Freddie Mac. Each Servicer shall
      be deemed to have complied with this provision if one of its Affiliates has
      such
      errors and omissions and fidelity bond coverage and, by the terms of such
      insurance policy or fidelity bond, the coverage afforded thereunder extends
      to
      the Servicer. Any such errors and omissions policy and fidelity bond shall
      by
      its terms not be cancelable without thirty (30) days’ prior written notice to
      the Master Servicer. Each Servicer shall also cause its subservicers to maintain
      a policy of insurance covering errors and omissions and a fidelity bond which
      would meet such requirements.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    Each
      Servicer shall prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the applicable Insurance Policies and take
      such reasonable actions (including the negotiation, settlement, compromise
      or
      enforcement of the insured’s claim) as shall be necessary to permit recovery
      under such Insurance Policies. Any proceeds disbursed to a Servicer in respect
      of such Insurance Policies shall, within two Business Days of its receipt,
      be
      deposited in the related Custodial Account, except that any amounts realized
      that are to be applied to the repair or restoration of the related Mortgaged
      Property as a condition precedent to the presentation of claims on the related
      Mortgage Loan to the insurer under any applicable Insurance Policy need not
      be
      so deposited (or remitted). Notwithstanding any provision to the contrary,
      no
      Servicer shall have any responsibility to a primary mortgage insurance policy
      unless it has been made aware of such policy, as reflected on the Mortgage
      Loan
      Schedule or otherwise and has been provided with adequate information to
      administer such policy.

     

    Section
      3.07  Maintenance
      of Insurance Policies.

     

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

     

    Section
      3.08  Reserved.

     

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

     

    (a)  Each
      Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
      convert the ownership of properties securing such of the related Mortgage Loans
      as come into and continue in default and as to which no satisfactory
      arrangements can be made for collection of delinquent payments. In connection
      with such foreclosure or other conversion, the related Servicer shall follow
      such practices and procedures as it shall deem necessary or advisable and as
      shall be normal and usual in its general mortgage servicing activities and
      the
      requirements of the insurer under any Required Insurance Policy; provided that
      the related Servicer shall not be required to expend its own funds in connection
      with any foreclosure or towards the restoration of any property unless it shall
      determine (i) that such restoration and/or foreclosure will increase the
      proceeds of liquidation of the related Mortgage Loan after reimbursement to
      itself of such expenses and (ii) that such expenses will be recoverable to
      it
      through Liquidation Proceeds (respecting which it shall have priority for
      purposes of withdrawals from the related Custodial Account). If a Servicer
      reasonably believes that Liquidation Proceeds with respect to any such Mortgage
      Loan would not be increased as a result of such foreclosure or other action,
      such Mortgage Loan will be charged-off and will become a Liquidated Loan. Each
      Servicer will give notice of any such charge-off to the Securities
      Administrator. Each Servicer shall be responsible for all other costs and
      expenses incurred by it in any such proceedings; provided that such costs and
      expenses shall be Servicing Advances and that it shall be entitled to
      reimbursement thereof from the proceeds of liquidation of the related Mortgaged
      Property, as contemplated in Section 3.27. If a Servicer has knowledge that
      a Mortgaged Property that it is contemplating acquiring in foreclosure or by
      deed-in-lieu of foreclosure is located within a one-mile radius of any site
      with
      environmental or hazardous waste risks known to it, such Servicer shall, prior
      to acquiring the Mortgaged Property, consider such risks and only take action
      in
      accordance with its established environmental review procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders (or the
      Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
      be placed on the title to such REO Property solely as the Trustee hereunder
      and
      not in its individual capacity. The related Servicer shall ensure that the
      title
      to such REO Property references this Agreement and the Trustee’s capacity
      hereunder. Pursuant to its efforts to sell such REO Property, the related
      Servicer shall either itself, or through an agent selected by it, protect and
      conserve such REO Property in the same manner and to such extent as is customary
      in the locality where such REO Property is located and may, incident to its
      conservation and protection of the interests of the Certificateholders, rent
      the
      same, or any part thereof, as the related Servicer deems to be in the best
      interest of the related Servicer and the Certificateholders for the period
      prior
      to the sale of such REO Property. Each Servicer shall prepare for and deliver
      to
      the Securities Administrator a statement with respect to each REO Property
      that
      has been rented showing the aggregate rental income received and all expenses
      incurred in connection with the management and maintenance of such REO Property
      at such times as is necessary to enable the Securities Administrator to comply
      with the reporting requirements of the REMIC Provisions. The net monthly rental
      income, if any, from such REO Property shall be deposited in the related
      Custodial Account no later than the close of business on each Determination
      Date. Each Servicer shall perform the tax reporting and withholding related
      to
      foreclosures, abandonments and cancellation of indebtedness income as specified
      by Sections 6050H, 6050J and 6050P of the Code by preparing and filing such
      tax
      and information returns, as may be required.

     

    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the Servicer shall dispose of such Mortgaged Property prior to three years
      after
      its acquisition by the Trust Fund or, at the expense of the Trust Fund, request
      from the Internal Revenue Service more than 60 days prior to the day on which
      such three-year period would otherwise expire, an extension of the three-year
      grace period. The Trustee and the Securities Administrator shall be supplied
      with an Opinion of Counsel (such opinion not to be an expense of the Trustee,
      the Securities Administrator or the Trust Fund) to the effect that the holding
      by the Trust Fund of such Mortgaged Property subsequent to such three-year
      period will not result in the imposition of taxes on “prohibited transactions”
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in
      section 860F of the Code or cause either REMIC I, REMIC II, REMIC III, REMIC
      IV,
      REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any
      Certificates are outstanding, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property (subject to any conditions contained in such Opinion
      of
      Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged
      Property acquired by the Trust Fund shall be rented (or allowed to continue
      to
      be rented) or otherwise used for the production of income by or on behalf of
      the
      Trust Fund in such a manner or pursuant to any terms that would (i) cause such
      Mortgaged Property to fail to qualify as “foreclosure property” within the
      meaning of section 860G(a)(8) of the Code or (ii) subject either REMIC I, REMIC
      II, REMIC III, REMIC IV, REMIC V or REMIC VI to the imposition of any federal,
      state or local income taxes on the income earned from such Mortgaged Property
      under section 860G(c) of the Code or otherwise, unless the Servicer has agreed
      to indemnify and hold harmless the Trust Fund with respect to the imposition
      of
      any such taxes.

     

    The
      decision of a Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by such Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a proceeding.
      The income earned from the management of any Mortgaged Properties acquired
      through foreclosure or other judicial proceeding, net of reimbursement to the
      related Servicer for expenses incurred (including any property or other taxes)
      in connection with such management and net of unreimbursed Servicing Fees,
      unreimbursed Master Servicing Fees, Advances, Servicing Advances and any
      management fee paid or to be paid with respect to the management of such
      Mortgaged Property, shall be applied to the payment of principal of, and
      interest on, the defaulted Mortgage Loans (with interest accruing as though
      such
      Mortgage Loans were still current) and all such income shall be deemed, for
      all
      purposes in the Agreement, to be payments on account of principal and interest
      on the related Mortgage Notes and shall be deposited into the related Custodial
      Account. To the extent the income received during a Prepayment Period is in
      excess of the amount attributable to amortizing principal and accrued interest
      at the related Mortgage Rate on the related Mortgage Loan, such excess shall
      be
      considered to be a partial Principal Prepayment for all purposes
      hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the related Servicer as provided above, shall be deposited in the related
      Custodial Account on the next succeeding Determination Date following receipt
      thereof for distribution on the related Distribution Date, except that any
      Excess Liquidation Proceeds shall be retained by the related Servicer as
      additional servicing compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of Liquidation Proceeds or any income from an REO Property,
      shall be applied in the following order of priority: first, to reimburse the
      Servicer for any related unreimbursed Servicing Advances and Servicing Fees,
      pursuant to Section 3.27 or this Section 3.09; second, to reimburse
      the Servicer for any unreimbursed Advances, pursuant to Section 3.27 or
      this Section 3.09; third, to accrued and unpaid interest (to the extent no
      Advance has been made for such amount) on the Mortgage Loan or related REO
      Property, at the Net Mortgage Rate to the first day of the month in which such
      amounts are required to be distributed; and fourth, as a recovery of principal
      of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, each Servicer shall determine the respective aggregate
      amounts of Excess Liquidation Proceeds and Realized Losses, if any, with respect
      to any Mortgage Loan serviced by it for the related Prepayment Period and report
      the same to the Securities Administrator pursuant to Section 3.28.

     

    (c)  No
      Servicer has any intent to foreclose on any Mortgage Loan based on the
      delinquency characteristics as of the Closing Date; provided, however, that
      the
      foregoing does not prevent a Servicer from initiating foreclosure proceedings
      on
      any date hereafter if the facts and circumstances of such Mortgage Loans,
      including delinquency characteristics, in such Servicer’s discretion so warrant
      such action.

     

    Section
      3.10  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, each Servicer shall be entitled
      to
      retain or withdraw from the related Custodial Account out of each payment of
      interest on each Mortgage Loan serviced by it included in the Trust Fund an
      amount equal to the Servicing Fee. In addition, each Servicer shall be entitled
      to recover any unpaid Servicing Fees payable to it out of Liquidation Proceeds,
      Insurance Proceeds or condemnation proceeds related to the Mortgage Loans
      serviced by the Servicer to the extent permitted by
      Section 3.27.

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, Prepayment Interest Excess, if applicable, assumption
      fees, late payment charges, insufficient funds charges and ancillary income
      to
      the extent such fees or charges are received by the related Servicer, all income
      and gain net of any losses realized from Permitted Investments with respect
      to
      funds in or credited to the related Custodial Account shall be retained by
      the
      related Servicer to the extent not required to be deposited in the related
      Custodial Account pursuant to Section 3.27. Each Servicer shall be required
      to pay all expenses incurred by it in connection with its servicing activities
      hereunder (including payment of any premiums for hazard insurance, as required
      by Section 3.05 and maintenance of the other forms of insurance coverage
      required by Section 3.07 and shall not be entitled to reimbursement
      therefor except as specifically provided herein.

     

    Section
      3.11  REO
      Property.

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the related Certificateholders. The
      related Servicer shall sell any REO Property as expeditiously as possible and
      in
      accordance with the provisions of this Agreement. Pursuant to its efforts to
      sell such REO Property, the related Servicer shall protect and conserve such
      REO
      Property in the manner and to the extent required herein, in accordance with
      the
      REMIC Provisions.

     

    (b)  Each
      Servicer shall deposit all funds collected and received in connection with
      the
      operation of any REO Property into the related Custodial Account. 

     

    (c)  The
      related Servicer, upon the final disposition of any REO Property, shall be
      entitled to reimbursement for any related unreimbursed Advances, unreimbursed
      Servicing Advances or Servicing Fees from Liquidation Proceeds received in
      connection with the final disposition of such REO Property; provided, that
      any
      such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
      Fees may be reimbursed or paid, as the case may be, prior to final disposition,
      out of any net rental income or other net amounts derived from such REO
      Property.

     

    Section
      3.12  Liquidation
      Reports.

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the related Servicer shall
      submit a liquidation report to the Trustee containing such information as shall
      be mutually acceptable to it and the Trustee with respect to such Mortgaged
      Property.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  Each
      of
      the Servicers, the Master Servicer and the Securities Administrator shall
      deliver (and shall cause each Servicing Function Participant engaged by it
      to
      deliver) or otherwise make available to the Depositor and the Securities
      Administrator on or before March 15 of each year, commencing in March 2008,
      an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of such party’s performance under this Agreement has been made under such
      officer’s supervision and (B) to the best of such officer’s knowledge, based on
      such review, such party has fulfilled all its obligations under this Agreement
      in all material respects throughout such year or portion thereof, or, if there
      has been a failure to fulfill any such obligation in any material respect,
      specifying each such failure known to such officer and the nature and status
      thereof.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the Servicer to comply timely with this Section 3.13 shall be deemed
      a Servicer Default, without any cure period, and the Master Servicer may, in
      addition to whatever rights the Master Servicer may have under this Agreement
      and at law or in equity or to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the related Servicer
      under this Agreement or under the Servicing Agreement, as applicable, and in
      and
      to the related Mortgage Loans and the proceeds thereof without compensating
      the
      related Servicer for the same. The Master Servicer shall so terminate a Servicer
      by delivery of notice thereof via first class mail, facsimile or electronic
      mail. This paragraph shall supersede any other provision in this Agreement
      or
      any other agreement to the contrary other than the final paragraph of Section
      8.01(a).

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of a Servicer to duly perform its obligations under this Section 3.13 on or
      before March 31 of each such year or failure to cure such default after the
      period of ten (10) Business Days as provided in Section 8.01(a)(ix) shall be
      deemed a Servicer Default as provided for in Section 8.01(a)(ix) or pursuant
      to
      the Servicing Agreement. The Master Servicer may terminate such Servicer by
      delivery of notice thereof via first class mail, facsimile or electronic
      mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicers with its own annual statement of compliance to be submitted
      to the Securities Administrator pursuant to this Section 3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder upon request at the Master
      Servicer’s expense.

     

    (e)  In
      the
      event a Servicer, the Master Servicer or the Securities Administrator is
      terminated or resigns pursuant to the terms of this Agreement, such party shall
      provide an Officer’s Certificate pursuant to this Section 3.13 with respect to
      the period of time it was subject to this Agreement or the Servicing Agreement,
      as applicable, notwithstanding any such termination, assignment or
      resignation.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of
      each
      year, commencing in March 2008,
      each
      Servicer, the Master Servicer and the Securities Administrator, each at its
      own
      expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or
      otherwise make available, and shall cause any Servicing Function Participant
      engaged by it to furnish, which in each case shall not be an expense of the
      Trust Fund, to the Securities Administrator and the Depositor, a report on
      an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year, including, if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and status
      thereof, and (D) a statement that a registered public accounting firm has issued
      an attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria for the period consisting of the prior calendar year;
      provided, however, notwithstanding anything herein to the contrary, no
      assessment of compliance will be required with respect to any Subcontractor
      (whether or not such party is a Servicing Function Participant) in any such
      given year in which a Form 10-K is not required to be filed under the Exchange
      Act with respect to the Trust Fund.

     

    (b)  No
      later
      than February 1 of each year, commencing in February 2008, each Servicer and
      the
      Master Servicer shall forward to the Securities Administrator and the Depositor
      the name of each Servicing Function Participant engaged by it (other than a
      Subcontractor for which an assessment of compliance is not required pursuant
      to
      the proviso in the immediately preceding paragraph) and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant (provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and the Securities Administrator are the same entity). When
      the
      Servicers and the Master Servicer (or, to the extent required, any Servicing
      Function Participant engaged by either of them) submit their assessments of
      compliance to the Securities Administrator, such parties will also at such
      time
      include the assessment of compliance (and attestation pursuant to paragraph
      (c)
      below) of each Servicing Function Participant engaged by it. 

     

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

     

    In
      the
      event a Servicing Function Participant is terminated, assigns its rights and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide, or
      cause a Servicing Function Participant engaged by it to provide, to the extent
      required hereunder, a report on assessment of compliance pursuant to this
      Section 3.14 with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be, notwithstanding any
      such
      termination, assignment or resignation.

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicers with its own assessment of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section.

     

    (c)  By
      March
      15 of each year, commencing in March 2008, the Servicers, the Master Servicer
      and the Securities Administrator, each at its own expense, shall cause, and
      shall cause any Servicing Function Participant engaged by such party to cause,
      which in each case shall not be an expense of the Trust Fund, a registered
      public accounting firm (which may also render other services to such Servicing
      Function Participants) and that is a member of the American Institute of
      Certified Public Accountants to furnish an attestation report to the Master
      Servicer, the Securities Administrator and the Depositor to the effect that
      (i)
      it has obtained a representation regarding certain matters from the management
      of such party, which includes an assertion that such party has complied with
      the
      Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
      by such firm in accordance with standards for attestation engagements issued
      or
      adopted by the PCAOB, it is expressing an opinion as to whether such party’s
      compliance with the Relevant Servicing Criteria was fairly stated in all
      material respects, or it cannot express an overall opinion regarding such
      party’s assessment of compliance with the Relevant Servicing Criteria; however,
      notwithstanding anything herein to the contrary, no Subcontractor (whether
      or
      not such party is a Servicing Function Participant) will be required to deliver
      any attestation report in any such given year in which a Form 10-K is not
      required under the Exchange Act to be filed with respect to the Trust
      Fund.

     

    (d)  In
      the
      event that an overall opinion cannot be expressed, such registered public
      accounting firm shall state in such report why it was unable to express such
      an
      opinion. Such report must be available for general use and not contain
      restricted use language.

     

    Promptly
      after receipt of each such report on assessment of compliance and attestation
      report from a Servicing Function Participant, the Securities Administrator
      shall
      confirm that each assessment of compliance submitted pursuant to paragraph
      (a)
      above is coupled with an attestation meeting the requirements of this Section
      and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include each such attestation report furnished to it
      by
      the Servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section.

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, to the extent required
      hereunder, such party shall cause a registered public accounting firm to provide
      an attestation pursuant to this Section 3.14 or such other agreement with
      respect to the period of time it was subject to this Agreement or such other
      agreement, as the case may be, notwithstanding any such termination, assignment
      or resignation.

     

    (e)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of a Servicer to comply timely with this Section 3.14 shall be deemed
      a
      Servicer Default as to such Servicer in accordance with Section 8.01(a)(viii),
      automatically, without notice and without any cure period, and the Master
      Servicer may, in addition to whatever rights the Master Servicer may have under
      this Agreement and at law or in equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      such Servicer under this Agreement and in and to the related Mortgage Loans
      and
      the proceeds thereof without compensating such Servicer for the same. The Master
      Servicer shall so terminate such Servicer by delivery of notice thereof via
      first class mail, facsimile or electronic mail. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the contrary
      other than the final paragraph of Section 8.01(a).

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of a Servicer to perform its obligations under this Section 3.14 on or before
      March 31 of each such year or failure to cure such default after the period
      of
      ten (10) Business Days as provided in Section 8.01(a)(ix) shall be deemed a
      Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer
      may
      terminate the Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail.

     

    (f)  For
      the
      avoidance of doubt, it is understood that the assessments of compliance,
      attestation reports and other information required to be provided under this
      Section 3.14 shall be based on the activities of the applicable party that
      it
      performs with respect to asset-backed securities transactions taken as a whole
      involving such party that are backed by the same asset type as the Mortgage
      Loans. 

     

    Section
      3.15  Books
      and Records.

     

    Each
      Servicer shall be responsible for maintaining, and shall maintain, a complete
      set of books and records for the related Mortgage Loans which shall be
      appropriately identified in the Servicer’s computer system to clearly reflect
      the ownership of such Mortgage Loans by the Trust. In particular, each Servicer
      shall maintain in its possession, available for inspection by the Trustee and
      the Master Servicer and shall deliver to the Trustee or the Master Servicer
      upon
      reasonable prior request and during normal business hours, evidence of
      compliance in all material respects with all federal, state and local laws,
      rules and regulations. To the extent that original documents are not required
      for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
      documents maintained by the related Servicer may be in the form of microfilm
      or
      microfiche or such other reliable means of recreating original documents,
      including, but not limited to, optical imagery techniques so long as the
      Servicer complies with the requirements of Accepted Servicing
      Practices.

     

    Each
      Servicer shall maintain with respect to each Mortgage Loan serviced by it and
      shall upon reasonable prior request and during normal business hours make
      available for inspection by the Trustee and the Master Servicer the related
      servicing file during the time such Mortgage Loan is subject to this Agreement
      and thereafter in accordance with applicable law.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish the Servicer with any powers of attorney and other
      documents prepared and submitted by the Servicers to the Trustee in a form
      agreeable to the Trustee and necessary or appropriate to enable the Servicers
      to
      service and administer the related Mortgage Loans and REO
      Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee; provided, however, that, unless otherwise required by law,
      the
      Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

    The
      Trustee shall execute and deliver as directed in writing by a Servicer any
      court
      pleadings, requests for trustee’s sale or other documents necessary or desirable
      to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property;
      (ii) any legal action brought to obtain judgment against any Mortgagor on the
      Mortgage Note; (iii) obtain a deficiency judgment against the Mortgagor; or
      (iv)
      enforce any other rights or remedies provided by the Mortgage Note or otherwise
      available at law or equity.

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicers or the Master Servicer with respect to such treatment.
      In
      particular, the Trustee shall not (a) knowingly sell or permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley
      Certification; Additional Information.

     

    (a)  The
      Servicers, the Master Servicer and the Securities Administrator shall and shall
      cause any Servicing Function Participant engaged by such party to provide to
      the
      Certifying Person, by March 15 of each year in which the Trust Fund is subject
      to the reporting requirements of the Exchange Act, a certification (each, a
      “Back-Up
      Certification”),
      in
      substantially the form attached hereto as Exhibit
      M,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying Person”. Such
      officer of the Certifying Person can be contacted by e-mail at or
      by
      facsimile at (410) 715-2380. In the event a Servicer, the Master Servicer or
      the
      Securities Administrator, or any Servicing Function Participant engaged by
      such
      party, is terminated or resigns pursuant to the terms of this Agreement, or
      any
      other applicable agreement, as the case may be, such party shall provide, to
      the
      extent required hereunder, a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.18 with respect to the period of time it was subject
      to this Agreement or any other applicable agreement, as the case may
      be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section, the
      Servicing Agreement or the Custodial Agreement; provided, however, in the event
      the Master Servicer shall not be required to execute a Sarbanes-Oxley
      Certification pursuant to clause (ii), the Master Servicer shall prepare such
      Sarbanes-Oxley Certification and deliver it to the Depositor for
      execution.

     

    (b)  Each
      Servicer shall provide (or shall cause each Subservicer or Subcontractor engaged
      by it to provide) to the Master Servicer, the Securities Administrator and
      the
      Depositor prompt notice and a description of the occurrence of any of the
      following: 

     

    (i)  any
      Servicer Default under the terms of this Agreement, any merger, consolidation
      or
      sale of substantially all of the assets of such Servicer, such Servicer’s
      engagement of any Subservicer to perform or assist in the performance of any
      of
      such Servicer’s obligations under this Agreement, any material litigation or
      governmental proceedings involving such Servicer (or its Subservicer or
      Subcontractor, as applicable) that is material to any REMIC III
      Certificateholder, Class X Certificateholder or Class P Certificateholder and
      any affiliation or other significant relationship between such Servicer (or
      its
      Subservicer or Subcontractor, as applicable) and any other Transaction Parties
      and First NLC Financial Services of a type required to be reported under Item
      1119 of Regulation AB.

     

    (ii)  the
      appointment of a Subservicer or a Successor Servicer by a Servicer or its
      designee; provided, such notice and description required under this clause
      (ii)
      shall be delivered at least fifteen (15) calendar days prior to the effective
      date of such event and shall be in writing and in form and substance reasonably
      satisfactory to the Sponsor, Depositor, Master Servicer and Securities
      Administrator in order to comply with the Depositor’s reporting obligations
      under Item 6.02 of Form 8-K. Each of the Master Servicer, the Securities
      Administrator and the Depositor hereby acknowledge that Popular Mortgage
      Servicing Inc. is the initial Subservicer for each of the Equity One Mortgage
      Loans.

     

    (iii)  If
      a
      Servicer or any Servicing Function Participant engaged by such Servicer has
      knowledge of the occurrence during a particular due period of any of the events
      described in this clause (iii), then no later than ten days prior to the
      deadline for the filing the next Distribution Report on Form 10-D to be filed
      in
      respect of the Trust Fund with respect to such Due Period, such Servicer shall
      provide (or cause such Subservicer to provide) to the Master Servicer and
      Securities Administrator notice of the occurrence of any of the following events
      along with all information, data, and materials related thereto as may be
      required to be included in such Distribution Report on Form 10-D (as specified
      in the provisions of Regulation AB referenced below):

     

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

     

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

     

    (C)  information
      regarding any material pool asset changes (such as additions, substitutions
      or
      repurchases).

     

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

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the related Servicer of a notification that payment in full has been escrowed
      in
      a manner customary for such purposes for payment to Certificateholders on the
      next Distribution Date, the related Servicer will (or if such Servicer does
      not,
      the Master Servicer may) promptly furnish to the Trustee and the Custodian,
      on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by an Authorized Servicer
      Representative or in a mutually agreeable electronic format which will, in
      lieu
      of a signature on its face, originate from an Authorized Servicer Representative
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the related Custodial Account pursuant to Article V have been or will be so
      deposited) and shall request that the Custodian, on behalf of the Trustee,
      deliver to the related Servicer the related Mortgage File. Within three (3)
      Business Days of receipt of such certification and request, the Custodian,
      on
      behalf of the Trustee, shall release the related Mortgage File to the related
      Servicer and the Trustee and the Custodian shall have no further responsibility
      with regard to such Mortgage File. Upon any such payment in full, the related
      Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
      under the Mortgage that secured the related Mortgage Loan, an instrument of
      satisfaction (or assignment of mortgage without recourse) regarding the
      Mortgaged Property subject to the Mortgage, which instrument of satisfaction
      or
      assignment, as the case may be, shall be delivered to the Person or Persons
      entitled thereto against receipt therefor of such payment, it being understood
      and agreed that no expenses incurred in connection with such instrument of
      satisfaction or assignment, as the case may be, shall be chargeable to the
      related Custodial Account unless determined to be a Servicing
      Advance.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with this Agreement or the Servicing Agreement, as applicable,
      the Trustee shall execute such documents as shall be prepared and furnished
      to
      the Trustee by the related Servicer (in form reasonably acceptable to the
      Trustee) and as are necessary to the prosecution of any such proceedings. The
      Custodian, on behalf of the Trustee, shall, within three (3) Business Days
      following written request of the related Servicer, and delivery to the
      Custodian, on behalf of the Trustee, of two copies of a request for release
      signed by an Authorized Servicer Representative substantially in the form
      attached to the Custodial Agreement (or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from an
      Authorized Servicer Representative), release the related Mortgage File held
      in
      its possession or control to the related Servicer. Such request for release
      shall obligate the related Servicer to return the Mortgage File to the Custodian
      on behalf of the Trustee, when the need therefor by such Person no longer exists
      unless the related Mortgage Loan shall be liquidated, in which case, upon
      receipt of a certificate of an Authorized Servicer Representative similar to
      that hereinabove specified, the Mortgage File shall be released by the
      Custodian, on behalf of the Trustee, to the Servicer.

     

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

     

    (a)
       Each
      Servicer (to the extent required by this Agreement) shall transmit to the
      Trustee or the Custodian such documents and instruments coming into its
      possession from time to time as are required by the terms hereof to be delivered
      to the Trustee or the Custodian. Any funds received by a
      Servicer
      in
      respect of any Mortgage Loan or which otherwise are collected by such Servicer
      as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
      shall be held for the benefit of the Trustee and the Certificateholders subject
      to the right of such Servicer to retain its Servicing Fee and other amounts
      as
      provided in this Agreement.

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

    Each
      Servicer shall retain possession and custody of the originals (to the extent
      available) of any Insurance Policies, or certificate of insurance if applicable,
      and any certificates of renewal as to the foregoing as may be issued from time
      to time that comes into its possession, as contemplated by this Agreement.
      Until
      all amounts distributable in respect of the Certificates have been distributed
      in full, the Trustee (or the Custodian, as directed by the Trustee) shall retain
      possession and custody of each Mortgage File in accordance with and subject
      to
      the terms and conditions of this Agreement.

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  UCC.

     

    The
      Sponsor agrees to execute and file continuation statements for any Uniform
      Commercial Code financing statements which the Sponsor has informed the Trustee
      were filed on the Closing Date in connection with the Trust. The Sponsor shall
      file any financing statements or amendments and continuation statements thereto
      required by any change in the Uniform Commercial Code.

     

    Section
      3.24  Optional
      Purchase of Defaulted Mortgage Loans; Optional Purchase of Certain Mortgage
      Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust at a price equal to the
      Purchase Price. The Purchase Price shall be remitted to the related Servicer
      for
      deposit in the related Custodial Account and remitted by the related Servicer
      to
      the Securities Administrator on the Remittance Date in the month immediately
      following the month in which the Purchase Price was deposited in the related
      Custodial Account.

     

    In
      addition, the Sponsor may, at its option, purchase any Mortgage Loan from the
      trust if the first Scheduled Payment due for such Mortgage Loan is on or
      subsequent to the Cut-off Date and such first Scheduled Payment is not made
      within thirty (30) days of the related Due Date. 

     

    If
      at any
      time the Sponsor remits to the related Servicer a payment for deposit in the
      related Custodial Account covering the amount of the Purchase Price for such
      a
      Mortgage Loan and such Servicer delivers an Officer’s Certificate to the Trustee
      certifying that the Purchase Price has been deposited in the related Custodial
      Account, the Trustee shall execute the assignment of such Mortgage Loan at
      the
      request of the Sponsor without recourse to the Sponsor which shall succeed
      to
      all the Trustee’s, right, title and interest in and to such Mortgage Loan, and
      all security and documents relative thereto. Such assignment shall be an
      assignment outright and not for security. The Sponsor will thereupon own such
      Mortgage, and all such security and documents, free of any further obligation
      to
      the Trustee or the Certificateholders with respect thereto. The Sponsor shall
      be
      responsible for any transfer costs incurred with respect to a Mortgage Loan
      purchased pursuant to this Section 3.24.

     

    If
      the
      Sponsor repurchases a Mortgage Loan pursuant to this Section 3.24, the related
      Servicer shall continue to service such Mortgage Loan unless the Sponsor shall
      repurchase the servicing rights thereon on terms mutually agreed to by the
      Sponsor and the related Servicer. Notwithstanding the foregoing, the Master
      Servicer shall have no obligation to master service any Mortgage Loan that
      has
      been so repurchased.

     

    Section
      3.25  [Reserved].

     

    Section
      3.26  Collection
      of Mortgage Loan Payments; Custodial Accounts.

     

    (a)  Each
      Servicer shall make reasonable efforts in accordance with Accepted Servicing
      Practices to collect all payments called for under the terms and provisions
      of
      the related Mortgage Loans to the extent such procedures shall be consistent
      with this Agreement and the terms and provisions of any related Required
      Insurance Policy. Consistent with the foregoing, each Servicer may in its
      discretion (i) waive any late payment charge and (ii) extend the due dates
      for
      payments due on a Mortgage Note for a Mortgage Loan serviced by it for a period
      not greater than 180 days; provided, however no such extension shall be
      materially adverse to the Certificateholders as reasonably determined by the
      related Servicer. In the event of any such arrangement, the related Servicer
      shall make Advances on the related Mortgage Loan during the scheduled period
      in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements, and shall be entitled
      to
      reimbursement therefor in accordance with Section 5.01. No Servicer shall
      be required to institute or join in litigation with respect to collection of
      any
      payment (whether under a Mortgage, Mortgage Note or otherwise or against any
      public or governmental authority with respect to a taking or condemnation)
      if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which such payment is required is prohibited by
      applicable law. In addition, if (x) a Mortgage Loan is in default or default
      is
      imminent or (y) the related Servicer delivers to the Trustee and the Securities
      Administrator a REMIC Opinion, the related Servicer may, (A) amend the related
      Mortgage Note to reduce the Mortgage Rate applicable thereto and (B) amend
      any
      Mortgage Note for a Mortgage Loan to extend the maturity thereof.

     

    (b)  Each
      Servicer shall establish and maintain a segregated Custodial Account (which
      shall at all times be an Eligible Account) with a depository institution in
      the
      name of the Servicer for the benefit of the Trustee on behalf of the
      Certificateholders and designated “HSBC Bank USA, National Association, as
      trustee for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2007-2.” On behalf of the Trust Fund, each Servicer shall
      deposit or cause to be deposited in the clearing account in which it customarily
      deposits payments and collection on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis and in no event more than
      one Business Day after such Servicer’s receipt thereof, and shall thereafter
      deposit in the related Custodial Account, in no event more than two Business
      Days after such Servicer’s receipt thereof, except as otherwise specifically
      provided herein, the following payments and collections remitted by subservicers
      or received by it in respect of the Mortgage Loans subsequent to the Cut-off
      Date (other than in respect of principal and interest due on the Mortgage Loans
      on or before the Cut-off Date) and the following amounts required to be
      deposited hereunder:

     

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

     

    (ii)  all
      payments on account of interest on the Mortgage Loans net of the Servicing
      Fee
      permitted under Section 3.10;

     

    (iii)  all
      Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
      to the Mortgage Loans, other than proceeds to be applied to the restoration
      or
      repair of the related Mortgaged Properties or released to the Mortgagor in
      accordance with the Servicer’s normal servicing procedures;

     

    (iv)  any
      amount required to be deposited by the related Servicer pursuant to
      Section 3.26(c) in connection with any losses on Permitted
      Investments;

     

    (v)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 3.05;

     

    (vi)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 5.02;

     

    (vii)  any
      amounts paid by an Advance Financing Person in respect of Advances or Servicing
      Advances;

     

    (viii)  any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amounts;

     

    (ix)  the
      Purchase Price with respect to any Mortgage Loans serviced by the related
      Servicer and purchased by the Sponsor pursuant to Section 2.02 or 2.03, any
      amounts which are to be treated pursuant to Section 2.04 of this Agreement
      as the payment of such a Purchase Price and the Purchase Price with respect
      to
      any Mortgage Loans serviced by the related Servicer and purchased by the Sponsor
      pursuant to Section 3.24; and

     

    (x)  any
      other
      amounts required to be deposited hereunder.

     

    The
      foregoing requirements for deposit by the related Servicer into the related
      Custodial Account shall be exclusive, it being understood and agreed that,
      without limiting the generality of the foregoing, payments in the nature of
      late
      payment charges or assumption fees, if collected, and, with respect to Ocwen,
      Equity One or SPS, any Prepayment Interest Excess need not be deposited by
      the
      related Servicer. In the event that a Servicer shall deposit any amount not
      required to be deposited and not otherwise subject to withdrawal pursuant to
      Section 3.27, it may at any time withdraw or direct the institution
      maintaining the related Custodial Account, to withdraw such amount from the
      related Custodial Account, any provision herein to the contrary notwithstanding.
      Such withdrawal or direction may be accomplished by delivering written notice
      thereof to the institution maintaining the related Custodial Account, that
      describes the amounts deposited in error in such Custodial Account. Each
      Servicer shall maintain adequate records with respect to all withdrawals from
      its Custodial Account made pursuant to this Section. All funds deposited in
      the
      Custodial Accounts shall be held in trust for the Certificateholders until
      withdrawn in accordance with Section 3.27.

     

    (c)  The
      institution that maintains a Custodial Account, or other authorized entity
      shall
      invest the funds in such Custodial Account, in the manner directed by the
      related Servicer, in Permitted Investments which shall mature not later than
      the
      next succeeding Remittance Date and shall not be sold or disposed of prior
      to
      its maturity. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders. All income and gain net
      of
      any losses realized from any such investment shall be for the benefit of the
      related Servicer as servicing compensation and shall be remitted to it monthly
      as provided herein. The amount of any net losses (after application of all
      income and gains) incurred in the related Servicer’s Custodial Account in
      respect of any such investments shall be deposited by the related Servicer
      into
      such Custodial Account immediately as realized, out of its own
      funds.

     

    (d)  Each
      Servicer shall give at least thirty (30) days’ advance notice to the Trustee,
      the Securities Administrator, the Master Servicer the Sponsor, each Rating
      Agency and the Depositor of any proposed change of location of the related
      Custodial Account prior to any change thereof.

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Accounts.

     

    (a)  Each
      Servicer may from time to time make withdrawals from the related Custodial
      Account for the following purposes:

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by it), as servicing
      compensation in accordance with Section 3.10, that portion of any payment
      of interest that equals the Servicing Fee for the period with respect to which
      such interest payment was made, and, as additional servicing compensation,
      those
      other amounts set forth in Section 3.10;

     

    (ii)  to
      reimburse itself or an Advance Financing Person for (A) any unreimbursed
      Advances to the extent of amounts received which represent late recoveries
      of
      payments of principal and/or interest (net of the related Servicing Fees),
      Liquidation Proceeds and Insurance Proceeds on the related Mortgage Loans with
      respect to which such Advances were made in accordance with the provisions
      of
      Section 5.01; and (B) any unreimbursed Advances with respect to the final
      liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to
      the
      extent that late recoveries of payments of principal and/or interest,
      Liquidation Proceeds and Insurance Proceeds received with respect to such
      Mortgage Loan are insufficient to reimburse such Servicer or an Advance
      Financing Person for such unreimbursed Advances or (C) subject to
      Section 3.27(b), any unreimbursed Advances to the extent of Amounts Held
      For Future Distribution funds held in the related Custodial Account relating
      to
      the Mortgage Loans that were not included in the Available Distribution Amount
      for the preceding Distribution Date;

     

    (iii)  to
      reimburse itself or an Advance Financing Person for any Nonrecoverable
      Advances;

     

    (iv)  to
      reimburse itself from Insurance Proceeds for Insured Expenses covered by the
      related Insurance Policy;

     

    (v)  to
      pay
      itself any unpaid Servicing Fees, including any unpaid Servicing Fees to the
      extent not recoverable from Liquidation Proceeds, Insurance Proceeds or other
      amounts received with respect to any Liquidated Loan, and to reimburse itself
      or
      any Advance Financing Person for any unreimbursed Servicing Advances, provided,
      however, that the related Servicer’s or such Advance Financing Person’s right to
      reimbursement for Servicing Advances pursuant to this subclause (v) with respect
      to any Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

    (vi)  to
      pay to
      the Sponsor or the Depositor with respect to each Mortgage Loan or property
      acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.24, all amounts received thereon and not taken into
      account in determining the related Stated Principal Balance of such repurchased
      Mortgage Loan;

     

    (vii)  to
      pay
      any expenses reimbursable pursuant to Section 7.04;

     

    (viii)  to
      withdraw any amount deposited in the related Custodial Account and not required
      to be deposited therein; 

     

    (ix)  to
      transfer such funds to a different Custodial Account as permitted by Section
      3.26; 

     

    (x)  to
      reimburse the related Servicer for any unreimbursed Advances and Servicing
      Advances to the extent of funds held in its Collection Account for future
      distribution that were not included in the Interest Remittance Amount and the
      Principal Remittance Amount for the preceding Distribution Date (provided that
      such amounts must be deposited into the related Collection Account prior to
      the
      next Remittance Date on which such amounts are to be included in the Interest
      Remittance Amount and the Principal Remittance Amount for the related
      Distribution Date; and

     

    (xi)  to
      clear
      and terminate the related Custodial Account upon termination of this Agreement
      pursuant to Section 10.01 hereof.

     

    In
      addition, no later than 3:00 p.m. Eastern time on the Remittance Date, each
      Servicer shall withdraw from the related Custodial Account and remit to the
      Securities Administrator (a) all amounts deposited in such Custodial Account
      as
      of the close of business on the last day of the related Due Period (net of
      charges against or withdrawals from such Custodial Account pursuant to this
      Section 3.27(a)), plus (b) all Advances, if any, which such Servicer is
      obligated to make pursuant to Section 5.01, minus (c) any amounts
      attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds
      or condemnation proceeds received after the applicable Prepayment Period, which
      amounts shall be remitted on the following Remittance Date, together with any
      Compensating Interest required to be deposited in the related Custodial Account
      in connection with such Principal Prepayment in accordance with
      Section 5.02, and minus (d) any amounts attributable to Scheduled Payments
      collected but due on a Due Date or Due Dates subsequent to the first day of
      the
      month in which such Remittance Date occurs, which amounts shall be remitted
      on
      the Remittance Date next succeeding the Due Date related to such Scheduled
      Payment.

     

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

     

    Each
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      related Custodial Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
      above. Prior to making any withdrawal from the related Custodial Account
      pursuant to subclause (iii), the related Servicer shall deliver to the Master
      Servicer an Officer’s Certificate of an Authorized Servicer Representative
      indicating the amount of any previous Advance or Servicing Advance determined
      by
      such Servicer to be a Nonrecoverable Advance and identifying the related
      Mortgage Loan(s), and their respective portions of such Nonrecoverable
      Advance.

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by a Servicer
      as permitted in Section 3.27(a)(ii) in reimbursement of Advances previously
      made by such Servicer shall be appropriately reflected in such Servicer’s
      records and replaced by such Servicer by deposit in the related Custodial
      Account, no later than the close of business on the Remittance Date immediately
      following the Due Period or Prepayment Period for which such amounts relate.
      The
      Securities Administrator will notify the related Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by the related Servicer to the
      Securities Administrator on such date is less than the Advances required to
      be
      made by the related Servicer for the related Distribution Date.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    Not
      later
      than 3:00 p.m. Eastern time on the eighteenth (18th) calendar day of each month
      (or if such eighteenth calendar day is not a Business Day, the immediately
      following Business Day), each Servicer shall furnish to the Master Servicer
      (i)
      (a) monthly loan data in a mutually agreed-upon format, (b) default loan data
      in
      the format set forth in Exhibit X-1 hereto (or in such other format mutually
      agreed-upon between the related Servicer and the Master Servicer) and (c)
      information regarding realized losses and gains in the format set forth in
      Exhibit X-2 hereto (or in such other format mutually agreed between the related
      Servicer and the Master Servicer), in each case relating to the period ending
      on
      the last day of the preceding calendar month, (ii) all such information
      reasonably required pursuant to clause (i)(a) above on a magnetic tape,
      electronic mail, or other similar media reasonably acceptable to the Master
      Servicer and (iii) all supporting documentation with respect to the information
      required pursuant to clause (i)(c) above.

     

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

     

    To
      the
      extent required by the Mortgage Note related to a Mortgage Loan, each Servicer
      shall establish and maintain one or more accounts (each, an “Escrow Account”)
      and deposit, promptly upon receipt, and retain therein all collections from
      the
      Mortgagors (or Servicing Advances made by the related Servicer) for the payment
      of taxes, assessments, hazard insurance premiums or comparable items for the
      account of the Mortgagors. Nothing herein shall require a Servicer to compel
      a
      Mortgagor to establish an Escrow Account in violation of applicable
      law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the related Servicer
      out
      of related collections for any payments made with respect to each Mortgage
      Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and
      insurance premiums) and Section 3.05 (with respect to hazard insurance), to
      refund to any Mortgagors any sums as may be determined to be overages, to pay
      interest, if required by law or the terms of the related Mortgage or Mortgage
      Note, to such Mortgagors on balances in the Escrow Account, to remove amounts
      deposited in error or to clear and terminate the Escrow Account at the
      termination of this Agreement in accordance with Section 10.01 thereof. The
      Escrow Account shall not be a part of the Trust Fund.

     

    
      Section
        3.30  Adjustments
        to Mortgage Rate and Scheduled Payment.

    

     

    On
      each
      applicable Adjustment Date, the Mortgage Rate with respect to each adjustable
      rate Mortgage Loan shall be adjusted, in compliance with the requirements of
      the
      related Mortgage and Mortgage Note, to equal the sum of the Index plus the
      Gross
      Margin (rounded in accordance with the related Mortgage Note) subject to the
      applicable Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum
      Mortgage Interest Rate, as set forth in the Mortgage Note. Each Servicer shall
      execute and deliver the notices required by each Mortgage and Mortgage Note
      related to a Mortgage Loan serviced by such Servicer, applicable laws and
      regulations regarding interest rate adjustments. Each Servicer shall also
      provide timely notification to the Master Servicer of all applicable data and
      information regarding such interest rate adjustments and such Servicer’s methods
      of implementing such interest rate adjustments. Upon the discovery by a Servicer
      or the Master Servicer that a Servicer has failed to adjust a Mortgage Rate
      or a
      Scheduled Payment pursuant to the terms of the related Mortgage Note and
      Mortgage, such Servicer shall immediately deposit in the related Custodial
      Account from its own funds the amount of any interest loss caused thereby
      without reimbursement therefor.

     

    (a)  In
      addition, each month Ocwen shall provide to the Depositor, or the Depositor’s
      designee, loan-level performance data of each Ocwen Mortgage Loan listed on
      the
      Mortgage Loan Schedule. For purposes of this subsection, loan level performance
      data shall be limited to the following: (i) date (as of end of the month);
      (ii)
      loan identification number; (iii) current interest rate; (iv) actual beginning
      principal balance; (v) actual ending principal balance; (vi) scheduled principal
      and interest; (vii) scheduled principal; (viii) actual principal collected
      account; (ix) actual gross interest collected amount; (x) next payment due
      date;
      (xi) loan modification flag (Y/N); (xii) in foreclosure (Y/N); (xiii) in REO
      (Y/N); (xiv) bankruptcy type (7, 11, 13 or blank); (xv) post-petition due date
      (for bankruptcy chapter 13 loans only); (xvi) paid-in-full date; (xvii)
      paid-in-full principal; (xviii) prepay penalty collected amount; (xix)
      foreclosure completed date; (xx) liquidation date; (xxi) liquidation type (REO
      sale, short sale, third party sale, write off, other); (xxii) loss amount before
      any mortgage insurance claim; (xxiii) mortgage insurance company name; (xxiv)
      mortgage insurance claim received amount.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders, the Distribution Account
      as
      a segregated non-interest bearing trust account or accounts. The Securities
      Administrator will deposit in the Distribution Account as identified by the
      Securities Administrator and as received by the Securities Administrator, the
      following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the Mortgage Loans withdrawn by the
      Servicers from the Custodial Account and remitted by the Servicers to the
      Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans (including any Servicer Prepayment
      Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in a Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      or
      Section 2.02 or 2.03, any amounts which are to be treated pursuant to
      Section 2.04 of this Agreement as the payment of such a Purchase Price, the
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      pursuant to Section 3.24, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto repurchased by the Master Servicer
      pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the Distribution Account pursuant to this
      Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption,
      tax service, statement account or payoff, substitution, satisfaction, release
      and other like fees and charges, need not be credited by the Securities
      Administrator to the Distribution Account.

     

    (c)  The
      amount at any time credited to the Distribution Account may be invested by
      the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in the Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from the Distribution Account pursuant to this
      Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the Master Servicer as Successor Servicer or a Servicer for any
      Advance or Servicing Advance of its own funds, the right of the Master Servicer
      as Successor Servicer or a Servicer to reimbursement pursuant to this subclause
      (ii) being limited to amounts received on a particular Mortgage Loan (including,
      for this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and condemnation proceeds) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance or Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or a Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer as Successor Servicer or such Servicer in good faith
      in
      connection with the restoration of the related Mortgaged Property which was
      damaged by an uninsured cause or in connection with the liquidation of such
      Mortgage Loan;

     

    (iv)  to
      reimburse the Master Servicer as Successor Servicer or a Servicer from Insurance
      Proceeds relating to a particular Mortgage Loan for insured expenses incurred
      with respect to such Mortgage Loan and to reimburse the Master Servicer as
      Successor Servicer or such Servicer from Liquidation Proceeds from a particular
      Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage
      Loan;

     

    (v)  to
      reimburse the Master Servicer as Successor Servicer or such Servicer for
      advances of funds pursuant to this Agreement, and the right to reimbursement
      pursuant to this subclause being limited to amounts received on the related
      Mortgage Loan (including, for this purpose, the Purchase Price therefor,
      Insurance Proceeds, Liquidation Proceeds and condemnation proceeds) which
      represent late recoveries of the payments for which such advances were
      made;

     

    (vi)  to
      reimburse the Master Servicer as Successor Servicer or such Servicer for any
      Advance or advance, after a Realized Loss has been allocated with respect to
      the
      related Mortgage Loan if the Advance or advance has not been reimbursed pursuant
      to clauses (ii) and (v);

     

    (vii)  [reserved];

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by a Servicer;

     

    (x)  to
      reimburse or pay a Servicer any such amounts as are due thereto under this
      Agreement and have not been retained by or paid to such Servicer, to the extent
      provided herein or therein;

     

    (xi)  to
      reimburse the Trustee for expenses incurred in the transfer of servicing
      responsibilities of a terminated Servicer after the occurrence and continuance
      of a Servicer Default to the extent not paid by the terminated
      Servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

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

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Account pursuant to subclauses (ii) through
      (v), inclusive, and (vii) or with respect to any such amounts which would have
      been covered by such subclauses had the amounts not been retained by the
      Securities Administrator without being deposited in the Distribution Account
      under Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount, to the extent of funds on deposit in the Distribution
      Account to the holders of the Certificates in accordance with
      Section 5.04.

     

    
      Section
        3.33    Credit
        Risk Management Services and Reports; Reliability of Data.

    

     

    (a)  The
      Depositor hereby appoints Wells Fargo Bank, National Association as Credit
      Risk
      Manager. The Credit Risk Manager shall perform certain services related to
      servicer review and oversight, monitoring and reporting of various Mortgage
      Loans and the Servicer’s performance, preparation of Mortgage Loan and REO
      Property payment, delinquency and loss information, reconciliation of Prepayment
      Charge collections by the Servicers and monitoring information related to
      insurance claims and foreclosures. If the Credit Risk Manager is not also acting
      as the Master Servicer, each Servicer shall furnish to the Credit Risk Manager
      a
      copy of all reports required to be provided by the Servicers to the Master
      Servicer pursuant to Section 3.28, which reports shall be provided in electronic
      format. No later than the end of each calendar month, the Credit Risk Manager
      shall prepare and make available certain reports containing various performance,
      payment, delinquency and loss information and information related to insurance
      claims and foreclosures. Such reports shall be made available through the
      facilities of Wells Fargo’s corporate trust services website, currently located
      at www.CTSLink.com,
      and
      shall be in a format and contain such content as is mutually agreed upon by
      the
      Sponsor and the Credit Risk Manager. None of the Trustee, the Securities
      Administrator, the Servicer or the Master Servicer shall have any obligation
      to
      review such reports or otherwise monitor or supervise the activities of the
      Credit Risk Manager.

     

    (b)  The
      Transaction Parties acknowledge and agree that the reports that are compiled
      and
      prepared by the Credit Risk Manager are based on information provided to the
      Credit Risk Manager by the Servicer, the Master Servicer and from various
      unaffiliated third parties, including other Persons involved in the servicing
      and administration of the related Mortgage Loans or related REO Properties.
      The
      Credit Risk Manager makes no representation or warranty as to the accuracy
      or
      completeness of any such information or data, and the Credit Risk Manager shall
      not be responsible for any misstatements, omissions, errors, or inaccuracies
      in
      any such reports or information resulting from any misstatements, omissions,
      errors, or inaccuracies in any information or data provided by third
      parties.

     

    Section
      3.34    Intellectual
      Property and Confidentiality.

     

    The
      Transaction Parties acknowledge and agree that the Credit Risk Manager’s
      services hereunder involve the use of various data, information, templates,
      processes, ideas, inventions, technology, software, algorithms, mathematical
      models, analytical tools, evaluative processes, parameters, measurements,
      methods, know-how, techniques, business practices, functionalities, ideas and
      concepts developed or utilized by the Credit Risk Manager or its affiliates
      in
      connection with the Credit Risk Manager’s performance of the credit risk
      management services and various other services (collectively, “Wells
      Fargo Intellectual Property”),
      and
      that all such Wells Fargo Intellectual Property is the sole and exclusive
      property of the Credit Risk Manager and its Affiliates and that no license
      for
      use of such Wells Fargo Intellectual Property is granted hereby or can be
      implied by the terms of this Agreement or the activities of the parties
      hereunder. The Transaction Parties covenant and agree to preserve the
      confidentiality of such Wells Fargo Intellectual Property, and further covenant
      and agree that neither the Transaction Parties nor any of their affiliates,
      directors, officers, employees, agents or representatives, including their
      outside counsel, auditors and advisors, respectively, shall use (or otherwise
      appropriate in any respect) any such Wells Fargo Intellectual Property or
      disclose, publicize, transfer, or otherwise compromise the value of any such
      Wells Fargo Intellectual Property, unless such Transaction Party is required
      by
      law or court order to disclose all or any part of the Wells Fargo Intellectual
      Property or except to another Transaction Party.

     

    Section
      3.35    Limitation
      Upon Liability of Credit Risk Manager; Indemnification.

     

    Neither
      the Credit Risk Manager nor any of the directors, officers, employees, or agents
      of the Credit Risk Manager shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement in reliance
      upon information provided by the Servicers, the Master Servicer or any
      Transaction Party or of errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      any breach of representations or warranties made herein, failure to perform
      its
      obligations hereunder, or any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith, or gross negligence of the Credit
      Risk
      Manager in the performance of its duties hereunder or by reason of a breach
      of
      its obligations and duties under this Agreement. The Credit Risk Manager and
      any
      officer, employee or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder. Subject to the terms of this
      Agreement, the Credit Risk Manager shall be under no obligation to appear in,
      prosecute, or defend any legal action which, in its reasonable opinion, may
      involve it in any expense or liability; provided, however, that the Credit
      Risk
      Manager may with the consent of the applicable Transaction Party, and at such
      Transaction Party’s expense, undertake any such action that it may deem
      necessary or desirable in respect to this Agreement and the rights, duties,
      and
      the interests of the parties hereto. 

     

    The
      Credit Risk Manager shall be indemnified by the Trust Fund and held harmless
      thereby against any loss, liability or expense (including reasonable legal
      fees
      and disbursements of counsel) incurred on its part that may be sustained in
      connection with, arising out of, or relating to this Agreement or any action
      taken or not taken by it under this Agreement unless such claims, liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements were imposed on, incurred by or asserted against
      the
      Credit Risk Manager or such other Person solely as a result of (i) the breach
      by
      the Credit Risk Manager of its obligations hereunder, which breach would subject
      the Credit Risk Manager to liability pursuant to the first paragraph of this
      Section or (ii) the breach by a Transaction Party of its obligations under
      this
      Agreement, in which case the related Transaction Party (with the exception
      of
      the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the
      foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify
      the Credit Risk Manager for ordinary costs and expenses otherwise incurred
      by
      the Credit Risk Manager in the performance of the Credit Risk Manager’s duties
      under this Agreement. The foregoing indemnification shall survive the
      termination of this agreement or the termination, removal or substitution of
      any
      party to this Agreement. 

     

    Section
      3.36  Resignation
      or Removal of Credit Risk Manager. 

     

    The
      Credit Risk Manager may resign upon thirty (30) days’ prior written notice to
      the Trustee. The Credit Risk Manager may be removed as Credit Risk Manager
      hereunder upon any material breach by the Credit Risk Manager in the performance
      of its duties hereunder following written notice of such breach provided by
      the
      Trustee at the direction of Certificateholders holding not less than a 66-2/3%
      of the Voting Rights and the Credit Risk Manager’s failure to cure such breach
      within a reasonable period following such notice.

     

    ARTICLE
      IV  


    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of each
      Servicer to
      service and administer the related Mortgage Loans in accordance with the terms
      of this Agreement or the Servicing Agreement, as applicable, and shall have
      full
      power and authority to do any and all things which it may deem necessary or
      desirable in connection with such master servicing and administration. In
      performing its obligations hereunder, the Master Servicer shall act in a manner
      consistent with Accepted Master Servicing Practices. Furthermore, the Master
      Servicer shall oversee and consult with each Servicer as necessary from
      time-to-time to carry out the Master Servicer’s obligations hereunder, shall
      receive, review and evaluate all reports, information and other data provided
      to
      the Master Servicer by a Servicer and shall enforce each Servicer’s obligation
      to perform and observe the covenants, obligations and conditions to be performed
      or observed by such Servicer under this Agreement or the Servicing Agreement,
      as
      applicable. The Master Servicer shall independently and separately monitor
      each
      Servicer’s servicing activities with respect to each Mortgage Loan serviced by
      such Servicer, reconcile the results of such monitoring with such information
      provided in the previous sentence on a monthly basis and coordinate corrective
      adjustments to the related Servicer’s and Master Servicer’s records, and based
      on such reconciled and corrected information, provide such information relating
      to the Mortgage Loans to the Securities Administrator as shall be necessary
      to
      enable it to prepare the statements specified in Section 5.06 and any other
      information and statements required to be provided by the Securities
      Administrator hereunder. The Master Servicer shall reconcile the results of
      its
      Mortgage Loan monitoring with the actual remittances of the Servicers to the
      Distribution Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer shall not have
      any duty or obligation to enforce any Credit Risk Management Agreement that
      a
      Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to
      supervise, monitor or oversee the activities of the Credit Risk Manager under
      a
      Servicer Credit Risk Management Agreement with respect to any action taken
      or
      not taken by a Servicer pursuant to a recommendation of the Credit Risk
      Manager.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form agreeable to the Trustee
      necessary or appropriate to enable the Servicers and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or a Servicer pursuant to any such limited power of attorney or any other
      executed document delivered by the Trustee pursuant to this paragraph and shall
      be indemnified by the Master Servicer and the related Servicer for any cost,
      liability or expense arising from the misuse thereof by the Master Servicer
      or
      the related Servicer.

     

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

     

    The
      Trustee shall execute and deliver to the related Servicer or the Master Servicer
      upon request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable and, in each case, provided to the Trustee by the related
      Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
      (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
      other rights or remedies provided by the Mortgage Note or any other Mortgage
      Loan Document or otherwise available at law or equity.

     

    Section
      4.02  Monitoring
      of the Servicers.

     

    The
      Master Servicer shall be responsible for monitoring the compliance by each
      Servicer with its duties under this Agreement or the Servicing Agreement, as
      applicable. In the review of a Servicer’s activities, the Master Servicer may
      rely upon an officer’s certificate of such Servicer with regard to its
      compliance with the terms of this Agreement or the Servicing Agreement, as
      applicable. In the event that the Master Servicer, in its judgment, determines
      that a Servicer should be terminated in accordance with this Agreement or the
      Servicing Agreement, as applicable, or that a notice should be sent pursuant
      to
      this Agreement with respect to the occurrence of an event that, unless cured,
      would constitute grounds for such termination, the Master Servicer shall notify
      the Sponsor and the Trustee thereof and the Master Servicer shall issue such
      notice or take such other action as it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicers under this Agreement and, if
      applicable, the Servicing Agreement, and the Master Servicer (or, if Wells
      Fargo
      is the defaulting Servicer, the Trustee) shall, in the event that a Servicer
      fails to perform its obligations in accordance with this Agreement or the
      Servicing Agreement, as applicable, subject to this Section, Article VIII
      and the Servicing Agreement, terminate the rights and obligations of such
      Servicer hereunder or under the Servicing Agreement, as applicable in accordance
      with the provisions of Article VIII or the Servicing Agreement, as applicable.
      The Master Servicer (or, if Wells Fargo is the defaulting Servicer, the Trustee)
      shall act as servicer of the Mortgage Loans or enter in to a new servicing
      agreement with a successor servicer selected by the Master Servicer (or, if
      Wells Fargo is the defaulting Servicer, the Trustee); provided, however, it
      is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to the Master Servicer, the Trustee or such Successor
      Servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer or
      the
      Trustee, as applicable, in its good faith business judgment, would require
      were
      it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as
      applicable, shall pay the costs of such enforcement, provided that no provision
      of this Agreement shall require the Master Servicer or the Trustee to expend
      or
      risk their own funds or otherwise incur any financial liability in the
      performance of any of their duties hereunder, or in the exercise of any of
      their
      rights or powers, if they shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to them.

     

    To
      the
      extent that the costs and expenses related to the termination of a Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master Servicer or the Trustee if Wells Fargo is the defaulting Servicer
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of defaulting Servicer as a result of a Servicer Default and (ii)
      all costs and expenses associated with the complete transfer of servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Successor Servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the Successor Servicer to service the related
      Mortgage Loans in accordance with this Agreement or the Servicing Agreement,
      as
      applicable) are not fully and timely reimbursed by the terminated Servicer,
      the
      Master Servicer or the Trustee, as applicable shall be entitled to reimbursement
      of such costs and expenses from the Distribution Account.

     

    The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement or the Servicing
      Agreement, as applicable.

     

    If
      the
      Master Servicer acts as Successor Servicer, it shall not assume liability for
      the representations and warranties of a Servicer that it replaces.

     

    Section
      4.03  Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations hereunder.
      Any such errors and omissions policy and fidelity bond may not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    Section
      4.04  Power
      to Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Loan, in each case, in
      accordance with the provisions of this Agreement; provided, however, that the
      Master Servicer shall not (and, consistent with its responsibilities under
      Section 4.02, shall not permit any Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause any REMIC to fail to qualify as a REMIC or result
      in
      the imposition of a tax upon the Trust Fund (including but not limited to the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      will not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer, upon written request from a Servicing Officer of the Master Servicer,
      with any powers of attorney, in form agreeable to the Trustee, empowering the
      Master Servicer, or the related Servicer to execute and deliver instruments
      of
      satisfaction or cancellation, or of partial or full release or discharge, and
      to
      foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
      prosecute or defend in any court action relating to the Mortgage Loans or the
      Mortgaged Property, in accordance with this Agreement, and the Trustee shall
      execute and deliver such other documents, as the Master Servicer or a Servicer
      may request, to enable the Master Servicer to master service and administer
      the
      Mortgage Loans and carry out its duties hereunder, in each case in accordance
      with Accepted Master Servicing Practices (and the Trustee shall have no
      liability for the misuse of any such powers of attorney by the Master Servicer
      or the Servicer and shall be indemnified by the Master Servicer and the related
      Servicer, as applicable, for any costs, liabilities or expenses incurred by
      the
      Trustee in connection with such misuse). If the Master Servicer or the Trustee
      has been advised that it is likely that the laws of the state in which action is
      to be taken prohibit such action if taken in the name of the Trustee or that
      the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 9.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action authorized pursuant to this Agreement to
      be
      taken by it in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     

    Section
      4.05  Due-on-Sale
      Clauses; Assumption Agreements. 
      

     

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

     

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

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw from the
      Distribution Account the Master Servicing Compensation and other amounts
      provided in this Agreement. The Master Servicer shall, to the extent required
      by
      Article III of this Agreement or the Servicing Agreement, as applicable, enforce
      each Servicer’s obligation to provide access to information and documentation
      regarding the Mortgage Loans serviced by such Servicer to the Trustee, its
      agents and accountants at any time upon reasonable request and during normal
      business hours, and to Certificateholders that are savings and loan
      associations, banks or insurance companies, the OTS, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the OTS or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trustee; provided, however, that the Master Servicer and the
      Servicer shall be entitled to setoff against, and deduct from, any such funds
      any amounts that are properly due and payable to the Master Servicer or the
      Servicer under this Agreement.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the related
      Servicer under this Agreement or the Servicing Agreement, as applicable, to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      this
      Agreement or the related Servicing Agreement, as applicable. It is understood
      and agreed that such insurance shall be with insurers meeting the eligibility
      requirements set forth in this Agreement or the Servicing Agreement, as
      applicable, and that no earthquake or other additional insurance is to be
      required of any Mortgagor or to be maintained on property acquired in respect
      of
      a defaulted loan, other than pursuant to such applicable laws and regulations
      as
      shall at any time be in force and as shall require such additional
      insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with this Agreement or the Servicing Agreement, as
      applicable) shall be deposited into the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

    The
      Master Servicer agrees to enforce each Servicer’s obligation to present, on
      behalf of the Trustee and the Certificateholders, claims to the insurer under
      any primary mortgage insurance policies and, in this regard, to take such
      reasonable action as shall be necessary to permit recovery under any primary
      mortgage insurance policies respecting defaulted Mortgage Loans. Pursuant to
      Section 3.31 of this Agreement or pursuant to the Servicing Agreement, as
      applicable, any amounts collected by the Master Servicer or the related Servicer
      under any primary mortgage insurance policies shall be deposited by the related
      Servicer or by the Master Servicer in the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

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

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

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

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to receive the Master Servicing Fee and to retain all income and gain realized
      from any investment of funds in the Distribution Account. The Master Servicer
      shall be required to pay all expenses incurred by it in connection with its
      activities hereunder and shall not be entitled to reimbursement therefor except
      as provided in this Agreement.

     

    The
      amount of the Master Servicing Compensation payable to the Master Servicer
      in
      respect of any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

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

     

    The
      Master Servicer shall enforce each Servicer’s obligation to deposit all funds
      collected and received in connection with the operation of any REO Property
      in
      the related Custodial Account.

     

    The
      Master Servicer and the related Servicer, upon the final disposition of any
      REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      and Master Servicing Fees from Liquidation Proceeds received in connection
      with
      the final disposition of such REO Property; provided, that any such unreimbursed
      Advances as well as any unpaid Master Servicing Fees may be reimbursed or paid,
      as the case may be, prior to final disposition, out of any net rental income
      or
      other net amounts derived from such REO Property.

     

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

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the related Servicer under this Agreement or the
      Servicing Agreement, as applicable, with respect to Prepayment Interest
      Shortfalls on the Mortgage Loans serviced by such Servicer for the related
      Distribution Date, and not so paid by such Servicer and (ii) the Master
      Servicing Fee (exclusive of the portion of such fee payable to the Credit Risk
      Manager) for such Distribution Date without reimbursement therefor.

     

    ARTICLE
      V

     

    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances;
      Advance Facility.

     

    (a)  Each
      Servicer shall make an Advance with respect to any Mortgage Loan serviced by
      it
      and for which an Advance is required hereunder, and deposit such Advance in
      the
      Distribution Account no later than noon Eastern time on the Remittance Date
      in
      immediately available funds. The amount of any Advances to be made by a Servicer
      on any Distribution Date shall equal (i) the aggregate amount of Scheduled
      Payments (net of the related Servicing Fees), due during the related Due Period
      in respect of the related Mortgage Loans, which Scheduled Payments were
      delinquent as of the close of business on the related Determination Date and
      (ii) with respect to each REO Property, which was acquired during or prior
      to
      the related Prepayment Period and as to which an REO Disposition did not occur
      during the related Prepayment Period, an amount equal to the excess, if any,
      of
      the REO Imputed Interest on such REO Property for the most recently ended
      calendar month, over the net income from such REO Property deposited in the
      related Custodial Account pursuant to Section 3.26 of this Agreement for
      distribution on such Distribution Date; provided, however, no Servicer shall
      be
      required to make P&I Advances with respect to Relief Act Interest
      Shortfalls, shortfalls resulting from a Debt Service Reduction or with respect
      to Prepayment Interest Shortfalls in excess of its obligations under Section
      5.02. For purposes of the preceding sentence, the Scheduled Payment on each
      Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the assumed
      monthly payment that would have been due on the related Due Date based on the
      original principal amortization schedule for such Balloon Mortgage Loan. Each
      Servicer shall be obligated to make any such Advance only to the extent that
      such advance would not be a Nonrecoverable Advance. If a Servicer shall have
      determined that it has made a Nonrecoverable Advance or that a proposed Advance
      or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
      such Servicer shall deliver (i) to the Securities Administrator for the benefit
      of the Certificateholders funds constituting the remaining portion of such
      Advance, if applicable, and (ii) to Master Servicer an Officer’s Certificate
      setting forth the basis for such determination. Wells Fargo’s obligation in
      respect of Advances is set forth in the Servicing Agreement.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, each Servicer
      may
      (i) cause to be made an appropriate entry in its records relating to its
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      it in discharge of its obligation to make any such Advance and (ii) transfer
      such funds from its Custodial Account to the Distribution Account. Any funds
      so
      applied and transferred shall be replaced by the related Servicer by deposit
      in
      the Distribution Account, no later than the close of business on any future
      Remittance Date on which the funds on deposit in its Custodial Account shall
      be
      less than the amount required to be remitted to the Securities Administrator
      on
      such Remittance Date. 

     

    In
      addition, Equity One and SPS will be obligated to advance or cause to be
      advanced to the Master Servicer, from time to time, Servicing Advances with
      respect to the Equity One Mortgage Loans or SPS Mortgage Loans, as applicable,
      and Ocwen will be obligated to advance or cause to be advanced to the Master
      Servicer, from time to time, from (i) its own funds, (ii) Amounts Held for
      Future Distribution or (iii) a combination of (i) and (ii), Servicing Advances
      with respect to the Ocwen Mortgage Loans.

     

    The
      Securities Administrator will notify the related Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by such Servicer to the Securities
      Administrator on such date is less than the Advances required to be made by
      such
      Servicer for the related Distribution Date.

     

    Each
      Servicer shall be entitled to be reimbursed from its Custodial Account for
      all
      Advances of its own funds made pursuant to this Section or pursuant to the
      Servicing Agreement, as provided in Section 3.27 of this Agreement or in
      the Servicing Agreement. The obligation to make Advances with respect to any
      Mortgage Loan shall continue until such Mortgage Loan is paid in full or the
      related Mortgaged Property or related REO Property has been liquidated or until
      the purchase or repurchase thereof (or substitution therefor) from the Trust
      Fund pursuant to any applicable provision of this Agreement, except as otherwise
      provided in this Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that a Servicer fails to make such Advance, then the Master Servicer (or, if
      Wells Fargo fails to make such Advance pursuant to the Servicing Agreement,
      the
      Trustee), as a Successor Servicer, shall be obligated to make such Advance
      only
      to the extent such Advance, if made, would not constitute a Nonrecoverable
      Advance, subject to the provisions of this Section 5.01 and Section
      8.02.

     

    (b)  (i)
      Each
      Servicer is hereby authorized to enter into a financing or other facility (any
      such arrangement, an “Advance Facility”), the documentation for which complies
      with Section 5.01(b)(v) below, under which (1) such Servicer assigns or
      pledges its rights under this Agreement to be reimbursed for any or all Advances
      and/or Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by such
      Servicer pursuant to this Agreement. No consent of the Trustee, the Securities
      Administrator, the Master Servicer, the Certificateholders or any other party
      shall be required before a Servicer may enter into an Advance Facility nor
      shall
      the Trustee, the Securities Administrator, the Master Servicer, or the
      Certificateholders be a third party beneficiary of any obligation of an Advance
      Financing Person to such Servicer. Notwithstanding the existence of any Advance
      Facility under which an Advance Financing Person agrees to fund Advances and/or
      Servicing Advances, (A) the related Servicer (i) shall remain obligated pursuant
      to this Agreement to make Advances and/or Servicing Advances pursuant to and
      as
      required by this Agreement and (ii) shall not be relieved of such obligations
      by
      virtue of such Advance Facility and (B) neither the Advance Financing Person
      nor
      any Servicer’s Assignee (as hereinafter defined) shall have any right to proceed
      against or otherwise contact any Mortgagor for the purpose of collecting any
      payment that may be due with respect to any related Mortgage Loan or enforcing
      any covenant of such Mortgagor under the related Mortgage Loan documents.


     

    (ii)  If
      a
      Servicer enters into an Advance Facility, such Servicer and the related Advance
      Financing Person shall deliver to the Master Servicer and the Securities
      Administrator at the address set forth in Section 11.05 hereof no later
      than the Remittance Date immediately following the effective date of such
      Advance Facility a written notice (an “Advance Facility Notice”), stating (a)
      the identity of the Advance Financing Person and (b) the identity of the Person
      (the “Servicer’s Assignee”) that will, subject to Section 5.01(b)(iii)
      hereof, have the right to make withdrawals from the related Custodial Account
      pursuant to Section 3.27 hereof to reimburse previously unreimbursed
      Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance
      Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances
      and/or Servicing Advances for which the related Servicer would be permitted
      to
      reimburse itself in accordance with Section 3.27 hereof, assuming the
      related Servicer had made the related Advance(s) and/or Servicing Advance(s)
      and
      (ii) shall not consist of amounts payable to a Successor Servicer in accordance
      with Section 3.27 hereof to the extent permitted under
      Section 5.01(b)(v) below.

     

    (iii)  Notwithstanding
      the existence of an Advance Facility, the related Servicer, on behalf of the
      Advance Financing Person and the Servicer’s Assignee, shall be entitled to
      receive reimbursements of Advances and/or Servicing Advances in accordance
      with
      Section 3.27 hereof, which entitlement may be terminated by the Advance
      Financing Person pursuant to a written notice to the Master Servicer and the
      Securities Administrator in the manner set forth in Section 11.05 hereof.
      Upon receipt of such written notice, the related Servicer shall no longer be
      entitled to receive reimbursement for any Advance Reimbursement Amounts and
      the
      Servicer’s Assignee shall immediately have the right to receive from the related
      Custodial Account all Advance Reimbursement Amounts. Notwithstanding the
      foregoing, and for the avoidance of doubt, (i) the related Servicer and/or
      the
      Servicer’s Assignee shall only be entitled to reimbursement of Advance
      Reimbursement Amounts hereunder from withdrawals from the related Custodial
      Account pursuant to Section 3.27 of this Agreement and shall not otherwise
      be entitled to make withdrawals or receive amounts that shall be deposited
      in
      the Distribution Account pursuant to Section 3.31 hereof, and (ii) none of
      the Trustee or the Certificateholders shall have any right to, or otherwise
      be
      entitled to, receive any Advance Reimbursement Amounts to which the related
      Servicer or the Servicer’s Assignee, as applicable, shall be entitled pursuant
      to Section 3.27 hereof. An Advance Facility may be terminated by the joint
      written direction of the related Servicer and the related Advance Financing
      Person. Written notice of such termination shall be delivered to the Trustee
      in
      the manner set forth in Section 11.05 hereof. None of the Depositor, Master
      Servicer, the Securities Administrator or the Trustee shall, as a result of
      the
      existence of any Advance Facility, have any additional duty or liability with
      respect to the calculation or payment of any Advance Reimbursement Amount,
      nor,
      as a result of the existence of any Advance Facility, shall the Depositor,
      Master Servicer, the Securities Administrator or the Trustee have any additional
      responsibility to track or monitor the administration of the Advance Facility
      or
      the payment of Advance Reimbursement Amounts to the Servicer’s Assignee. The
      related Servicer shall indemnify the Master Servicer, the Securities
      Administrator, the Depositor, the Trustee, any Successor Servicer and the Trust
      Fund for any claim, loss, liability or damage resulting from any claim by the
      related Advancing Financing Person, except to the extent that such claim, loss,
      liability or damage resulted from or arose out of gross negligence, recklessness
      or willful misconduct on the part of the Master Servicer, the Securities
      Administrator, the Depositor, the Trustee or any Successor Servicer, as the
      case
      may be. The related Servicer shall maintain and provide to any Successor
      Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan
      basis as to amounts advanced by, pledged or assigned to, and reimbursed to
      any
      Advancing Financing Person. The Successor Servicer shall be entitled to rely
      on
      any such information provided by the related Servicer, and the Successor
      Servicer shall not be liable for any errors in such information.

     

    (iv)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as a
      Servicer.

     

    (v)  As
      between a Servicer and its Advance Financing Person, on the one hand, and a
      Successor Servicer and its Advance Financing Person, if any, on the other hand,
      Advance Reimbursement Amounts on a loan-by-loan basis with respect to each
      Mortgage Loan as to which an Advance and/or Servicing Advance shall have been
      made and be outstanding shall be allocated on a “first-in, first out” basis. In
      the event a Servicer’s Assignee shall have received some or all of an Advance
      Reimbursement Amount related to Advances and/or Servicing Advances that were
      made by a Person other than such Servicer or its related Advance Financing
      Person in error, then the Servicer’s Assignee shall be required to remit any
      portion of such Advance Reimbursement Amount to each Person entitled to such
      portion of such Advance Reimbursement Amount. Without limiting the generality
      of
      the foregoing, the related Servicer shall remain entitled to be reimbursed
      by
      the Advance Financing Person for all Advances and/or Servicing Advances funded
      by the related Servicer to the extent the related Advance Reimbursement Amounts
      have not been assigned or pledged to such Advance Financing Person or the
      Servicer’s Assignee.

     

    (vi)  For
      purposes of any Officer’s Certificate of a Servicer delivered pursuant to
      Section 5.01(a), any Nonrecoverable Advance referred to therein may have
      been made by such Servicer. In making its determination that any Advance or
      Servicing Advance theretofore made has become a Nonrecoverable Advance, the
      related Servicer shall apply the same criteria in making such determination
      regardless of whether such Advance or Servicing Advance shall have been made
      by
      such Servicer.

     

    (vii)  Any
      amendment to this Section 5.01(b) or to any other provision of this
      Agreement that may be necessary or appropriate to effect the terms of an Advance
      Facility as described generally in this Section 5.01(b), including
      amendments to add provisions relating to a Successor Servicer, may be entered
      into by the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor and the Servicers without the consent of any Certificateholder,
      provided such amendment complies with Section 11.01 hereof. All reasonable
      costs and expenses (including attorneys’ fees) of each party hereto of any such
      amendment shall be borne solely by the related Servicer. The parties hereto
      hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances
      financed by and/or pledged to an Advance Financing Person under any Advance
      Facility are obligations owed to the related Servicer payable only from the
      cash
      flows and proceeds received under this Agreement for reimbursement of Advances
      and/or Servicing Advances only to the extent provided herein, and none of the
      Master Servicer, the Securities Administrator, the Trustee or the Trust are,
      as
      a result of the existence of any Advance Facility, obligated or liable to repay
      any Advances and/or Servicing Advances financed by the Advance Financing Person;
      (b) the related Servicer will be responsible for remitting to the related
      Advance Financing Person the applicable amounts collected by it as reimbursement
      for Advances and/or Servicing Advances funded by such Advance Financing Person,
      subject to the provisions of this Agreement; and (c) none of the Master
      Servicer, the Securities Administrator or the Trustee shall have any
      responsibility to track or monitor the administration of the financing
      arrangement between a Servicer and any Advance Financing Person.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment by the Mortgagor as described in items (a) and (b) of
      the
      definition of Interest Shortfalls in Article 1 of this Agreement with respect
      to
      any Equity One Mortgage Loan, Equity One shall, to the extent of the Servicing
      Fee for such Distribution Date, deposit into its Custodial Account, as a
      reduction of and to the extent of, the Servicing Fee for such Distribution
      Date,
      no later than the close of business on the Remittance Date immediately preceding
      such Distribution Date, an amount equal to the Prepayment Interest Shortfall;
      and in case of such deposit, Equity One shall not be entitled to any recovery
      or
      reimbursement from the Depositor, the Trustee, the Sponsor, the Trust Fund,
      the
      Master Servicer or the Certificateholders.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any Ocwen Mortgage
      Loan or SPS Mortgage Loan during the portion of the related Prepayment Period
      occurring in the month prior to the month in which the related Distribution
      Date
      occurs, Ocwen or SPS, as applicable, shall, to the extent of the Servicing
      Fee
      for such Distribution Date, deposit into its Custodial Account, as a reduction
      of and to the extent of, the Servicing Fee for such Distribution Date, no later
      than the close of business on the Remittance Date immediately preceding such
      Distribution Date, an amount equal to the Prepayment Interest Shortfall; and
      in
      case of such deposit, neither Ocwen nor SPS shall be entitled to any recovery
      or
      reimbursement from the Depositor, the Trustee, the Sponsor, the Trust Fund,
      the
      Master Servicer or the Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator shall be deemed to allocate
      distributions to the REMIC I Regular Interests and REMIC II Regular Interests
      in
      accordance with Section 5.07 hereof.

     

    Section
      5.04  Distributions.

     

    (a)  On
      each
      Distribution Date, the Securities Administrator will withdraw funds on deposit
      in the Distribution Account and make distributions to the Certificateholders
      in
      accordance with the Remittance Report for such Distribution Date, in the
      following order of priority:

     

    (i)  On
      each
      Distribution Date, the Interest Remittance Amount for such Distribution Date,
      to
      the extent of funds in the Distribution Account, will be paid in the following
      order of priority:

     

    
      	
            	(1)	
              from
                the Interest Remittance Amount derived from the Group I Mortgage
                Loans and
                the Group II Mortgage Loans, the Group I Allocation Percentage and
                the
                Group II Allocation Percentage, as applicable, of any Net Swap Payment
                and
                any Swap Termination Payment paid to the Supplemental Interest Trust
                and
                owed to the Swap Provider (unless the Swap Provider is a Defaulting
                Party
                or the sole Affected Party (as defined in the ISDA Master Agreement)
                and
                to the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust
                Trustee);

            


    

     

    
      	
            	(2)	
              from
                the Interest Remittance Amount derived from the Group I Mortgage
                Loans and
                the Group II Mortgage Loans remaining after payments pursuant to
                clause
                (1) above to the Senior Certificates, pro rata based on amounts due,
                Current Interest and any Carryforward Interest for each such class
                and
                such Distribution Date, provided
                that:

            


    

     

    
      	 	
              (a)

            	
              the
                Interest Remittance Amount derived from the Group I Mortgage Loans
                will be
                distributed in the following order of priority: (x) first, to the
                Class
                I-A-1 Certificates, Current Interest and any Carryforward Interest
                for
                such Class for such Distribution Date; and then (y) concurrently,
                to the
                Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
                Current Interest and Carryforward Interest for each such Class for
                such
                Distribution Date, on a pro rata basis based on the entitlement of
                each
                such Class, after taking into account the distribution of the Interest
                Remittance Amount derived from the Group II Mortgage Loans on such
                Distribution Date; and

            


    

     

    
      	 	
              (b)

            	
              the
                Interest Remittance Amount derived from the Group II Mortgage Loans
                will
                be distributed in the following order of priority: (x) first, concurrently
                to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
                Certificates, Current Interest and any Carryforward Interest for
                each such
                Class for such Distribution Date, on a pro rata basis based on the
                entitlement of each such Class; and then (y) to the Class I-A-1
                Certificates, Current Interest and any Carryforward Interest for
                such
                Class for such Distribution Date, after taking into account the
                distribution of the Interest Remittance Amount derived from the Group
                I
                Mortgage Loans on such Distribution
                Date.

            


    

     

    
      	
            	(3)	
              from
                the remaining Interest Remittance Amount, to the Class M-1 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(4)	
              from
                the remaining Interest Remittance Amount, to the Class M-2 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(5)	
              from
                the remaining Interest Remittance Amount, to the Class M-3 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(6)	
              from
                the remaining Interest Remittance Amount, to the Class M-4 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(7)	
              from
                the remaining Interest Remittance Amount, to the Class M-5 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(8)	
              from
                the remaining Interest Remittance Amount, to the Class M-6 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	
            	(9)	
              from
                the remaining Interest Remittance Amount, to the Class M-7 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	
            	(10)	
              from
                the remaining Interest Remittance Amount, to the Class M-8 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	
            	(11)	
              from
                the remaining Interest Remittance Amount, to the Class M-9 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	
            	(12)	
              from
                the remaining Interest Remittance Amount, to the Class B-1 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; and

            


    

     

    
      	
            	(13)	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Interest Remittance Amount
                remaining after application pursuant to clauses (1) through (12)
                above for
                such Distribution Date.

            


    

     

    (ii)  The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I. On
      each
      Distribution Date (x) prior to the Stepdown Date or (y) with respect to which
      a
      Trigger Event is in effect, the Principal Payment Amount will be paid in the
      following order of priority:

     

    
      	
            	(A)	
              to
                the Supplemental Interest Trust from the Principal Payment Amount
                derived
                from the Group I Mortgage Loans and the Group II Mortgage Loans,
                the Group
                I Allocation Percentage and the Group II Allocation Percentage, as
                applicable, of any Net Swap Payment and any Swap Termination Payment
                owed
                to the Swap Provider (unless the Swap Provider is a Defaulting Party
                or
                the sole Affected Party (as defined in the ISDA Master Agreement)
                and to
                the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust Trustee)
                to
                the extent not paid from the Interest Remittance Amounts on such
                Distribution Date;

            


    

     

    
      	
            	(B)	
              (i)from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clause (A) above, to the Class
                I-A-1 Certificates, until the Certificate Principal Balance thereof
                has
                been reduced to zero;

            


    

     

    (ii)
       from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clause (A) above, sequentially, to the Class
      II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; 

     

    
      	
            	(C)	
              (i)from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clauses (A) and (B) above and
                after the Certificate Principal Balance of the Class I-A-1 Certificates
                has been reduced to zero, sequentially, to the Class II-A-1, Class
                II-A-2,
                Class II-A-3 and Class II-A-4 Certificates, in that order, after
                taking
                into account payments pursuant to clause I(B)(ii) above, until the
                Certificate Principal Balance of each such Class has been reduced
                to
                zero;

            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and after the
      Certificate Principal Balances of the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates have been reduced to zero, to the Class I-A-1
      Certificates, after taking into account payments pursuant to clause I(B)(i)
      above, until its Certificate Principal Balance has been reduced to zero;


     

    
      	
            	(D)	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(E)	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(F)	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(G)	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(H)	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(I)	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(J)	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(K)	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(L)	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
            	(M)	
              to
                the Class B-1 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero; and

            


    

     

    
      	
            	(N)	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses I(A) through I(M)
                above.

            


    

     

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      Aggregate Certificate Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero, distributions to the Group II
      Certificates will be allocated to the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates, on a pro rata basis based on the Certificate
      Principal Balance of each such Class, until the Certificate Principal Balance
      of
      each such Class has been reduced to zero.

     

    II. On
      each
      Distribution Date (x) on or after the Stepdown Date and (y) with respect to
      which a Trigger Event is not in effect, the Principal Payment Amount will be
      paid in the following order of priority:

     

    
      	
            	(A)	
              to
                the Supplemental Interest Trust from the Principal Payment Amount
                derived
                from the Group I Mortgage Loans and the Group II Mortgage Loans,
                the Group
                I Allocation Percentage and the Group II Allocation Percentage, as
                applicable, of any Net Swap Payment and any Swap Termination Payment
                owed
                to the Swap Provider (unless the Swap Provider is a Defaulting Party
                or
                the sole Affected Party (as defined in the ISDA Master Agreement)
                and to
                the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust Trustee)
                remaining unpaid after the distribution of the Interest Remittance
                Amounts
                on such Distribution Date;

            


    

     

    
      	
            	(B)	
              (i)from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clause (A) above, to the Class
                I-A-1
                Certificates, the Group I Allocation Amount until its Certificate
                Principal Balance has been reduced to zero;


            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clause (A) above, sequentially, to the Class II-A-1,
      Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order, the
      Group II Allocation Amount until the Certificate Principal Balance of each
      such
      Class has been reduced to zero;

     

    
      	
            	(C)	
              (i)from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clauses (A) and (B) above and
                after
                the Certificate Principal Balance of the Class I-A-1 Certificates
                has been
                reduced to zero, sequentially, to the Class II-A-1, Class II-A-2,
                Class
                II-A-3 and Class II-A-4 Certificates, in that order, up to the Group
                II
                Allocation Amount remaining unpaid, after taking into account payments
                pursuant to clause II(B)(ii) above, until the Certificate Principal
                Balance of each such Class has been reduced to
                zero;

            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and
      after
      the Certificate Principal Balances of the Class II-A-1, Class II-A-2, Class
      II-A-3 and Class II-A-4 Certificates have been reduced to zero, to the Class
      I-A-1 Certificates, to the Class I-A-1 Certificates, up to the Group I
      Allocation Amount remaining unpaid, after taking into account payments pursuant
      to clause II(B)(i) above, until its Certificate Principal Balance has been
      reduced to zero;

     

    
      	
            	(D)	
              to
                the Class M-1 Certificates, the Class M-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(E)	
              to
                the Class M-2 Certificates, the Class M-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(F)	
              to
                the Class M-3 Certificates, the Class M-3 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(G)	
              to
                the Class M-4 Certificates, the Class M-4 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(H)	
              to
                the Class M-5 Certificates, the Class M-5 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero; 

            


    

     

    
      	
            	(I)	
              to
                the Class M-6 Certificates, the Class M-6 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(J)	
              to
                the Class M-7 Certificates, the Class M-7 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(K)	
              to
                the Class M-8 Certificates, the Class M-8 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(L)	
              to
                the Class M-9 Certificates, the Class M-9 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	
            	(M)	
              to
                the Class B-1 Certificates, the Class B-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero; and

            


    

     

    
      	
            	(N)	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses II(A) through II(M)
                above.

            


    

     

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      Aggregate Certificate Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero, distributions to the Group II
      Certificates will be allocated to the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates, on a pro rata basis based on the Certificate
      Principal Balance of each such Class, until the Certificate Principal Balance
      of
      each such Class has been reduced to zero.

     

    (iii)  On
      each
      Distribution Date, the Monthly Excess Cashflow will be distributed in the
      following order of priority:

     

    
      	
            	(1)	
              (A)
                until the aggregate Certificate Principal Balance of the Senior
                Certificates and Subordinate Certificates equals the Aggregate Loan
                Balance for such Distribution Date (after giving effect to scheduled
                payments of principal due during the related Due Period to the extent
                received or advanced, unscheduled collections of principal received
                during
                the related Prepayment Period and after reduction for Realized Losses
                on
                the Mortgage Loans incurred during the related Due Period) minus
                the
                Targeted Overcollateralization Amount for such Distribution Date,
                on each
                Distribution Date (a) prior to the Stepdown Date or (b) with respect
                to
                which a Trigger Event is in effect, to the extent of Monthly Excess
                Interest for such Distribution Date, to the Senior Certificates and
                Subordinate Certificates, in the following order of
                priority:

            


    

     

    
      	
            	(i)	
              (a)the
                Group I Excess Interest Amount in the following order of priority:
                (x)
                first, to the Class I-A-1 Certificates, until its Certificate Principal
                Balance has been reduced to zero, and then (y) sequentially, to the
                Class
                II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
                in that
                order, after taking into account the distribution of the Group II
                Excess
                Interest Amount, until the Certificate Principal Balance of each
                such
                Class has been reduced to zero; 

            


    

     

    (b) the
      Group
      II Excess Interest Amount in the following order of priority: (x) first,
      sequentially, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class has been reduced to zero, and then (y) to the Class I-A-1
      Certificates, after taking into account the distribution of the Group I Excess
      Interest Amount, until its Certificate Principal Balance has been reduced to
      zero; 

     

    (ii)  to
      the
      Class M-1 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (iii)  to
      the
      Class M-2 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (iv)  to
      the
      Class M-3 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (v)  to
      the
      Class M-4 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (vi)  to
      the
      Class M-5 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero;

     

    (vii)  to
      the
      Class M-6 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (viii)  to
      the
      Class M-7 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (ix)  to
      the
      Class M-8 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (x)  to
      the
      Class M-9 Certificates, until its Certificate Principal Balance has been reduced
      to zero; and

     

    (xi)  to
      the
      Class B-1 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (B) on
      each
      Distribution Date on or after the Stepdown Date and with respect to which a
      Trigger Event is not in effect, to
      fund
      any principal distributions required to be made on such Distribution Date set
      forth in Section 5.04(a)(ii)II,
      after
      giving effect to the distribution of the Principal Payment Amount for such
      date,
      in accordance with the priorities set forth therein;

     

    (2)  to
      the
      Class M-1 Certificates, any Deferred Amount for such Class;

     

    (3)  to
      the
      Class M-2 Certificates, any Deferred Amount for such Class;

     

    (4)  to
      the
      Class M-3 Certificates, any Deferred Amount for such Class;

     

    (5)  to
      the
      Class M-4 Certificates, any Deferred Amount for such Class;

     

    (6)  to
      the
      Class M-5 Certificates, any Deferred Amount for such Class;

     

    (7)  to
      the
      Class M-6 Certificates, any Deferred Amount for such Class;

     

    (8)  to
      the
      Class M-7 Certificates, any Deferred Amount for such Class;

     

    (9)  to
      the
      Class M-8 Certificates, any Deferred Amount for such Class;

     

    (10)  to
      the
      Class M-9 Certificates, any Deferred Amount for such Class;

     

    (11)  to
      the
      Class B-1 Certificates, any Deferred Amount for such Class;

     

    (12)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3 and Class
      II-A-4 Certificates, concurrently, any Basis Risk Shortfall for each such Class,
      on a pro rata basis based on the entitlement of each such Class;

     

    (13)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-1 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (14)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-2 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (15)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-3 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (16)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-4 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (17)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-5 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (18)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-6 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (19)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-7 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (20)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-8 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (21)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-9 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (22)  to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class B-1 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (23)  to
      the
      Supplemental Interest Trust, any Swap Termination Payment owed to the Swap
      Provider in the event of a Swap Provider Trigger Event and the Swap Provider
      is
      a Defaulting Party or the sole Affected Party (as defined in the ISDA Master
      Agreement) not paid on prior Distribution Dates and to the extent not paid
      by
      the Securities Administrator from any upfront payment received pursuant to
      any
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee;

     

    (24)  to
      the
      Class X Certificates, the Class X Distribution Amount; and

     

    (25)  to
      the
      Class R Certificates, any remaining amount. It is not anticipated that any
      amounts will be distributed to the Class R Certificates under this
      clause (25).

     

    Notwithstanding
      the foregoing, distributions pursuant to clauses (2) through (22) above on
      any
      Distribution Date will be made after giving effect to payments received pursuant
      to the Basis Risk Cap Agreement, the Swap Agreement and the Interest Rate Cap
      Agreement. 

     

    (iv)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Senior Certificates or a Class of Subordinate Certificates, on each Distribution
      Date the Securities Administrator shall make distributions to each Holder of
      a
      Senior Certificate or Subordinate Certificate of record on the preceding Record
      Date either by wire transfer in immediately available funds to the account
      of
      such holder at a bank or other entity having appropriate facilities therefor,
      if
      (i) such Holder has so notified the Securities Administrator at least five
      (5)
      Business Days prior to the related Record Date and (ii) such Holder shall hold
      Regular Certificates with aggregate principal denominations of not less than
      $1,000,000 or evidencing a Percentage Interest aggregating ten percent (10%)
      or
      more with respect to such Class or, if not, by check mailed by first class
      mail
      to such Certificateholder at the address of such holder appearing in the
      Certificate Register. Notwithstanding the foregoing, but subject to
      Section 10.02 hereof respecting the final distribution, distributions with
      respect to Senior Certificates and Subordinate Certificates registered in the
      name of a Depository shall be made to such Depository in immediately available
      funds.

     

    (v)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
      deducted from Interest Remittance Amount, and to the extent of any such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Certificateholders. On each Distribution Date, such amounts
      will be remitted to the Supplemental Interest Trust, first to make any Net
      Swap
      Trust Payment owed to the Swap Provider pursuant to the Swap Agreement for
      such
      Distribution Date, and second to make any Swap Termination Payment (not due
      to a
      Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date (to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Securities
      Administrator). Any Swap Termination Payment due as a result of the occurrence
      of a Swap Provider Trigger Event owed to the Swap Provider pursuant to the
      Swap
      Agreement will be subordinated to distributions to the Holders of the Senior
      Certificates and Subordinate Certificates and shall be paid as set forth in
      Section 5.04(a)(iii)(23).

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Swap Provider in respect of any Net Swap Payment
      then
      on deposit in the Supplemental Interest Trust in the following order of
      priority:

     

    (i)  concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, in an amount equal to any Current Interest and any Carryforward
      Interest for such Class or Classes to the extent not covered by the Interest
      Remittance Amount on that Distribution Date and solely to the extent the amount
      of any Carryforward Interest is a result of the allocation of the interest
      portion of Realized Losses;

     

    (ii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, in an
      amount equal to Current Interest and any Carryforward Interest for such Class
      or
      Classes to the extent not covered by the Interest Remittance Amount on that
      Distribution Date and solely to the extent the amount of any Carryforward
      Interest is as a result of the allocation of the interest portion of Realized
      Losses; 

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B-1 Certificates, in an amount equal to
      any
      Deferred Amounts, for such Class or Classes, prior to giving effect to amounts
      available to be paid in respect of Deferred Amounts pursuant to Section
      5.04(iii);

     

    (iv)  to
      the
      holders of the Senior Certificates and Subordinate Certificates then entitled
      to
      receive distributions in respect of principal, in an amount necessary to
      maintain or restore the Targeted Overcollateralization Amount after taking
      into
      account distributions made pursuant to Section 5.04(iii)(1) in the manner and
      order of prioriy set forth in Section 5.04(iii)(1); 

     

    (v)  to
      pay
      the Senior Certificates and Subordinate Certificates as follows: first, to
      the
      Senior Certificates, on a pro rata basis based on the entitlement of each such
      Class, based on the aggregate amount of Basis Risk Shortfall Amounts for each
      such Class of Senior Certificates, and second, sequentially, to the Class M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
      Class M-9 and Class B-1 Certificates, in that order, any related Basis Risk
      Shortfall Amount for such Class or Classes on such Distribution Date but prior
      to making distributions in respect of any Basis Risk Shortfall Amounts
      distributable pursuant to Section 5.04(iii)(12)-(22); and

     

    (vi)
       to
      the
      Class X Certificates, any remaining amounts.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received under the Interest Rate Cap Agreement on deposit in the
      Supplemental Interest Trust in the following order of priority:

     

    (i)  concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, in an amount equal to any Current Interest and any Carryforward
      Interest for such Class or Classes to the extent not covered by the Interest
      Remittance Amount or Net Swap Payments paid by the Swap Provider on that
      Distribution Date and solely to the extent the amount of any Carryforward
      Interest is a result of the allocation of the interest portion of Realized
      Losses;

     

    (ii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, in an
      amount equal to Current Interest and any Carryforward Interest for such Class
      or
      Classes to the extent not covered by the Interest Remittance Amount or Net
      Swap
      Payments paid by the Swap Provider on that Distribution Date and solely to
      the
      extent the amount of any Carryforward Interest is as a result of the allocation
      of the interest portion of Realized Losses; 

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9 and Class B-1 Certificates, in an amount equal to
      any
      Deferred Amounts, for such Class or Classes, prior to giving effect to amounts
      available to be paid in respect of Deferred Amounts pursuant to Section
      5.04(iii) and after giving effect to any Net Swap Payment paid by the Swap
      Provider and available to pay Deferred Amounts;

     

    (iv)  to
      the
      holders of the Senior Certificates and Subordinate Certificates then entitled
      to
      receive distributions in respect of principal, in an amount necessary to
      maintain or restore the Targeted Overcollateralization Amount after taking
      into
      account distributions made pursuant to Section 5.04(iii)(1) and Net Swap
      Payments paid by the Swap Provider; 

     

    (v)  to
      pay
      the Senior Certificates and Subordinate Certificates as follows: first, to
      the
      Senior Certificates, on a pro rata basis based on the entitlement of each such
      Class, based on the aggregate amount of Basis Risk Shortfall Amounts for each
      such Class of Senior Certificates remaining unpaid after taking into account
      any
      Net Swap Payment paid by the Swap Provider and available to pay Basis Risk
      Shortfalls, and second, sequentially, to the Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
      B-1
      Certificates, in that order, any related Basis Risk Shortfall Amount for such
      Class or Classes remaining unpaid after taking into account any Net Swap Payment
      paid by the Swap Provider and available to pay Basis Risk Shortfalls on such
      Distribution Date but prior to making distributions in respect of any Basis
      Risk
      Shortfall Amounts distributable pursuant to Section 5.04(iii)(12)-(22);
      and

     

    (vi)
       to
      the
      Class X Certificates, any remaining amounts.

     

    Section
      5.05  Allocation
      of Realized Losses.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Mortgage Loan that occurred
      during the immediately preceding calendar month, based solely on the reports
      delivered by the Servicers pursuant to this Agreement and the Servicing
      Agreeement.

     

    (b)  The
      interest portion of Realized Losses on the Mortgage Loans shall be allocated
      to
      the Certificates as described in Section 1.02 hereof.

     

    (c)  The
      principal portion of all Realized Losses on the Mortgage Loans shall be
      allocated on each Distribution Date as follows: first, in reduction of payments
      made by the Basis Risk Cap Provider under the Basis Risk Cap Agreement, Net
      Swap
      Payments paid by the Swap Provider under the Interest Rate Swap Agreement,
      payments made by the Interest Rate Cap Provider under the Interest Rate Cap
      Agreement and the Monthly Excess Cashflow for such Distribution date; second,
      to
      the Class X Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; third, to the Class B-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; fourth, to
      the
      Class M-9 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fifth, to the Class M-8 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; sixth, to the Class M-7
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; seventh, to the Class M-6 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; ninth,
      to the Class M-4 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; tenth, to the Class M-3 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eleventh, to
      the
      Class M-2 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; and twelfth, to the Class M-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero. All such
      Realized Losses to be allocated to the Certificate Principal Balances of the
      Classes of Subordinate Certificates on any Distribution Date shall be so
      allocated after the actual distributions to be made on such date as provided
      above. All references above to the Certificate Principal Balance of any Class
      of
      Subordinate Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Subordinate
      Certificates on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to a Class X Certificate shall be made by reducing the amount otherwise
      payable in respect thereof pursuant to Section 5.04(a)(iii)(24). No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Senior Certificates or Class P Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (d)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      Servicers under this Agreement or the Servicing Agreement, as applicable, that
      any Subsequent Recoveries have been collected by a Servicer with respect to
      the
      Mortgage Loans, the amount of such Subsequent Recoveries will be applied to
      increase the Certificate Principal Balance of the Class of Subordinate
      Certificates with the highest payment priority to which Realized Losses on
      the
      Mortgage Loans have been allocated, but not by more than the amount of Realized
      Losses previously allocated to that Class of Subordinate Certificates pursuant
      to this Section 5.05. After the Certificate Principal Balances of any Class
      of Subordinate Certificates have been increased up to the amount of Realized
      Losses allocated thereto pursuant to this Section 5.05 to the extent that
      such Applied Loss Amounts have not been paid to such certificates as a Deferred
      Amount, any additional Subsequent Recoveries with respect to the Mortgage Loans
      will be applied to increase the Certificate Principal Balance of the remaining
      Subordinate Certificates, beginning with the Class of Subordinate Certificates
      with the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Certificates pursuant to this
      Section 5.05 but only to the extent that any such Applied Loss Amount has
      not been paid to any Class of Certificates as a Deferred Amount. Holders of
      such
      Certificates will not be entitled to any payment in respect of current interest
      on the amount of such increases for any Accrual Period preceding the
      Distribution Date on which such increase occurs. Any such increases shall be
      applied to the Certificate Principal Balance of each Class of Subordinate
      Certificate in accordance with its respective Percentage Interest. 

     

    (e)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Group
      I
      Mortgage Loans shall be allocated shall be allocated on each Distribution Date
      first, to REMIC I Regular Interest I until the Uncertificated Principal Balance
      has been reduced to zero, and second, to REMIC I Regular Interest I-1-A through
      REMIC I Regular Interest I-54-B, starting with the lowest numerical denomination
      until such REMIC I Regular Interest has been reduced to zero, provided that,
      for
      REMIC I Regular Interests with the same numerical denomination, such Realized
      Losses shall be allocated pro rata between such REMIC I Regular Interests.
      All
      Realized Losses on the Group II Mortgage Loans shall be allocated on each
      Distribution Date first, to REMIC I Regular Interest II until the Uncertificated
      Principal Balance has been reduced to zero, and second, to REMIC I Regular
      Interest II-1-A through REMIC I Regular Interest II-54-B, starting with the
      lowest numerical denomination until such REMIC I Regular Interest has been
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro rata between
      such REMIC I Regular Interests. 

     

    (f)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated on each Distribution Date first,
      to
      REMIC I Regular Interest I until the Uncertificated Principal Balance has been
      reduced to zero, and second, to REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest I-60-B, starting with the lowest numerical denomination until
      such REMIC I Regular Interest has been reduced to zero, provided that, for
      REMIC
      I Regular Interests with the same numerical denomination, such Realized Losses
      shall be allocated pro rata between such REMIC I Regular Interests.


     

    All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to the following REMIC II Regular Interests in the specified percentages,
      as follows: first, to Uncertificated Accrued Interest payable to the REMIC
      II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%,
      respectively; second, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
      respectively; third, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-B1 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-B1 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M9 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M9 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M8
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M8 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M7 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M7 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M6 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M6 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M5
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M5 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M4 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M4 has been reduced to zero; tenth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M3 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M3 has been reduced to zero; eleventh, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M2 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M2 has
      been
      reduced to zero; and twelfth, to the Uncertificated Principal Balances of REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-M1 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M1 has been reduced to
      zero.

     

    Section
      5.06  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates, the Depositor, the Servicer and the
      Credit Risk Manager via its website a statement setting forth the following
      information for the Certificates:

     

    (i)  the
      Interest Accrual Period and Distribution Date for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

    (iii)  with
      respect to each Loan Group, the total cash flows received and the general
      sources thereof;

     

    (iv)  the
      amount of the related distribution to Holders of each Class allocable to
      principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein, (B) the aggregate of all scheduled payments of
      principal included therein, (C) the Monthly Excess Interest with respect to
      the
      Certificates (if any) and (D) the amount of Prepayment Charges distributed
      to
      the Class P Certificates;

     

    (v)  the
      amount distributed to Holders of each Class on such Distribution Date allocable
      to interest;

     

    (vi)  the
      Certificate Principal Balance of each Class of Certificates, if applicable,
      after giving effect (i) to all distributions allocable to principal on such
      Distribution Date and (ii) the allocation of any Realized Losses for such
      Distribution Date;

     

    (vii)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date;

     

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

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicers pursuant to
      Section 5.02 of this Agreement or the Servicing Agreement, as applicable,
      or the Master Servicer pursuant to Section 4.14 of this
      Agreement;

     

    (x)  the
      cumulative amount of Realized Losses to date and, in addition, if the
      Certificate Principal Balance of any Class of Certificates have been reduced
      to
      zero, the cumulative amount of any Realized Losses that have not been allocated
      to any Class of Certificates;

     

    (xi)  the
      Overcollateralization Amount and the Senior Enhancement Percentage, any
      Overcollateralization Deficiency Amount and any Overcollateralization Release
      Amount for such Distribution Date

     

    (xii)  with
      respect to each Loan Group, the amount of any Prepayment Charges remitted by
      the
      Servicers;

     

    (xiii)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xiv)  with
      respect to each Loan Group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xv)  the
      number and aggregate principal balance of any Mortgage Loans that were (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (not including Liquidated Mortgage Loans as of the end of the related Prepayment
      Period) (1) one scheduled payment is delinquent, (2) two scheduled payments
      are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any Mortgage Loans in respect of which (A)
      one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
      (C) three or more scheduled payments are delinquent and (D) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and the Stated Principal Balance of, and Realized Loss
      on, such Mortgage Loan as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties in
      each
      Loan Group and the Mortgage Loans in the aggregate as of the close of business
      on the Determination Date preceding such Distribution Date;

     

    (xviii)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the Aggregate Loan Group Balance of the Mortgage Loans in a Loan Group
      that are sixty (60) days or more delinquent or are in bankruptcy or foreclosure
      or are REO Properties, and the denominator of which is the Aggregate Loan Group
      Balance of all of the Mortgage Loans in such Loan Group as of the last day
      of
      the related Due Period; 

     

    (xix)  the
      aggregate Servicing Fee received by the Servicer, and the Master Servicing
      Fees,
      if any, received by the Master Servicer during the related Due
      Period;

     

    (xx)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxi)  the
      amount of any Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
      Reserve Fund after all deposits and withdrawals on such Distribution Date;
      

     

    (xxii)  amounts
      payable in respect of the Basis Risk Cap Agreement;

     

    (xxiii)  amounts
      payable in respect of the Swap Agreement;

     

    (xxiv)  amounts
      payable in respect of the Interest Rate Cap Agreement; and

     

    (xxv)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in
      effect.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer, the Basis Risk Cap
      Provider, the Swap Provider and the Interest Rate Cap Provider. The Securities
      Administrator will make available a copy of each statement provided pursuant
      to
      this Section 5.06 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.06 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    Section
      5.07  REMIC
      Designations, REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI
      Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC
      III,
      REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under
      Section 860D of the Code. Any inconsistencies or ambiguities in this
      Agreement or in the administration of this Agreement shall be resolved in a
      manner that preserves the validity of such REMIC elections. The REMIC I Regular
      Interests shall constitute the assets of REMIC II. The REMIC II Regular
      Interests shall constitute the assets of REMIC III.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-I Interest,
      as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-54-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC I Regular Interests I-1-A through I-54-B starting with the lowest
      numerical denomination until the Uncertificated Principal Balance of each such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC I Regular Interests; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date in January 2012 until $100 has been distributed pursuant to this
      clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC II
      to
      REMIC III on account of the REMIC II Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-II Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and then to the Holders of REMIC II Regular Interest
      LT-AA, REMIC
      II
      Regular Interest LT-IA1,
      REMIC II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-B1 and
      REMIC II Regular Interest LT-ZZ, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC II Regular Interest LT-ZZ shall be reduced and deferred
      when
      the REMIC II Overcollateralization Amount is less than the REMIC II Targeted
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
      and
      such amount will be payable to the Holders of REMIC II Regular Interest LT-IA1,
      REMIC II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC
      II
      Regular Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular Interest
      LT-B1 in the same proportion as the Overcollateralization Deficiency is
      allocated to the Corresponding Certificates and the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-ZZ shall be increased by such
      amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the Interest Remittance Amount and the Principal Payment Amount
      for
      such Distribution Date after the distributions made pursuant to clause (i)
      above, allocated as follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in January 2012 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-IA1, REMIC
      II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular Interest LT-B1,
      1%
      in the same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Principal Balances of such REMIC II
      Regular Interests are reduced to zero and second, to the Holders of REMIC II
      Regular Interest LT-ZZ (other than amounts payable under the proviso below),
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular Interest
      LT-P, in that order and (ii) REMIC II Regular Interest LT-ZZ, respectively;
      provided that REMIC II Regular Interest LT-P shall not be reduced until the
      Distribution Date in January 2012, at which point such amount shall be
      distributed to REMIC II Regular Interest LT-P, until $100 has been distributed
      pursuant to this clause.

     

    (iii)  all
      amounts paid to the Class X Certificates shall be deemed to be distributed
      to
      the Class X Interest;

     

    (iv)  all
      amounts paid to the Class P Certificates shall be deemed to be distributed
      to
      the Class P Interest; and

     

    (v)  all
      amounts paid to REMIC VI Regular Interest IO shall be deemed to be distributed
      to the Class IO Interest.

     

    Section
      5.08  Prepayment
      Charges.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from the Distribution Account and
      distributed by the Securities Administrator in accordance with the Remittance
      Report to the Class P Certificates and shall not be available for distribution
      to the holders of any other Class of Certificates. The payment of such
      Prepayment Charges shall not reduce the Certificate Principal Balance of the
      Class P Certificates. The Master Servicer shall not be responsible for
      calculating or otherwise verifying Prepayment Charge amounts.

     

    Section
      5.09  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, NA, as Securities
      Administrator, for the benefit of Nomura Home Equity Loan, Inc., Home Equity
      Loan Trust 2007-2 Class P Certificate Account”. On the Closing Date, the
      Depositor will deposit, or cause to be deposited in the Class P Certificate
      Account $100.00. The amount on deposit in the Class P Certificate Account shall
      be held uninvested. On the January 2012 Distribution Date, the Securities
      Administrator shall withdraw the amount on deposit in the Class P Certificate
      Account and remit such amount to the Holders of the Class P Certificates, in
      reduction of the Certificate Principal Balance thereof. 

     

    Section
      5.10  [Reserved].

     

    Section
      5.11  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Senior Certificates and the Subordinate
      Certificates. The Basis Risk Shortfall Reserve Fund must be an Eligible Account.
      The Basis Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall
      Reserve Fund, HSBC Bank USA, National Association, as Trustee for the benefit
      of
      holders of Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2007-2, Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4,
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9 and Class B-1 Certificates”. On the Closing Date, the
      Depositor will deposit, or cause to be deposited, into the Basis Risk Shortfall
      Reserve Fund $1,000. On each Distribution Date as to which there is a Basis
      Risk
      Shortfall payable to any Class of Certificates, the Securities Administrator
      shall deposit the amounts pursuant to paragraphs (12) through (22) of
      Section 5.04(a)(iii) into the Basis Risk Shortfall Reserve Fund and the
      Securities Administrator has been directed by the Class X Certificateholder
      to
      distribute such amounts to the Holders of the Senior Certificates and
      Subordinate Certificates in the amounts and priorities set forth in
      Section 5.04(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
      Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not
      an asset of any REMIC. The Securities Administrator on behalf of the Trust
      shall
      be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class X
      Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
      Reserve Fund, subject to the power of the Securities Administrator to transfer
      amounts under Section 5.04(a)(iii). Amounts in the Basis Risk Shortfall
      Reserve Fund shall be held either uninvested in a trust or deposit account
      of
      the Securities Administrator with no liability for interest or other
      compensation thereof or, at the written direction of the Majority Class X
      Certificateholder, be invested in Permitted Investments that mature no later
      than the Business Day prior to the next succeeding Distribution Date. All net
      income and gain from such investments shall be distributed to the Majority
      Class
      X Certificateholder, not as a distribution in respect of any interest in any
      REMIC, on such Distribution Date. All amounts earned on amounts on deposit
      in
      the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Basis Risk Shortfall Reserve Fund by the Majority Class X Certificateholder
      out
      of its own funds immediately as realized. In the event that the Majority Class
      X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Senior Certificates and Subordinate Certificates
      to
      receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
      Basis Risk Shortfall shall
      be
      zero dollars ($0.00).

     

    Section
      5.12  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Senior Certificates and Subordinate Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust shall be an Eligible Account, and funds
      on deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Sections 5.04(a)(i)(1),
      5.04(a)(ii)(I)(A), 5.04(a)(ii)(II)(A) and 5.04(a)(iii)(23) of this Agreement.
      On
      each Distribution Date, the Securities Administrator shall distribute any such
      amounts to the Swap Provider pursuant to the Swap Agreement, first to pay any
      Net Swap Payment owed to the Swap Provider for such Distribution Date, and
      second to pay any Swap Termination Payment owed to the Swap Provider. For the
      avoidance of doubt, any upfront payment (an “Upfront Payment”) paid by the Swap
      Provider on the Closing Date shall not be an asset of the Supplemental Interest
      Trust. The Securities Administrator shall remit any such Upfront Payment to
      the
      Sponsor on the first Distribution Date.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider.
      On
      each Distribution Date, the Securities Administrator shall distribute from
      the
      Supplemental Interest Trust an amount equal to the amount of any Net Swap
      Payment received from the Swap Provider under the Swap Agreement, and make
      the
      distributions required under Section 5.04(b) of this Agreement. 

     

    (d)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Interest Rate Cap
      Provider. On each Distribution Date, the Securities Administrator shall
      distribute from the Supplemental Interest Trust an amount equal to any amounts
      paid under the Interest Rate Cap Agreement on deposit in the Supplemental
      Interest Trust, and make the distributions required under Section 5.04(c) of
      this Agreement.

     

    (e)  On
      each
      Distribution Date, the Securities Administrator will deposit into the
      Supplemental Interest Trust all amounts received under the Basis Risk Cap
      Agreement. On each Distribution Date, the Securities Administrator will make
      payments to the Senior Certificates and Subordinate Certificates in respect
      of
      Basis Risk Shortfalls remaining after taking into accounts amounts paid under
      the Swap Agreement and the Interest Rate Cap Agreement and available for this
      purpose, in the following manner and order of priority: first, concurrently
      to
      the Senior Certificates, on a pro rata basis, based on the entitlement of each
      such Class, the amount of any Basis Risk Shortfalls allocated to such Class
      for
      such Distribution Date; second, to the Class M-1 Certificates, the amount of
      any
      Basis Risk Shortfall allocated to such Class for such Distribution Date for
      such
      Class; third, to the Class M-2 Certificates, the amount of any Basis Risk
      Shortfall allocated to such Class for such Distribution Date for such Class;
      fourth, to the Class M-3 Certificates, the amount of any Basis Risk Shortfalls
      allocated to such Class for such Distribution Date for such Class; fifth, to
      the
      Class M-4 Certificates, the amount of any Basis Risk Shortfalls allocated to
      such Class for such Distribution Date; sixth, to the Class M-5 Certificates,
      the
      amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date; seventh, to the Class M-6 Certificates, the amount of any
      Basis Risk Shortfall allocated to such Class for such Distribution Date for
      such
      Class; eighth, to the Class M-7 Certificates, the amount of any Basis Risk
      Shortfall allocated to such Class for such Distribution Date for such Class;
      ninth, to the Class M-8 Certificates, the amount of any Basis Risk Shortfall
      allocated to such Class for such Distribution Date for such Class; tenth, to
      the
      Class M-9 Certificates, the amount of any Basis Risk Shortfall allocated to
      such
      Class for such Distribution Date for such Class; and eleventh, to the Class
      B-1
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class.

     

    (f)  Upon
      a
      Basis Risk Cap Agreement Early Termination other than in connection with the
      optional termination of the Trust Fund, the Trustee will use reasonable efforts
      to appoint a successor basis risk cap provider to enter into a new basis risk
      cap agreement on terms substantially similar to the basis risk cap agreement,
      with a successor basis risk cap provider meeting all applicable eligibility
      requirements. The Securities Administrator will apply any Basis Risk Cap
      Agreement Termination Payment received from the original Basis Risk Cap Provider
      in connection with such Basis Risk Cap Agreement Early Termination to the
      upfront payment required to appoint the successor basis risk cap provider.
      

     

    If
      the
      Trustee is unable to appoint a successor basis risk cap provider within thirty
      (30) days of the Basis Risk Cap Agreement Early Termination, then the Securities
      Administrator will deposit any Basis Risk Cap Agreement Termination Payment
      received from the original Basis Risk Cap Provider into a separate, non-interest
      bearing reserve account and will, on each subsequent Distribution Date, withdraw
      from the amount then remaining on deposit in such reserve account an amount
      equal to the payment, if any, that would have been paid to the Securities
      Administrator by the original Basis Risk Cap Provider calculated in accordance
      with the terms of the original Basis Risk Cap Agreement, and distribute such
      amount in accordance with the terms of this Agreement.

     

    (g)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class X Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the holder of the Majority Class X Certificateholder,
      invest amounts on deposit in the Supplemental Interest Trust in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      X
      Certificates.

     

    (h)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Sections 5.04(a)(i)(1), 5.04(a)(ii)(I)(A)
      and
      5.04(a)(ii)(II)(A) (other than any Swap Termination Payments) shall first be
      deemed paid to the Supplemental Interest Trust in respect of the Class IO
      Interest to the extent of the amount distributable on such Class IO Interest
      on
      such Distribution Date, and any remaining amount shall be deemed paid to the
      Supplemental Interest Trust in respect of a Class IO Distribution Amount. For
      federal income tax purposes, the Supplemental Interest Trust will be a
      disregarded entity.

     

    (i)  The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class X, Class R and Class R-X Certificates) as having entered into
      a
      notional principal contract with respect to the Holders of the Class X
      Certificates. Pursuant to each such notional principal contract, all Holders
      of
      Certificates (other than the Class P, Class X, Class R and Class R-X
      Certificates) shall be treated as having agreed to pay, on each Distribution
      Date, to the Holder of the Class X Certificates an aggregate amount equal to
      the
      excess, if any, of (i) the amount payable on such Distribution Date on the
      REMIC
      III Regular Interest ownership of which is represented by such Class of
      Certificates over (ii) the amount payable on such Class of Certificates on
      such
      Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO
      Distribution Amount payable from interest collections shall be allocated pro
      rata among such Certificates based on the amount of interest otherwise payable
      to such Certificates, and a Class IO Distribution Amount payable from principal
      collections shall be allocated to the most subordinate Class of such
      Certificates with an outstanding principal balance to the extent of such
      balance. In addition, pursuant to such notional principal contract, the Holder
      of the Class X Certificates shall be treated as having agreed to pay Basis
      Risk
      Shortfalls to the Holders of the Certificates (other than the Class P, Class
      X,
      Class R and Class R-X Certificates) in accordance with the terms of this
      Agreement. Any payments to such Certificates from amounts deemed received in
      respect of this notional principal contract shall not be payments with respect
      to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
      However, any payment from the Certificates (other than the Class P, Class X,
      Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
      be
      treated for tax purposes as having been received by the Holders of such
      Certificates in respect of the REMIC III Regular Interest ownership of which
      is
      represented by such Certificates, and as having been paid by such Holders to
      the
      Supplemental Interest Trust pursuant to the notional principal contract. Thus,
      each Certificate (other than the Class P Certificates, Class R Certificates
      and
      Class R-X Certificates) shall be treated as representing not only ownership
      of a
      Regular Interest in REMIC III, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    (j)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Senior and Subordinate Certificates to receive payments
      from
      the Supplemental Interest Trust for federal tax return and information reporting
      not later than the December 31, 2007.

     

    (k)  Upon
      a
      Swap Early Termination (as defined in the Swap Agreement) other than in
      connection with the optional termination of the Trust Fund, the Trustee will
      use
      reasonable efforts to appoint a successor swap provider to enter into a new
      Swap
      Agreement on terms substantially similar to the Swap Agreement, with a successor
      swap provider meeting all applicable eligibility requirements. If the Securities
      Administrator receives a Swap Termination Payment from the Swap Provider in
      connection with such Swap Early Termination, the Securities Administrator will
      apply such Swap Termination Payment to any upfront payment required to appoint
      the successor swap provider. If the Securities Administrator is required to
      pay
      a Swap Termination Payment to the Swap Provider in connection with such Swap
      Early Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination
      Payment.

     

    If
      the
      Trustee is unable to appoint a successor swap provider within thirty (30) days
      of the Swap Early Termination, then the Securities Administrator will deposit
      any Swap Termination Payment received from the original Swap Provider into
      a
      separate, non-interest bearing reserve account and will, on each subsequent
      Distribution Date, withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the Net Swap Payment, if any, that would
      have
      been paid to the Securities Administrator by the original Swap Provider
      calculated in accordance with the terms of the original Swap Agreement, and
      distribute such amount in accordance with the terms of this
      Agreement.

     

    (l)  Upon
      an
      Interest Rate Cap Agreement Early Termination (as defined in the Interest Rate
      Cap Agreement) other than in connection with the optional termination of the
      trust, the Trustee will use reasonable efforts to appoint a successor interest
      rate cap provider to enter into a new interest rate cap agreement on terms
      substantially similar to the interest rate cap agreement, with a successor
      interest rate cap provider meeting all applicable eligibility requirements.
      The
      Securities Administrator will apply any Interest Rate Cap Agreement Termination
      Payment received from the original Interest Rate Cap Provider in connection
      with
      such Interest Rate Cap Agreement Early Termination to the upfront payment
      required to appoint the successor interest rate cap provider. 

     

    If
      the
      Trustee is unable to appoint a successor interest rate cap provider within
      30
      days of the Interest Rate Cap Agreement Early Termination, then the Securities
      Administrator will deposit any Interest Rate Cap Agreement Termination Payment
      received from the original Interest Rate Cap Provider into a separate,
      non-interest bearing reserve account and will, on each subsequent Distribution
      Date, withdraw from the amount then remaining on deposit in such reserve account
      an amount equal to the payment, if any, that would have been paid to the
      Securities Administrator by the original Interest Rate Cap Provider calculated
      in accordance with the terms of the original Interest Rate Cap Agreement, and
      distribute such amount in accordance with the terms of the Pooling and Servicing
      Agreement.

     

    (m)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Swap Agreement (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that any Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Supplemental Interest Trust
      Trustee shall, promptly following actual notice of such failure, breach or
      event, notify the Depositor and send any notices and make any demands, on behalf
      of the Supplemental Interest Trust, required to enforce the rights of the
      Supplemental Interest Trust under the Swap Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Swap Guaranty” and
      such third party the “Swap Guarantor”), then to the extent that the Swap
      Provider fails to make any payment by the close of business on the day it is
      required to make payment under the terms of the Swap Agreement, the Supplemental
      Interest Trust Trustee shall, promptly following actual notice of the Swap
      Provider’s failure to pay, demand that the Swap Guarantor make any and all
      payments then required to be made by the Swap Guarantor pursuant to such Swap
      Guaranty; provided, that the Supplemental Interest Trust Trustee shall in no
      event be liable for any failure or delay in the performance by the Swap Provider
      or any Swap Guarantor of its obligations hereunder or pursuant to the Swap
      Agreement and the Swap Guaranty, nor for any special, indirect or consequential
      loss or damage of any kind whatsoever (including but not limited to lost
      profits) in connection therewith.

     

    In
      the
      event that the Basis Risk Cap Provider fails to perform any of its obligations
      under the Basis Risk Cap Agreement (including, without limitation, its
      obligation to make any payment or transfer collateral), or breaches any of
      its
      representations and warranties thereunder, or in the event that any Event of
      Default, Termination Event, or Additional Termination Event (each as defined
      in
      the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap
      Agreement, the Supplemental Interest Trust Trustee shall, promptly following
      actual notice of such failure, breach or event, notify the Depositor and send
      any notices and make any demands, on behalf of the Supplemental Interest Trust,
      required to enforce the rights of the Supplemental Interest Trust under the
      Basis Risk Cap Agreement. 

     

    In
      the
      event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
      party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty
      the “Basis Risk Guaranty” and such third party the “Basis Risk Guarantor”), then
      to the extent that the Basis Risk Cap Provider fails to make any payment by
      the
      close of business on the day it is required to make payment under the terms
      of
      the Basis Risk Cap Agreement, the Supplemental Interest Trust Trustee shall,
      promptly following actual notice of the Basis Risk Cap Provider’s failure to
      pay, demand that the Basis Risk Guarantor make any and all payments then
      required to be made by the Basis Risk Guarantor pursuant to such Basis Risk
      Guaranty; provided, that the Supplemental Interest Trust Trustee shall in no
      event be liable for any failure or delay in the performance by the Basis Risk
      Cap Provider or any Basis Risk Guarantor of its obligations hereunder or
      pursuant to the Basis Risk Cap Agreement and the Basis Risk Guaranty, nor for
      any special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits) in connection
      therewith.

     

    In
      the
      event that the Interest Rate Cap Provider fails to perform any of its
      obligations under the Interest Rate Cap Agreement (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Interest Rate Cap Agreement) occurs with respect to
      the
      Interest Rate Cap Agreement, the Supplemental Interest Trust Trustee shall,
      promptly following actual notice of such failure, breach or event, notify the
      Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, required to enforce the rights of the Supplemental
      Interest Trust under the Interest Rate Cap Agreement. 

     

    In
      the
      event that the Interest Rate Cap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Cap Agreement (such
      guaranty the “Interest Rate Cap Guaranty” and such third party the “Interest
      Rate Cap Guarantor”), then to the extent that the Interest Rate Cap Provider
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Interest Rate Cap Agreement, the
      Supplemental Interest Trust Trustee shall, promptly following actual notice
      of
      the Interest Rate Cap Provider’s failure to pay, demand that the Interest Rate
      Cap Guarantor make any and all payments then required to be made by the Interest
      Rate Cap Guarantor pursuant to such Interest Rate Cap Guaranty; provided, that
      the Supplemental Interest Trust Trustee shall in no event be liable for any
      failure or delay in the performance by the Interest Rate Cap Provider or any
      Interest Rate Cap Guarantor of its obligations hereunder or pursuant to the
      Interest Rate Cap Agreement and the Interest Rate Cap Guaranty, nor for any
      special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits) in connection
      therewith.

     

    Section
      5.13  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Senior Certificate or Subordinate
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Basis
      Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of
      any
      Basis Risk Shortfalls or the obligation to make payments to the Supplemental
      Interest Trust. For federal income tax purposes, the Securities Administrator
      will account for payments to each Senior Certificate and Subordinate Certificate
      as follows: each Senior Certificate and Subordinate Certificate will be treated
      as receiving their entire payment from REMIC III (regardless of any Swap
      Termination Payment or obligation under the Swap Agreement) and subsequently
      paying their portion of any Swap Termination Payment in respect of each such
      Class’ obligation under the Swap Agreement. In the event that any such Class is
      resecuritized in a REMIC, the obligation under the Swap Agreement to pay any
      such Swap Termination Payment (or any shortfall in Net Swap Payment), will
      be
      made by one or more of the REMIC Regular Interests issued by the
      resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its
      full payment from any such Senior Certificate and Subordinate Certificate.
      Resecuritization of any Senior Certificate and Subordinate Certificate in a
      REMIC will be permissible only if the Securities Administrator hereunder is
      the
      trustee/securities administrator in such resecuritization.

     

    The
      REMIC
      Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the maximum interest rate of that REMIC regular
      interest will equal the Net Funds Cap computed for this purpose by limiting
      the
      Notional Amount of the Swap Agreement to the aggregate Stated Principal Balance
      of the Mortgage Loans and (ii) any Swap Termination Payment will be treated
      as
      being payable solely from amounts otherwise payable to the Class X Certificates.
      As a result of the foregoing, the amount of distributions and taxable income
      on
      the REMIC Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate may exceed the actual amount of distributions on the Senior
      Certificate and Subordinate Certificate.

     

    Section
      5.14  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)  For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional
      Form 10-D Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the entity
      indicated on Exhibit N and approved by the Depositor pursuant to the following
      paragraph. The Securities Administrator will have no duty or liability for
      any
      failure hereunder to determine or prepare any Additional Form 10-D Disclosure,
      except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, within five (5) calendar days after the related
      Distribution Date, (i) each Transaction Party shall be required to provide
      to
      the Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an
“Additional
      Disclosure Notification”)
      and
      (ii) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
      The Depositor will be responsible for any reasonable fees and expenses assessed
      or incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) Business
      Days
      after receipt of such copy, but no later than the twelfth (12th) calendar day
      after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D. If a Form
      10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Securities Administrator will follow the procedures set forth in Section
      5.14(d)(ii). Promptly (but no later than one (1) Business Day) after filing
      with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (b)  Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator as of the date hereof that the
      Depositor has (1) filed all such required reports that (a) the Depositor has
      undertaken to file on its own behalf or (b) relate to other securitization
      transactions of the Depositor for which Wells Fargo Bank, National Association,
      in its capacity as Securities Administrator or similar capacity, does not have
      the exclusive obligation to prepare and file during the preceding 12 months;
      provided, however, that the Depositor shall not be obligated to make such
      representation with respect to any filings made by the Securities Administrator
      on behalf of the Depositor, and (2) that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Securities
      Administrator in writing, no later than the fifth calendar day after the related
      Distribution Date with respect to the filing of a report on Form 10-D and no
      later than March 15th with respect to the filing of a report on Form 10-K,
      if
      the answer to the questions should be “no”. The Securities Administrator shall
      be entitled to rely on such representations in preparing, executing and/or
      filing any such report.

     

    (c)  (i)  For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on Exhibit
      N
      hereto under the caption “Form 8-K Disclosure Information” or such other event
      requiring disclosure on Form 8-K (each such event, a “Reportable
      Event”),
      or if
      requested by the Depositor, and subject to receipt of such information by the
      Securities Administrator from the entity indicated on Exhibit N as the
      responsible party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

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

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third (3rd) Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.14(d)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website a final executed copy of each Form
      8-K that it has filed. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.14(c) related to the timely preparation, execution
      and filing of Form 8-K is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Agreement.
      Neither the Master Servicer nor the Securities Administrator shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 8-K,
      where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

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

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(c) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (e)  (i)  For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      ninety (90) days after the end of each calendar year or such earlier date as
      may
      be required by the Exchange Act (the “10-K
      Filing Deadline”),
      (it
      being understood that the fiscal year for the Trust Fund ends on December 31
      of
      each year) commencing in March 2008, the Securities Administrator shall prepare
      and file on behalf of the Trust a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) the annual
      statements of compliance as described under Section 3.13 and the Custodial
      Agreement, (ii)(A) the annual reports on assessment of compliance with servicing
      criteria for each Reporting Party, as described under Section 3.14 and the
      Custodial Agreement, and (B) if any Reporting Party’s report on assessment of
      compliance with servicing criteria described under Section 3.14 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement, and
      (B) if any registered public accounting firm attestation report described under
      Section 3.14 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.18. Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K as set forth on Exhibit
      N
      under Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the parties
      set
      forth on Exhibit N, and shall be approved by the Depositor pursuant to the
      following paragraph. The Securities Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure, except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
      (i) each Transaction Party shall be required to provide to the Securities
      Administrator and to the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Depositor. Within three (3)
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.14(d)(ii).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K to be filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(e) related to the timely preparation, execution and filing of
      Form
      10-K is contingent upon such parties (and any Servicing Function Participant)
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 5.14(e), Section 3.13, Section 3.14 and Section 3.18. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (f)  The
      Servicers, the Master Servicer, the Depositor, the Custodian, the Sponsor and
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of such party’s obligations under this Section 5.14 or
      such party’s negligence, bad faith or willful misconduct in connection
      therewith. 

     

    (g)  Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Section 5.14 or Sections 3.13, 3.14 or 3.18 shall be delivered
      by the Securities Administrator by facsimile and electronic mail to Juliet
      Buck,
      Esq. at (646) 587-9817 and ,
      with a
      copy to John Graham at (646) 587-9592 and and
      a
      copy to N. Dante LaRocca at (646) 587-9804 and .

     

    (h)  Notwithstanding
      the provisions of Section 11.01, this Section 5.14 may be amended without the
      consent of the Certificateholders.

     

    Section
      5.15  Derivatives
      Collateral Account

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under each of the Derivatives Agreements (the “Derivatives
      Custodian”). 

     

    On
      or
      after the Closing Date, the Derivatives Custodian shall establish a Derivatives
      Collateral Account (the “Derivatives Collateral Account”). The Derivatives
      Collateral Account shall be held in the name of the Derivatives Custodian in
      trust for the benefit of the Holders of the Asset-Backed Certificates, Series
      2007-2. The Derivatives Collateral Account must be an Eligible Account and
      shall
      be entitled “Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2007-2, Asset-Backed Certificates, Series 2007-2, Derivatives Collateral
      Account, Securities Administrator, as Derivatives Custodian for the benefit
      of
      holders of Asset-Backed Certificates, Series 2007-2.” 

     

    The
      Derivatives Custodian shall credit to the Derivatives Collateral Account all
      collateral (whether in the form of cash or securities) posted by the Derivatives
      Provider to secure the obligations of the Derivatives Provider in accordance
      with the terms of the related Derivatives Agreement. Except for investment
      earnings, the Derivatives Provider shall not have any legal, equitable or
      beneficial interest in the Derivatives Collateral Account other than in
      accordance with this Agreement, the Swap Agreement, the Basis Risk Cap
      Agreement, the Interest Rate Cap Agreement, and applicable law. The Derivatives
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Derivatives Collateral Account in accordance with related
      Derivatives Credit Support Annex.

     

    Cash
      collateral posted by the Derivatives Provider in accordance with the related
      Derivatives Credit Support Annex shall be invested at the direction of the
      Derivatives Provider in Permitted Investments in accordance with the
      requirements of the related Derivatives Credit Support Annex. In the absence
      of
      such direction, such amounts shall remain uninvested. All amounts earned on
      amounts on deposit in the Derivatives Collateral Account (whether cash
      collateral or securities) shall be for the account of and taxable to the
      Derivatives Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      related Derivatives Agreement) with respect to a Derivatives Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the
      related Derivatives Agreement) as a result of any such Event of Default or
      Specified Condition with respect to such Derivatives Provider, and, in either
      such case, unless such Derivatives Provider has paid in full all of its
      Obligations (as defined in the related Derivatives Credit Support Annex) that
      are then due, then any collateral posted by the Derivatives Provider in
      accordance with the related Derivatives Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the related
      Derivatives Agreement) in accordance with the related Derivatives Credit Support
      Annex. Any excess amounts held in such Derivatives Collateral Account after
      payment of all amounts owing to Party B under the related Derivatives Agreement
      shall be withdrawn from the Derivatives Collateral Account and paid to the
      related Derivatives Provider in accordance with the related Derivatives Credit
      Support Annex. 

     

    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-6. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      	
              Class

            	 	
              Minimum
                Denomination

            	 	
              Integral
                Multiple in Excess of Minimum

            	 	
               Original
                Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            
	
              I-A-1

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $358,847,000.00

            	 	
              Class
                I-A-1 Pass-Through Rate

            
	
              II-A-1

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $220,764,000.00

            	 	
              Class
                II-A-1 Pass-Through Rate

            
	
              II-A-2

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $26,333,000.00

            	 	
              Class
                II-A-2 Pass-Through Rate

            
	
              II-A-3

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $65,731,000.00

            	 	
              Class
                II-A-3 Pass-Through Rate

            
	
              II-A-4

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $21,643,000.00

            	 	
              Class
                II-A-4 Pass-Through Rate

            
	
              M-1

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $39,551,000.00

            	 	
              Class
                M-1 Pass-Through Rate

            
	
              M-2

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $35,829,000.00

            	 	
              Class
                M-2 Pass-Through Rate

            
	
              M-3

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $21,869,000.00

            	 	
              Class
                M-3 Pass-Through Rate

            
	
              M-4

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $19,543,000.00

            	 	
              Class
                M-4 Pass-Through Rate

            
	
              M-5

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $17,681,000.00

            	 	
              Class
                M-5 Pass-Through Rate

            
	
              M-6

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $15,820,000.00

            	 	
              Class
                M-6 Pass-Through Rate

            
	
              M-7

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $14,424,000.00

            	 	
              Class
                M-7 Pass-Through Rate

            
	
              M-8

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $13,494,000.00

            	 	
              Class
                M-8 Pass-Through Rate

            
	
              M-9

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $11,167,000.00

            	 	
              Class
                M-9 Pass-Through Rate

            
	
              B-1

            	 	
              $25,000

            	 	
              $1

            	 	 	
              $13,028,000.00

            	 	
              Class
                B-1 Pass-Through Rate

            
	
              X

            	 	
              $1

            	 	
              $1

            	 	 	
              $34,904,228.95

            	 	
              Class
                X Pass-Through Rate

            
	
              P

            	 	
              $1

            	 	
              $1

            	 	$	
              100.00       
                

            	 	
              N/A

            
	
              R

            	 	
              N/A

            	 	
              N/A

            	 	 	
              N/A

            	 	
              N/A

            
	
              R-X

            	 	
              N/A

            	 	
              N/A

            	 	 	
              N/A

            	 	
              N/A

            


    

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates. The Residual
      Certificates will be issued in the form of Definitive Certificates.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    If
      any
      such transfer of a Class B-1 Certificate held by the related transferor and
      also
      to be held by the related transferee in the form of a Book-Entry Certificate
      is
      to be made without registration under the Securities Act, the transferor will
      be
      deemed to have made as of the transfer date each of the representations and
      warranties set forth on Exhibit E hereto in respect of such Class B-1
      Certificate and the transferee will be deemed to have made as of the transfer
      date each of the representations and warranties set forth on Exhibit F or
      Exhibit G hereto in respect of such Class B-1 Certificate.

     

    No
      transfer of any Class B-1 Certificate that is a Book-Entry Certificate or
      interest therein shall be made by any related Certificate Owner except (A)
      in
      the manner set forth in the preceding paragraph and in reliance on Rule 144A
      under the 1933 Act to a “qualified institutional buyer” that is acquiring such
      Book-Entry Certificate for its own account or for the account of another
“qualified institutional buyer” or (B) in the manner set forth in the second
      preceding paragraph and in the form of a Definitive Certificate.

     

    If
      any
      Certificate Owner that is required under this Section 6.02(b) to transfer its
      Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
      the
      Securities Administrator of such transfer or exchange and (ii) transfers such
      Book-Entry Certificates to the Securities Administrator, in its capacity as
      such, through the book-entry facilities of the Depository, then the Securities
      Administrator shall decrease the balance of such Book-Entry Certificates or,
      the
      Securities Administrator shall use reasonable efforts to cause the surrender
      to
      the Certificate Registrar of such Book-Entry Certificates by the Depository,
      and
      thereupon, the Securities Administrator shall execute, authenticate and deliver
      to such Certificate Owner or its designee one or more Definitive Certificates
      in
      authorized denominations and with a like aggregate principal
      amount.

     

    Subject
      to the provisions of this Section 6.02(b) governing registration of transfer
      and
      exchange, Class B-1 Certificates (i) held as Definitive Certificates may be
      transferred in the form of Book-Entry Certificates in reliance on Rule 144A
      under the 1933 Act to one or more “qualified institutional buyers” that are
      acquiring such Definitive Certificates for their own accounts or for the
      accounts of other “qualified institutional buyers” and (ii) held as Definitive
      Certificates by a “qualified institutional buyer” for its own account or for the
      account of another “qualified institutional buyer” may be exchanged for
      Book-Entry Certificates, in each case upon surrender of such Class B-1
      Certificates for registration of transfer or exchange at the offices of the
      Securities Administrator maintained for such purpose. Whenever any such Class
      B-1 Certificates are so surrendered for transfer or exchange, either the
      Securities Administrator shall increase the balance of the related Book-Entry
      Certificates or the Securities Administrator shall execute, authenticate and
      deliver the Book-Entry Certificates for which such Class B-1 Certificates were
      transferred or exchanged, as necessary and appropriate. No Holder of Definitive
      Certificates other than a “qualified institutional buyer” holding such
      Certificates for its own account or for the account of another “qualified
      institutional buyer” may exchange such Class B-1 Certificates for Book-Entry
      Certificates. Further, any Certificate Owner of a Book-Entry Certificate other
      than any such “qualified institutional buyers” shall notify the Securities
      Administrator of its status as such and shall transfer such Book-Entry
      Certificate to the Securities Administrator, through the book-entry facilities
      of the Depository, whereupon, and also upon surrender to the Securities
      Administrator of such Book-Entry Certificate by the Depository, (which surrender
      the Securities Administrator shall use reasonable efforts to cause to occur),
      the Securities Administrator shall execute, authenticate and deliver to such
      Certificate Owner or such Certificate Owner’s nominee one or more Definitive
      Certificates in authorized denominations and with a like aggregate principal
      amount.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor, the Trustee or
      the
      Servicer to any obligation in addition to those expressly undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor, the Servicer or the Trustee. Notwithstanding
      anything else to the contrary herein, any purported transfer of an ERISA
      Restricted Certificate to or on behalf of an employee benefit plan subject
      to
      Section 406 of ERISA and/or a plan subject to Section 4975 of the Code
      other than in compliance with the foregoing shall be void and of no effect;
      provided that the restriction set forth in this sentence shall not be applicable
      if there has been delivered to the Securities Administrator an Opinion of
      Counsel meeting the requirements of clause (ii) of the first sentence of this
      paragraph. The Securities Administrator shall not be under any liability to
      any
      Person for any registration of transfer of any ERISA Restricted Certificate
      that
      is in fact not permitted by this Section 6.02(b) or for making any payments
      due on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement. The Securities
      Administrator shall be entitled, but not obligated, to recover from any Holder
      of any ERISA Restricted Certificate that was in fact an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of
      the Code or a Person acting on behalf of any such plan at the time it became
      a
      Holder or, at such subsequent time as it became such a plan or Person acting
      on
      behalf of such a plan, all payments made on such ERISA Restricted Certificate
      at
      and after either such time. Any such payments so recovered by the Securities
      Administrator shall be paid and delivered by the Securities Administrator to
      the
      last preceding Holder of such Certificate that is not such a plan or Person
      acting on behalf of a plan.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Publicly Offered Certificate, Class B-1 Certificate or any interest
      therein, shall be deemed to have represented, by virtue of its acquisition
      or
      holding of the Publicly Offered Certificate, Class B-1 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”) in
      the case of a Publicly Offered Certificate or a Class B-1
      Certificate.

     

    Each
      beneficial owner of a Subordinate Certificate or any interest therein that
      is
      acquired after the termination of the Supplemental Interest Trust shall be
      deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a Plan or investing
      with “Plan Assets”, (ii) it has acquired and is holding such certificate in
      reliance on the Exemption, and that it understands that there are certain
      conditions to the availability of the Exemption, including that the certificate
      must be rated, at the time of purchase, not lower than “BBB-“ (or its
      equivalent) by S&P, Fitch Ratings or Moody’s, and the certificate is so
      rated or (iii) (1) it is an insurance company, (2) the source of funds used
      to
      acquire or hold the certificate or interest therein is an “insurance company
      general account,” as such term is defined in Prohibited Transaction Class
      Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE
      95-60 have been satisfied.

     

    If
      any
      Certificate, or any interest therein, is acquired or held in violation of this
      section 6.02(b), the next preceding permitted beneficial owner will be treated
      as the beneficial owner of that Certificate, retroactive to the date of transfer
      to the purported beneficial owner. Any purported beneficial owner whose
      acquisition or holding of a Certificate, or interest therein, was effected
      in
      violation of this Section shall indemnify to the extent permitted by law and
      hold harmless the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator, the Servicers, the Underwriters and the Trustee from and against
      any and all liabilities, claims, costs or expenses incurred by such parties
      as a
      result of such acquisition or holding.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trustee shall require delivery to it, and shall not register
      the Transfer of any Residual Certificate until its receipt of, an affidavit
      and
      agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as
      Exhibit D) from the proposed Transferee, in form and substance satisfactory
      to
      the Securities Administrator, representing and warranting, among other things,
      that such Transferee is a Permitted Transferee, that it is not acquiring its
      Ownership Interest in the Residual Certificate that is the subject of the
      proposed Transfer as a nominee, trustee or agent for any Person that is not
      a
      Permitted Transferee, that for so long as it retains its Ownership Interest
      in a
      Residual Certificate, it will endeavor to remain a Permitted Transferee, and
      that it has reviewed the provisions of this Section 6.02(c) and agrees to
      be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-2)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(c), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(c)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(c) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(c) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

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

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In
      addition, (i) with respect to each Class R Certificate, the holder thereof
      may
      exchange, in the manner described above, such Class R Certificate for three
      separate certificates, each representing such holder's respective Percentage
      Interest in the Class R-I Interest, the Class R-II Interest and the Class R-III
      Interest, respectively, in each case that was evidenced by the Class R
      Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
      the holder thereof may exchange, in the manner described above, such Class
      R-X
      Certificate for three separate certificates, each representing such holder's
      respective Percentage Interest in the Class R-IV Interest, the Class R-V
      Interest and the Class R-VI Interest, respectively, in each case that was
      evidenced by the Class R-X Certificate being exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

    ARTICLE
      VII


    THE
      DEPOSITOR, THE
      SERVICERS AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, the Servicers and the Master Servicer.

     

    Each
      of
      the Depositor, the Servicers and the Master Servicer shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      upon and undertaken by it herein.

     

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

     

    (a)  Each
      of
      the Depositor and each Servicer will keep in full force and effect its rights
      and franchises as a corporation or a limited liability company (or other entity
      resulting from merger, conversion, or consolidation to the extent permitted
      under this Section 7.02), as applicable, under the laws of the state of its
      formation, and
      will
      obtain and preserve its qualification to do business as a foreign corporation,
      limited liability company, or other such entity in each jurisdiction in which
      such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.
      The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association, and will obtain and preserve
      its
      qualification to do business as a foreign corporation in each jurisdiction
      in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, any Servicer or the Master Servicer may be merged or consolidated,
      or
      any person resulting from any merger or consolidation to which the Depositor,
      such Servicer or the Master Servicer shall be a party, or any Person succeeding
      to the business of the Depositor, such Servicer or the Master Servicer shall
      be
      the successor of the Depositor, such Servicer or the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding, provided
      that any Successor Servicer shall have represented that it meets the eligibility
      criteria set forth in Section 8.02.

     

    Section
      7.03  Indemnification
      by Depositor, the Servicers and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation and the termination of this Agreement.

     

    (b)  Each
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including pending or threatened claim or legal action) relating to such
      Servicer’s gross negligence in the performance of its duties under this
      Agreement or failure to service the related Mortgage Loans in material
      compliance with the terms of this Agreement or for a material breach of any
      representation or warranty of such Servicer contained herein. Each Servicer
      shall immediately notify the Trustee if a claim relating to the preceding
      sentence is made by a third party with respect to this Agreement or the related
      Mortgage Loans for which such Servicer is required to provide indemnification
      pursuant to this Section 7.03(b), assume (with the consent of the Trustee and
      with counsel reasonably satisfactory to the Trustee) the defense of any such
      claim and, subject to Section 7.04(e), pay all expenses in connection therewith,
      including counsel fees, and promptly appeal or pay, discharge and satisfy any
      final, non-appealable judgment or decree which may be entered against it or
      any
      Indemnified Person in respect of such claim, but failure to so notify the
      Trustee shall not limit the Servicer’s obligations hereunder. Each Servicer
      agrees that it will not enter into any settlement of any such claim without
      the
      consent of the Indemnified Persons unless such settlement includes an
      unconditional release of such Indemnified Persons from all liability that is
      the
      subject matter of such claim. The provisions of this Section 7.03(b) shall
      survive termination of this Agreement.

     

    (c)  Each
      of
      the Depositor, Master Servicer, Securities Administrator and any Servicing
      Function Participant engaged by such party, respectively, shall indemnify and
      hold harmless the Master Servicer, the Securities Administrator and the
      Depositor, respectively, and each of the other parties to this Agreement and
      its
      respective directors, officers, employees, agents, and Affiliates from and
      against any and all claims, losses, damages, penalties, fines, forfeitures,
      reasonable legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon (a) any breach by such party of any if its
      obligations under hereunder, including particularly its obligations to provide
      any Assessment of Compliance, Attestation Report, Compliance Statement or any
      information, data or materials required to be included in any 1934 Act report,
      (b) any material misstatement or omission of a material fact required to be
      stated or necessary to make such statements, in light of circumstances in which
      they were made, not misleading, in any information, data or materials provided
      by such party (or, in the case of the Securities Administrator or Master
      Servicer, any material misstatement or material omission in (i) any Compliance
      Statement, Assessment of Compliance or Attestation Report delivered by it,
      or by
      any Servicing Function Participant engaged by it, pursuant to this Agreement,
      or
      (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
      Form 8-K Disclosure concerning the Master Servicer or the Securities
      Administrator), or (c) the negligence, bad faith or willful misconduct of such
      indemnifying party in connection with its performance hereunder. If the
      indemnification provided for in this Section 7.03(c) is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator
      or the Depositor, as the case may be, then each such party agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator or the Depositor, as applicable, as a result of any claims,
      losses, damages or liabilities incurred by such party in such proportion as
      is
      appropriate to reflect the relative fault of the indemnified party on the one
      hand and the indemnifying party on the other. This indemnification shall survive
      the termination of this Agreement or the termination of any party to this
      Agreement.

     

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

     

    Subject
      to the obligation of the Depositor and the Servicers to indemnify the
      Indemnified Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer, the Servicers
      nor any of the directors, officers, employees or agents of the Depositor, the
      Securities Administrator, the Master Servicer and the Servicers shall be under
      any liability to the Indemnified Persons, the Trust Fund or the
      Certificateholders for taking any action or for refraining from taking any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided, however, that this provision shall not protect the Depositor, the
      Securities Administrator, the Master Servicer, the Servicers or any such Person
      against any breach of warranties, representations or covenants made herein
      or
      against any specific liability imposed on any such Person pursuant hereto or
      against any liability which would otherwise be imposed by reason of such
      Person’s willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicers
      and
      any director, officer, employee or agent of the Depositor, the Securities
      Administrator, the Master Servicer and a Servicer may rely in good faith on
      any
      document of any kind prima facie properly executed and submitted by any Person
      respecting any matters arising hereunder.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee or the Custodian shall be indemnified by the Trust Fund and held
      harmless thereby against any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to this Agreement,
      the
      Custodial Agreement or the Certificates (including any pending or threatened
      claim or legal action), other than (i) with respect to the Custodian, any loss,
      liability or expense arising from or otherwise related to the Custodian’s
      failure to perform its duties under the Custodial Agreement, (ii) with respect
      to a Servicer, any such loss, liability or expense arising from or related
      to
      such Servicer’s gross negligence in the performance of its duties hereunder or
      failure to service the related Mortgage Loans in material compliance with the
      terms of this Agreement or a material breach of any representation or warranty
      of such Servicer contained herein or (iii) with respect to the Custodian, any
      such loss, liability or expense incurred by reason of the Custodian’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      hereunder.

     

    (d)  The
      Depositor, the Securities Administrator, the Servicers or the Master Servicer
      shall not be under any obligation to appear in, prosecute or defend any legal
      action that is not incidental to its duties under this Agreement and that in
      its
      opinion may involve it in any expense or liability; provided, however, that
      each
      of the Depositor, the Securities Administrator, the Servicers and the Master
      Servicer may in its discretion, undertake any such action which it may deem
      necessary or desirable with respect to this Agreement and the rights and duties
      of the parties hereto and the interests of the Certificateholders hereunder.
      In
      such event, the legal expenses and costs of such action and any liability
      resulting therefrom (except any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Securities Administrator, the Servicers and the Master Servicer
      shall be entitled to be reimbursed therefor out of the related Custodial Account
      or the Distribution Account as provided by Section 3.27 or Section 3.32, as
      applicable. Nothing in this Subsection 7.04(d) shall affect the Master
      Servicer’s obligation to take such actions as are necessary to ensure the
      servicing and administration of the related Mortgage Loans pursuant to this
      Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust might incur as a result of such course of action
      by
      reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of the Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  The
      Servicers Not to Resign.

     

    (a)  No
      Servicer shall resign from the obligations and duties hereby imposed on it
      except upon the determination that its duties hereunder are no longer
      permissible under applicable law or the performance of such duties are no longer
      possible in order to comply with applicable law and such incapacity or
      impossibility cannot be cured by such Servicer. Any determination permitting
      the
      resignation of a Servicer shall be evidenced by an Opinion of Counsel to such
      effect delivered to the Master Servicer which Opinion of Counsel shall be in
      form and substance reasonably acceptable to the Master Servicer. No appointment
      of a successor to the resigning Servicer shall be effective hereunder unless
      (a)
      the Rating Agencies have confirmed in writing that such appointment will not
      result in a downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates, (b) such successor shall have represented that
      it
      is meets the eligibility criteria set forth in Section 8.02 and (c) such
      successor has agreed in writing to assume the obligations of the resigning
      Servicer hereunder. The resigning Servicer shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Master Servicer. No such resignation shall become effective until a
      Successor Servicer or the Master Servicer shall have assumed the Servicer’s
      responsibilities and obligations hereunder. The Servicer shall notify the Master
      Servicer and the Rating Agencies of its resignation.

     

    (b)  Except
      as
      expressly provided herein, no Servicer shall assign or transfer any of its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by such Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit a Servicer from
      designating a Subservicer as payee of any indemnification or other amount
      payable to such Servicer hereunder; provided, however, that as provided in
      Section 3.03, no Subservicer shall be a third-party beneficiary hereunder
      and the parties hereto shall not be required to recognize any Subservicer as
      an
      indemnitee under this Agreement.

     

    (c)  Notwithstanding
      anything to the contrary herein, Ocwen may pledge or assign as collateral all
      its rights, title and interest under this Agreement to a lender (the “Servicing
      Rights Lender”), provided, that:

     

    (i)  upon
      a
      Servicer Event of Default and receipt of a notice of termination by Ocwen,
      the
      Servicing Rights Lender may direct Ocwen or its designee to appoint a Successor
      Servicer pursuant to the provisions, and subject to the conditions, set forth
      in
      Section 8.02 regarding such appointment of a Successor
      Servicer;

     

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

     

    (iii)  Ocwen
      shall remain subject to termination as servicer under this Agreement pursuant
      to
      the terms hereof.

     

    Section
      7.06  Appointment
      of Special Servicer; Termination of the Servicer.

     

    (a)  The
      Sponsor may appoint a special servicer with respect to certain of the Mortgage
      Loans. The Sponsor and the related Servicer shall negotiate in good faith with
      any proposed special servicer with respect to the duties and obligations of
      such
      special servicer with respect to any such Mortgage Loan. Any subservicing
      agreement shall contain terms and provisions not inconsistent with this
      Agreement and shall obligate the special servicer to service such Mortgage
      Loans
      in accordance with Accepted Servicing Practices. The fee payable to the special
      servicer for the performance of such duties and obligations will be paid from
      the Servicing Fee collected by the related Servicer with respect to each such
      Mortgage Loan and will be remitted to such special servicer by the related
      Servicer. The Sponsor shall reimburse the related Servicer for Servicing Fee
      shortfalls, if any, incurred as a result of the fee payable to such special
      servicer.

     

    (b)  If
      at any
      time the Sponsor retains or comes into possession of any servicing rights with
      respect to any of the Mortgage Loans, the Sponsor may, at its option, terminate
      the servicing responsibilities of the related Servicer hereunder with respect
      to
      such Mortgage Loans without cause. No such termination shall become effective
      unless and until a successor to the related Servicer shall have been appointed
      to service and administer the related Mortgage Loans pursuant to the terms
      and
      conditions of this Agreement. No appointment shall be effective unless (i)
      such
      Successor Servicer meets the eligibility criteria contained in
      Section 8.02, (ii) the Master Servicer shall have consented to such
      appointment, (iii) the Rating Agencies have been notified in writing of such
      appointment and such Successor Servicer meets the Minimum Servicing
      Requirements, (iv) such successor has agreed to assume the obligations of the
      related Servicer hereunder to the extent of the related Mortgage Loans and
      (v)
      all amounts reimbursable to the terminated Servicer pursuant to the terms of
      this Agreement shall have been paid to the related Servicer by the Successor
      Servicer appointed pursuant to the terms of this Section 7.06 or by the
      Sponsor including without limitation, all unpaid Servicing Fees accrued and
      unreimbursed Advances and Servicing Advances made by the terminated Servicer
      and
      all out-of-pocket expenses of the related Servicer incurred in connection with
      the transfer of servicing to such successor. The Sponsor shall provide a copy
      of
      the agreement executed by such successor to the Trustee and the Master
      Servicer.

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as Master Servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

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

     

    Each
      of
      the Master Servicer and the Servicers shall afford (and any Subservicing
      Agreement shall provide that each Subservicer shall afford) the Depositor and
      the Trustee, upon reasonable notice, during normal business hours, access to
      all
      records maintained by the Master Servicer or the Servicers (and any such
      Subservicer) in respect of the rights and obligations of the Servicers hereunder
      and access to officers of the Master Servicer or the Servicers (and those of
      any
      such Subservicer) responsible for such obligations, and the Master Servicer
      shall have access to all such records maintained by the Servicers and any
      Subservicers. Upon request, the Master Servicer and each Servicer shall furnish
      to the Depositor and the Trustee its (and any such Subservicer’s) most recent
      financial statements and such other reasonably requested information relating
      to
      the Master Servicer’s or such Servicer’s capacity to perform its obligations
      under this Agreement as it possesses (and that any such Subservicer possesses).
      To the extent that the Trustee and the Depositor are informed that such
      information is not otherwise available to the public, the Depositor and the
      Trustee shall not disseminate any information obtained pursuant to the preceding
      two sentences without the Master Servicer’s or such Servicer’s (as applicable)
      written consent, except as required pursuant to this Agreement or to the extent
      that it is appropriate to do so (i) to its legal counsel, auditors, taxing
      authorities or other governmental agencies and the Certificateholders, (ii)
      pursuant to any law, rule, regulation, order, judgment, writ, injunction or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicers or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicers or the Master Servicer
      or
      (B) to any Affiliate, independent or internal auditor, agent, employee or
      attorney of the Trustee having a need to know the same, provided that the
      Trustee advises such recipient of the confidential nature of the information
      being disclosed, shall use its best efforts to assure the confidentiality of
      any
      such disseminated non-public information. Nothing in this Section 7.09
      shall limit the obligation of a Servicer to comply with any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of such Servicer to provide access as provided in this Section 7.09 as a
      result of such obligation shall not constitute a breach of this Section. Nothing
      in this Section 7.09 shall require a Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. No Servicer shall be required to make copies of or ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer and the Servicers under this Agreement and
      may, but is not obligated to, perform, or cause a designee to perform, any
      defaulted obligation of the Master Servicer or the Servicers under this
      Agreement or exercise the rights of the Master Servicer or the Servicers under
      this Agreement; provided that neither the Master Servicer nor the Servicer
      shall
      be relieved of any of its obligations under this Agreement by virtue of such
      performance by the Depositor or its designee. The Depositor shall not have
      any
      responsibility or liability for any action or failure to act by the Master
      Servicer or the Servicers and is not obligated to supervise the performance
      of
      the Master Servicer or the Servicer under this Agreement or
      otherwise.

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF SERVICER
      AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a)  (I)  In
      case
      one or more of the following events of default by a Servicer pursuant to this
      Agreement shall occur and be continuing, that is to say:

     

    (i)  any
      failure by such Servicer to remit to the Securities Administrator any payment
      required to be made under the terms of this Agreement which continues unremedied
      for a period of two Business Days;
      provided however that the failure of Ocwen to
      remit
      any Advance required pursuant to Section 5.01 by noon on the related
      Distribution Date shall be a default hereunder without notice; or 

     

    (ii)  failure
      on the part of such
      Servicer to
      duly
      observe or perform in any material respect any other of the covenants or
      agreements on the part of such Servicer set forth in this Agreement (other
      than
      those described in (viii) and (ix) below), the breach of which has a material
      adverse effect and which continue unremedied for a period of thirty (30) days
      after the date on which written notice of such failure, requiring the same
      to be
      remedied, shall have been given to such Servicer and the Trustee or the
      Depositor by the Master Servicer or to such Servicer and the Trustee or the
      Depositor by the holders of Certificates evidencing not less than 25% of the
      Voting Rights evidenced by the Certificates; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against such Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

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

     

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

     

    (vi)  such
      Servicer attempts to assign its right to servicing compensation hereunder (other
      than any payment by such Servicer to a Subservicer pursuant to Section 3.03)
      or
      such Servicer attempts to sell or otherwise dispose of all or substantially
      all
      of its property or assets or to assign this Agreement or its servicing
      responsibilities hereunder or to delegate its duties hereunder or any portion
      thereof except, in each case as otherwise permitted herein; or

     

    (vii)  such
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects such Servicer’s ability to perform its
      obligations hereunder; or

     

    (viii)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      such Servicer to duly perform, within the required time period, its obligations
      under Sections 3.13, 3.14, 3.18 or 5.14, which default shall not be subject
      to
      notice or a cure period; or

     

    (ix)  after
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, any
      failure by such Servicer to duly perform, within the required time period,
      its
      obligation to provide the annual statements of compliance, assessments of
      compliance and attestation reports described in Sections 3.13 and 3.14 hereof,
      which failure continues unremedied for a period of ten (10) Business Days after
      the date on which written notice of such failure, requiring the same to be
      remedied, has been given to such Servicer by the Master Servicer;
      or

     

    (x)  any
      failure by such Servicer (and any successor thereto) to provide, within the
      required time period set forth in Section 3.28 hereof, any required reports
      or
      data pertaining to the related Mortgage Loans, which failure continues
      unremedied for a period of thirty (30) days after the date on which written
      notice of such failure, requiring the same to be remedied, has been given to
      such Servicer (or any successor thereto) by the Master Servicer; or

     

    
      	
            	(II)	
              With
                respect to Wells Fargo only, an event of default by Wells Fargo under
                the
                Servicing Agreement.

            


    

     

    Any
      event
      of default described above shall be referred to herein as a “Servicer
      Default”.

     

    In
      each
      and every case of a Servicer Default, so long as such Servicer Default with
      respect to a Servicer other than Wells Fargo shall not have been remedied,
      the
      Master Servicer, by notice in writing to the related Servicer shall with respect
      to a payment default by such Sevicer pursuant to Section 8.01(a)(I)(i) of
      this Agreement and, upon the occurrence and continuance of any other Servicer
      Default, may, and, at the written direction of Certificateholders evidencing
      not
      less than twenty-five percent (25%) of the Voting Rights shall, in addition
      to
      whatever rights the Trustee on behalf of the Certificateholders may have under
      Section 7.03 of this Agreement, as applicable and at law or equity to
      damages, including injunctive relief and specific performance, terminate all
      the
      rights and obligations of such Servicer under this Agreement and in and to
      the
      related Mortgage Loans and the proceeds thereof without compensating such
      Servicer for the same. In connection with the occurrence of a Servicer Default
      by Wells Fargo which shall not have been remedied, the Master Servicer shall
      notify the Trustee and the Trustee, by notice in writing to Wells Fargo, shall
      with respect to a payment default by Wells Fargo pursuant to the Servicing
      Agreement, and upon the occurrence and continuance of any other Servicer Default
      by Wells Fargo, may, and at the written direction of Certificateholders
      evidencing not less than 25% of the Voting Rights shall, in addition to whatever
      rights the Trustee on behalf of the Certificateholders may have under Section
      7.03 and at law or equity to damages, including injunctive relief and specific
      performance, terminate the rights and obligations of Wells Fargo under the
      Servicing Agreement and in and to the related Wells Fargo Mortgage Loans and
      the
      proceeds thereof without compensating Wells Fargo for the same. On or after
      the
      receipt by a defaulting Servicer of such written notice, all authority and
      power
      of such Servicer under this Agreement or the Servicing Agreement, as applicable
      whether with respect to the related Mortgage Loans or otherwise, shall pass
      to
      and be vested in the Master Servicer or, if Wells Fargo is the defaulting
      Servicer, the Trustee. Upon written request from the Master Servicer or the
      Trustee, as applicable, the defaulting Servicer shall prepare, execute and
      deliver, any and all documents and other instruments, place in the Trustee’s (or
      its Custodian’s) possession all Mortgage Files relating to the related Mortgage
      Loans, and do or accomplish all other acts or things necessary or appropriate
      to
      effect the purposes of such notice of termination, whether to complete the
      transfer and endorsement or assignment of the related Mortgage Loans and related
      documents, or otherwise, at such Servicer’s sole expense. The defaulting
      Servicer shall cooperate with the Master Servicer or the Trustee, as applicable
      in effecting the termination of such Servicer’s responsibilities and rights
      hereunder or under the Servicing Agreement, as applicable, including, without
      limitation, the transfer to such successor for administration by it of all
      cash
      amounts which shall at the time be credited by the defaulting Servicer to the
      related Custodial Account or Escrow Account or thereafter received with respect
      to the related Mortgage Loans or any related REO Property (provided, however,
      that the defaulting Servicer shall continue to be entitled to receive all
      amounts accrued or owing to it under this Agreement or the Servicing Agreement,
      as applicable, on or prior to the date of such termination, whether in respect
      of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise,
      and shall continue to be entitled to the benefits of Section 7.04 of this
      Agreement or the benefits under the Servicing Agreement, as applicable,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). Neither Master Servicer nor the Trustee shall have knowledge
      of a Servicer Default unless a Responsible Officer of the Master Servicer or
      the
      Trustee, as applicable, has actual knowledge or unless written notice of any
      Servicer Default is received by the Master Servicer or the Trustee, as
      applicable, at its address for notice and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of sixty (60) days; or

     

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

     

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

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.14, which default shall not
      be
      subject to notice or a cure period.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust or this Agreement. The Trustee
      shall promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Default of which it has knowledge as provided above.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Default and (ii) all costs
      and
      expenses associated with the complete transfer of the master servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Master Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    Section
      8.02  Master
      Servicer to Act; Appointment of Successor.

     

    On
      and
      after the time a Servicer receives a notice of termination pursuant to
      Section 8.01 of this Agreement or pursuant to the Servicing Agreement, the
      Master Servicer or, if Wells Fargo is the defaulting Servicer, the Trustee
      shall
      become the successor to such Servicer with respect to the transactions set
      forth
      or provided for herein and after a transition period (not to exceed 90 days),
      shall be subject to all the responsibilities, duties and liabilities relating
      thereto placed on the terminated Servicer by the terms and provisions hereof
      or
      the Servicing Agreement, as applicable, and applicable law including the
      obligation to make Advances pursuant to Article V hereof or the Servicing
      Agreement, as applicable, except as otherwise provided herein or therein;
      provided, however, that the Master Servicer’s or the Trustee’s obligation to
      make Advances in its capacity as Successor Servicer shall not be subject to
      such
      90-day transition period and the Master Servicer or the Trustee, as applicable,
      will make any Advance required to be made by the terminated Servicer on the
      Distribution Date on which the terminated Servicer was required to make such
      Advance. Effective on the date of such notice of termination, as compensation
      therefor, the Master Servicer or the Trustee, as applicable, shall be entitled
      to all fees, costs and expenses relating to the related Mortgage Loans that
      the
      terminated Servicer would have been entitled to if it had continued to act
      hereunder or under the Servicing Agreement, as applicable, provided, however,
      that neither the Master Servicer nor the Trustee shall be (i) liable for any
      acts or omissions of the terminated Servicer, (ii) obligated to make Advances
      if
      it is prohibited from doing so under applicable law or determines that such
      Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible
      for expenses of the terminated Servicer pursuant to Section 2.03 of this
      Agreement or pursuant to the Servicing Agreement or (iv) obligated to deposit
      losses on any Permitted Investment directed by the terminated Servicer.
      Notwithstanding the foregoing, the Master Servicer or the Trustee, as
      applicable, may, if it shall be unwilling to so act, or shall, if it is
      prohibited by applicable law from making Advances pursuant to Article VI of
      this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      terminated Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the terminated Servicer hereunder
      or
      under the Servicing Agreement. Any Successor Servicer shall (i) be an
      institution that is a Fannie Mae and Freddie Mac approved seller/servicer in
      good standing, that has a net worth of at least $15,000,000 and (ii) be willing
      to act as successor servicer of the related Mortgage Loans under this Agreement
      or under the Servicing Agreement, and shall have executed and delivered to
      the
      Depositor and the Trustee an agreement accepting such delegation and assignment,
      that contains an assumption by such Person of the rights, powers, duties,
      responsibilities, obligations and liabilities of the terminated Servicer (other
      than any liabilities of the terminated Servicer hereof incurred prior to
      termination of such Servicer under Section 8.01 of this Agreement or under
      the Servicing Agreement, as applicable), with like effect as if originally
      named
      as a party to this Agreement or under the Servicing Agreement, provided that
      each Rating Agency shall have acknowledged in writing that its rating of the
      Certificates in effect immediately prior to such assignment and delegation
      will
      not be qualified or reduced as a result of such assignment and delegation.
      If
      the Master Servicer or the Trustee assumes the duties and responsibilities
      of
      the terminated Servicer in accordance with this Section 8.02, the Master
      Servicer or the Trustee, as applicable, shall not resign as servicer until
      a
      Successor Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the terminated Servicer hereunder or under this
      Servicing Agreement, the Master Servicer or the Trustee, as applicable, unless
      such party is prohibited by law from so acting, shall act in such capacity
      as
      hereinabove provided. In connection with such appointment and assumption, the
      Master Servicer or the Trustee, as applicable, may make such arrangements for
      the compensation of such successor out of payments on the Mortgage Loans or
      otherwise as it and such successor shall agree; provided that no such
      compensation shall be in excess of that permitted the terminated Servicer
      hereunder or under this Servicing Agreement. The Master Servicer or the Trustee,
      as applicable and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. Neither
      the
      Master Servicer nor any other Successor Servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the terminated Servicer to deliver or provide, or
      any
      delay in delivering or providing, any cash, information, documents or records
      to
      it.

     

    The
      costs
      and expenses of the Master Servicer or the Trustee, as applicable, in connection
      with the termination of the terminated Servicer, appointment of a Successor
      Servicer and, if applicable, any transfer of servicing, including, without
      limitation, all costs and expenses associated with the complete transfer of
      all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer or the Trustee, as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer, the Trustee or the Successor Servicer to service
      the
      related Mortgage Loans properly and effectively, to the extent not paid by
      the
      terminated Servicer as may be required herein shall be payable to the Master
      Servicer or the Trustee, as applicable, from the Distribution Account pursuant
      to Section 3.32. Any successor to the terminated Servicer as successor
      servicer under this Agreement shall give notice to the applicable Mortgagors
      of
      such change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the terminated Servicer
      is required to maintain pursuant to Section 3.05 of this Agreement or
      pursuant to the Servicing Agreement. 

     

    Notwithstanding
      the foregoing, if a Servicer Default with respect to Ocwen occurs, Ocwen or
      the
      Servicing Rights Lender shall have a period of up to thirty (30) days after
      receipt of a notice of termination to appoint a Successor Servicer that
      satisfies the eligibility criteria of a Successor Servicer set forth herein,
      which appointment shall be subject to the consent of the Depositor, the Sponsor,
      the Master Servicer, and the Trustee, which consent shall not be unreasonably
      withheld or delayed; provided that such Successor Servicer agrees to fully
      effect the servicing transfer within 120 days following the termination of
      Ocwen
      and to make all P&I Advances that would otherwise be made by the Master
      Servicer under Section 8.01 as of the date of such appointment, and to reimburse
      the Master Servicer for any unreimbursed P&I Advances they have made and any
      reimbursable expenses that they may have incurred in connection with this
      Section 8.02. Any proceeds received in connection with the appointment of such
      Successor Servicer shall be the property of Ocwen or its designee. This 30-day
      period shall terminate immediately (i) at the close of business on the second
      Business Day of such 30-day period if (A) Ocwen was terminated because of an
      Event of Default described in Section 8.01(a)(I)(i) for failing to make a
      required Advance pursuant to section 5.01, and (B) Ocwen shall have failed
      to
      make (or cause to be made) such Advance, or shall fail to reimburse (or cause
      to
      be reimbursed) the Master Servicer for an Advance made by the Master Servicer,
      by the close of business on such second Business Day, or (ii) at the close
      of
      business on the second Business Day following the date (if any) during such
      30-day period on which an Advance is due to be made, if Ocwen shall have failed
      to make (or caused to be made) such Advance, or Ocwen shall have failed to
      reimburse (or cause to be reimbursed) the Master Servicer for such Advance,
      by
      the close of business on such second Business Day; provided, that such 30-day
      period shall only be terminated to the extent that the Lender has received
      notice of such failure from the Master Servicer and the Lender has not cured
      or
      caused the cure of such failure within two (2) Business Days following receipt
      of notice, provided, however, that such notice requirement shall only be
      applicable to the extent that the Master Servicer has been provided with the
      written address and contact information for the Lender.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee be liable for
      any
      Master Servicing Fee or Servicing Fee or for any differential in the amount
      of
      the Master Servicing Fee or Servicing Fee paid hereunder or under the Servicing
      Agreement, as applicable, and the amount necessary to induce any successor
      master servicer or successor servicer to act as successor master servicer or
      successor servicer under this Agreement or the Servicing Agreement, as
      applicable, and the transactions set forth or provided for herein.

     

    Section
      8.03  Notification
      to Certificateholders.

     

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

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders notice
      of
      each such Servicer Default or Master Servicer Default hereunder known to the
      Trustee, unless such default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3% of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by a Servicer or the Master
      Servicer in the performance of its obligations hereunder or under the Servicing
      Agreement and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Servicer Default or the Master Servicer
      Default arising therefrom shall be deemed to have been remedied for every
      purpose of this Agreement. No such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon except to the extent
      expressly so waived in writing.

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Master Servicer Default, and after the
      curing or waiver of all Master Servicer Defaults, which may have occurred,
      and
      the Securities Administrator each undertake to perform such duties and only
      such
      duties as are specifically set forth in this Agreement as duties of the Trustee
      and the Securities Administrator, respectively. If a Master Servicer Default
      has
      occurred and has not been cured or waived, the Trustee shall exercise such
      of
      the rights and powers vested in it by this Agreement, and use the same degree
      of
      care and skill in their exercise, as a prudent person would exercise or use
      under the circumstances in the conduct of such Person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    (c)  The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    (d)  
      No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Master Servicer Default and after the curing or waiver
      of
      all such Master Servicer Defaults which may have occurred with respect to the
      Trustee and at all times with respect to the Securities Administrator, the
      duties and obligations of the Trustee and the Securities Administrator shall
      be
      determined solely by the express provisions of this Agreement, neither the
      Trustee nor the Securities Administrator shall be liable except for the
      performance of its duties and obligations as are specifically set forth in
      this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee or the Securities Administrator and, in the absence of
      bad
      faith on the part of the Trustee or the Securities Administrator, respectively,
      the Trustee or the Securities Administrator, respectively, may conclusively
      rely
      and shall be fully protected in acting or refraining from acting, as to the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Master Servicer Default unless a Responsible Officer
      of the Trustee shall have actual knowledge thereof. In the absence of such
      notice, the Trustee may conclusively assume there is no such default or Master
      Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee (regardless of the capacity in which it is acting) nor the
      Securities Administrator shall be required to expend or risk its own funds
      or
      otherwise incur liability, financial or otherwise, in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there is reasonable ground for believing that the repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee or the Securities Administrator to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicers, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel and any advice
      of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection with respect to any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel:

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a Master
      Servicer Default of which a Responsible Officer of the Trustee has actual
      knowledge (which has not been cured or waived), to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of care
      and skill in their exercise, as a prudent person would exercise or use under
      the
      circumstances in the conduct of his own affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Master Servicer Default hereunder and after the curing
      or
      waiver of all Master Servicer Defaults which may have occurred with respect
      to
      the Trustee and at all times with respect to the Securities Administrator,
      neither the Trustee nor the Securities Administrator shall be bound to make
      any
      investigation into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond or other paper or document, unless requested in writing to do
      so
      by Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the aggregate Voting Rights of the Certificates and provided that the payment
      within a reasonable time to the Trustee or the Securities Administrator of
      the
      costs, expenses or liabilities likely to be incurred by it in the making of
      such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator, as applicable, by the security afforded to it by the terms of
      this Agreement, the Trustee or the Securities Administrator, as applicable,
      may
      require reasonable indemnity against such expense or liability as a condition
      to
      taking any such action. The reasonable expense of every such examination shall
      be paid by the Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property;

     

    (xi)  The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to execute and deliver
      the Basis Risk Cap Agreement, Interest Rate Cap Agreement and the Swap Agreement
      on behalf of Party B (as defined therein) and to exercise the rights, perform
      the obligations, and make the representations of Party B thereunder, solely
      in
      its capacity as Supplemental Interest Trust Trustee on behalf of Party B (as
      defined therein) and not in its individual capacity.

     

    The
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that:

     

    (a)
      the
      Supplemental Interest Trust Trustee shall execute and deliver the Basis Risk
      Cap
      Agreement, Interest Rate Cap Agreement and the Swap Agreement on behalf of
      Party
      B (as defined therein), 

     

    (b)
      the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

     

    (c)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Basis Risk Cap
      Agreement, Interest Rate Cap Agreement and the Swap Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee of the Basis Risk Cap
      Agreement, Interest Rate Cap Agreement and the Swap Agreement, and the
      performance of its duties and satisfaction of its obligations
      thereunder. 

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Basis Risk Cap Agreement, Interest Rate Cap Agreement
      and
      the Swap Agreement.

     

    (xii)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or of the Basis Risk Cap Provider, the Swap Provider
      or
      the Interest Rate Swap Provider, it being understood that this Agreement shall
      not be construed to render them partners, joint venturers or agents of one
      another; and

     

    (xiii)  The
      permissive rights of the Trustee enumerated herein shall not be construed as
      duties.

     

    
      
        	
              	Section
                9.03	
                Trustee
                  and Securities Administrator not Liable for Certificates or Mortgage
                  Loans.

              


      

    

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section 9.12) of the Basis Risk Cap Agreement,
      the Swap Agreement, the Interest Rate Cap Agreement, the Certificates (other
      than the signature of the Securities Administrator and authentication of the
      Securities Administrator on the Certificates) or of any Mortgage Loan except
      as
      expressly provided in Section 2.02. The Securities Administrator’s signature and
      authentication (or authentication of its agent) on the Certificates shall be
      solely in its capacity as Securities Administrator and shall not constitute
      the
      Certificates an obligation of the Securities Administrator in any other
      capacity. The Trustee and the Securities Administrator shall not be accountable
      for the use or application by the Depositor of any of the Certificates or of
      the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor with respect to the Mortgage Loans.

     

    
      	
            	Section
              9.04	
              Trustee
                and Securities Administrator May Own Certificates.

            


    

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    
      	
            	Section
              9.05	
              Fees
                and Expenses of Trustee and Securities Administrator.

            


    

     

    The
      fees
      of the Trustee, the Credit Risk Manager and the Securities Administrator
      hereunder shall be paid in accordance with a side letter agreement with the
      Master Servicer and at the sole expense of the Master Servicer. In addition,
      the
      Trustee, the Securities Administrator, the Custodian and any director, officer,
      employee or agent of the Trustee, the Securities Administrator and the Custodian
      shall be indemnified by the Trust and held harmless against any loss, liability
      or expense (including reasonable attorney’s fees and expenses) incurred by the
      Trustee, the Custodian or the Securities Administrator including any pending
      or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Basis Risk Cap Agreement, the Swap Agreement, the
      Interest Rate Cap Agreement and any and all other agreements related hereto,
      other than any loss, liability or expense (i) for which the Trustee is
      indemnified by the Master Servicer or the related Servicer, (ii) that
      constitutes a specific liability of the Trustee or the Securities Administrator
      pursuant to this Agreement or (iii) any loss, liability or expense incurred
      by
      reason of willful misfeasance, bad faith or negligence in the performance of
      duties hereunder by the Trustee or the Securities Administrator or by reason
      of
      reckless disregard of obligations and duties hereunder. In no event shall the
      Trustee or the Securities Administrator be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if it has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action. The Master Servicer agrees to
      indemnify the Trustee, from, and hold the Trustee harmless against, any loss,
      liability or expense (including reasonable attorney’s fees and expenses)
      incurred by the Trustee by reason of the Master Servicer’s willful misfeasance,
      bad faith or gross negligence in the performance of its duties under this
      Agreement or by reason of the Master Servicer’s reckless disregard of its
      obligations and duties under this Agreement. The indemnities in this
      Section 9.05 shall survive the termination or discharge of this Agreement
      and the resignation or removal of the Master Servicer, the Trustee, the
      Securities Administrator or the Custodian. Any payment hereunder made by the
      Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
      without reimbursement from REMIC I therefor.

     

    
      	
            	Section
              9.06	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            


    

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is
      a
      Rating Agency, or rated at least "A-1" by S&P (or such rating acceptable to
      Fitch pursuant to a rating confirmation). Wells Fargo Bank, N.A. shall act
      as
      Securities Administrator for so long as it is Master Servicer under this
      Agreement.

     

    
      	
            	Section
              9.07	
              Resignation
                and Removal of Trustee and Securities Administrator.

            


    

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor securities administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      securities administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      securities administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor securities
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    
      	
            	Section
              9.08	
              Successor
                Trustee or Securities Administrator. 

            


    

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor securities administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor securities administrator
      shall
      become effective and such successor trustee or successor securities
      administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or Securities
      Administrator herein. The predecessor trustee or predecessor securities
      administrator shall deliver to the successor trustee or successor securities
      administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor securities
      administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor securities administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 9.08, the successor trustee or
      successor securities administrator shall mail notice of the succession of such
      trustee or securities administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor securities administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.08 shall also be
      required to serve as successor supplemental interest trust trustee under the
      Swap Agreement, the Basis Risk Cap Agreement, and Interest Rate Cap
      Agreement.

     

    
      	
            	Section
              9.09	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            


    

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator shall be the successor
      of the Trustee or Securities Administrator hereunder, provided that such
      corporation shall be eligible under the provisions of Section 9.06 without
      the execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    
      	
            	Section
              9.10	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     

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

     

    
      	
            	Section
              9.11	
              Appointment
                of Office or Agency.

            


    

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    
      	
            	Section
              9.12	
              Representations
                and Warranties.

            


    

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicers and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    
      	
            	Section
              9.13	
              Tax
                Matters.

            


    

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.13, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within 10 days after the Closing Date all information or data
      that
      the Securities Administrator requests in writing and determines to be relevant
      for tax purposes to the valuations and offering prices of the Certificates,
      including, without limitation, the price, yield, prepayment assumption and
      projected cash flows of the Certificates and the Mortgage Loans. Thereafter,
      the
      Depositor shall provide to the Securities Administrator promptly upon written
      request therefor, any such additional information or data that the Securities
      Administrator may, from time to time, request in order to enable the Securities
      Administrator to perform its duties as set forth herein. The Depositor hereby
      indemnifies the Securities Administrator for any losses, liabilities, damages,
      claims or expenses of the Securities Administrator arising from any errors
      or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, or to cause to be provided, accurate information
      or
      data to the Securities Administrator on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any of REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any of REMIC after the startup day pursuant
      to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any REMIC, and is not paid as otherwise provided for herein, such tax shall
      be
      paid by (i) the Securities Administrator, if any such other tax arises out
      of or
      results from a breach by the Securities Administrator of any of its obligations
      under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      will
      be paid first with amounts otherwise to be distributed to the Class R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Certificateholders in the following order of priority: first, to the
      Class
      B-1 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 Senior
      Certificates (pro rata based on the amounts to be distributed). Notwithstanding
      anything to the contrary contained herein, to the extent that such tax is
      payable by the Holder of any Certificates, the Securities Administrator is
      hereby authorized to retain on any Distribution Date, from the Holders of the
      Class R Certificates (and, if necessary, second, from the Holders of the other
      Certificates in the priority specified in the preceding sentence), funds
      otherwise distributable to such Holders in an amount sufficient to pay such
      tax.
      The Securities Administrator shall include in its monthly report to
      Certificateholders distributions to such parties taking into account the
      priorities described in the second preceding sentence. The Securities
      Administrator agrees to promptly notify in writing the party liable for any
      such
      tax of the amount thereof and the due date for the payment thereof.
      Notwithstanding the foregoing, however, in no event shall the Securities
      Administrator have any liability (1) for any action or omission that is taken
      in
      accordance with and in compliance with the express terms of, or which is
      expressly permitted by the terms of this Agreement, (2) for any losses other
      than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

    ARTICLE
      X


    TERMINATION

     

    
      	
            	Section
              10.01	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans.

            


    

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests or the Classes of Certificates as hereinafter set forth)
      upon
      the earlier of (a) the Master Servicer’s exercise of its optional right to
      purchase the Mortgage Loans and related REO Properties (the “Cleanup Call”), (b)
      Ocwen’s exercise of its optional right to purchase the Mortgage Loans and
      related REO Properties (the “Backup Cleanup Call”) and (c) the later of (i) the
      maturity or other liquidation (or any Advance with respect thereto) of the
      last
      Mortgage Loan remaining in the Trust Fund and the disposition of all REO
      Property and (ii) the distribution to Certificateholders of all amounts required
      to be distributed to them pursuant to this Agreement, as applicable. In no
      event
      shall the trusts created hereby continue beyond the earlier of (i) the
      expiration of twenty-one (21) years from the death of the last survivor of
      the
      descendants of Joseph P. Kennedy, the late Ambassador of the United States
      to
      the Court of St. James, living on the date hereof and (ii) the Latest Possible
      Maturity Date.

     

    The
      Cleanup Call or Backup Cleanup Call shall be exercisable at a price (the
“Termination Price”) equal to the sum of (i) 100% of the Stated Principal
      Balance of each Mortgage Loan, (ii) accrued interest thereon at the applicable
      Mortgage Rate to, but not including, the first day of the month of such
      purchase, (iii) the appraised value of any related REO Property (up to the
      Stated Principal Balance of the related Mortgage Loan), such appraisal to be
      conducted by an appraiser mutually agreed upon by the Master Servicer or Ocwen
      Loan Servicing LLC, as applicable, and the Trustee, (iv) unreimbursed
      out-of-pocket costs of the Securities Administrator, the Master Servicer, the
      Servicers or the Trustee, including unreimbursed servicing advances and the
      principal portion of any unreimbursed Advances, made on the related Mortgage
      Loans prior to the exercise of such repurchase right, (v) any Swap Termination
      Payment payable to the Swap Provider which remains unpaid or which is due to
      such Cleanup Call or Backup Cleanup Call and (vi) any other amounts due and
      owing to the Trustee, the Securities Administrator, the Master Servicer and
      the
      Custodian payable pursuant to this Agreement or the Custodial
      Agreement.

     

    The
      right
      to exercise the Cleanup Call pursuant to the preceding paragraph shall be
      exercisable if the Stated Principal Balance of all of the Mortgage Loans at
      the
      time of any such repurchase, is less than or equal to ten percent (10%) of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans.

     

    The
      right
      to exercise the Backup Cleanup Call pursuant to the second paragraph hereof
      shall be exercisable if the Master Servicer fails to exercise the Cleanup Call
      and the Stated Principal Balance of all of the Mortgage Loans at the time of
      any
      such repurchase, is less than or equal to five percent (5%) of the aggregate
      Cut-off Date Principal Balance of the Mortgage Loans.

     

    Notwithstanding
      the foregoing, neither
      the Master Servicer nor Ocwen Loan Servicing, LLC shall be entitled to exercise
      the Cleanup Call or Backup Cleanup Call, as applicable, to the extent that
      the
      Depositor creates a net interest margin transaction which includes the Class
      X
      Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer or Ocwen intends to exercise its Cleanup Call or Backup Cleanup Call,
      as applicable.

     

    In
      connection with any Cleanup Call or Backup Cleanup Call, four Business Days
      prior to the final Distribution Date specified in the notice required pursuant
      to Section 10.02, the Securities Administrator shall, no later than 4:00 pm
      New
      York City time on such day, request in writing (in accordance with the
      applicable provision of the Swap Agreement) and by phone from the Swap Provider
      the amount of the Estimated Swap Termination Payment. The Swap Provider shall,
      no later than 2:00 pm on the following Business Day, notify in writing (which
      may be done in electronic format) the Securities Administrator of the amount
      of
      the Estimated Swap Termination Payment; the Securities Administrator shall
      promptly on the same day notify the Master Servicer of the amount of the
      Estimated Swap Termination Payment. 

     

    Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.02, (i) the Master Servicer or Ocwen, as
      applicable, shall, no later than 1:00 pm New York City time on such day, deposit
      funds in the Distribution Account in an amount equal to the sum of the
      Termination Price (other than the Swap Termination Payment) and the Estimated
      Swap Termination Payment, and (ii) if the Securities Administrator shall have
      determined that the aggregate Stated Principal Balance of all of the Mortgage
      Loans as of the related Determination Date is not more than 10%, or in the
      case
      of Ocwen, 5% of the aggregate Principal Balance of the Mortgage Loans as of
      the
      Cut-off Date and that all other requirements of the optional termination have
      been met, including without limitation, the deposit required pursuant to the
      immediately preceding clause (i) as well as the requirements specified in
      Section 10.03, then the Securities Administrator shall, on the same Business
      Day, provide written notice to the Depositor, the Master Servicer, the
      Servicers, the Supplemental Interest Trust Trustee, the Trustee and the Swap
      Provider confirming (in accordance with the applicable provisions of the Swap
      Agreement) (a) its receipt of the Termination Price (other than the Swap
      Termination Payment) and the Estimated Swap Termination Payment and (b) that
      all
      other requirements of the optional termination have been met. Upon the
      Securities Administrator’s providing the notice described in the preceding
      sentence, the optional termination shall become irrevocable, the notice to
      Certificateholders of such optional termination provided pursuant to the Section
      10.02 shall become unrescindable, the Swap Provider shall determine the Swap
      Termination Payment in accordance with the Swap Agreement, and the Swap Provider
      shall provide to the Securities Administrator written notice of the amount
      of
      the Swap Termination Payment not later than one Business Day prior to the final
      Distribution Date specified in the notice required pursuant to Section
      10.02.

     

    In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer or Ocwen, as
      applicable, shall be withdrawn by the Securities Administrator from the
      Distribution Account on the related final Distribution Date and distributed
      as
      follows: (i) to the Supplemental Interest Trust for payment to the Swap Provider
      in accordance with Section 5.17, an amount equal to the Swap Termination Payment
      calculated pursuant to the Swap Agreement, provided that in no event shall
      the
      amount distributed to the Swap Provider in respect of the Swap Termination
      Payment exceed the Estimated Swap Termination Payment, and (ii) to the Master
      Servicer or Ocwen, as applicable, an amount equal to the excess, if any, of
      the
      Estimated Swap Termination Payment over the Swap Termination Payment. The Swap
      Termination Payment shall not be part of any REMIC and shall not be paid into
      any account which is part of any REMIC.

     

    
      	
            	Section
              10.02	
              Final
                Distribution on the Certificates.

            


    

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer or Ocwen
      Loan
      Servicing, LLC (each, a “Terminator”) elects to terminate the Trust Fund
      pursuant to Section 10.01, at least twenty (20) days prior to the date
      notice is to be mailed to the Certificateholders, the related Terminator shall
      notify the Securities Administrator and the Trustee of the date the related
      Terminator intends to terminate the Trust Fund. The related Terminator shall
      remit the related Termination Price to the Securities Administrator on behalf
      of
      the Trust Fund on the Business Day prior to the Distribution Date for such
      Optional Termination by the related Terminator.

     

    Notice
      of
      the exercise of the Cleanup Call or Backup Cleanup Call, as applicable,
      specifying the Distribution Date on which the Certificateholders may surrender
      their Certificates for payment of the final distribution and cancellation,
      shall
      be given promptly by the Securities Administrator by letter to the
      Certificateholders mailed no later than the fifteenth (15th) day of the month
      of
      such final distribution. Any such notice shall specify (a) the Distribution
      Date
      upon which final distribution on the Certificates will be made upon presentation
      and surrender of the Certificates at the office therein designated, (b) the
      amount of such final distribution, (c) the location of the office or agency
      at
      which such presentation and surrender must be made and (d) that the Record
      Date
      otherwise applicable to such Distribution Date is not applicable, distributions
      being made only upon presentation and surrender of the Certificates at the
      office therein specified. The Securities Administrator will give such notice
      to
      each Rating Agency at the time such notice is given to the
      Certificateholders.

     

    In
      the
      event such notice is given, the related Terminator shall remit to the Master
      Servicer to, deposit in the Distribution Account on the Business Day prior
      to
      the applicable Distribution Date an amount equal to the final distribution
      in
      respect of the Certificates. Upon certification to the Trustee by the Securities
      Administrator of the making of such final deposit, the Trustee shall promptly
      release or cause to be released to the applicable Terminator the Mortgage Files
      for the remaining Mortgage Loans, and the Trustee shall execute all assignments,
      endorsements and other instruments delivered to it and necessary to effectuate
      such transfer.

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each Class
      the amounts allocable to such Certificates held in the Distribution Account
      in
      the order and priority set forth in Section 5.04 hereof on the final
      Distribution Date and in proportion to their respective Percentage Interests.
      Any funds not distributed to any Certificateholder(s) being retired on such
      Distribution Date because of the failure of such Certificateholders to tender
      their Certificates shall, on such date, be set aside and held in trust and
      credited to the account of the appropriate non-tendering
      Certificateholders.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      that
      remain subject hereto and the Securities Administrator shall release such funds
      upon written direction. No interest shall accrue or be payable to any
      Certificateholder on any amount held in trust by the Securities Administrator
      as
      a result of such Certificateholder’s failure to surrender its Certificate(s) on
      the related final Distribution Date for final payment thereof. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    
      	
            	Section
              10.03	
              Additional
                Termination Requirements.

            


    

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement, (ii) the exercise by Ocwen Loan Servicing, LLC
      of
      the Backup Cleanup Call pursuant to the terms of this Agreement, or (iii) the
      final payment on or other liquidation of the last Mortgage Loan or REO Property
      in REMIC I pursuant to Section 10.01, the following additional
      requirements, unless the Trustee has been supplied with an Opinion of Counsel,
      at the expense of the applicable Terminator (in the case of the exercise of
      the
      Cleanup Call or the Backup Cleanup Call) or the Depositor, to the effect that
      the failure of the Trust Fund to comply with the requirements of this
      Section 10.03 will not (i) result in the imposition of taxes on “prohibited
      transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify as a REMIC
      at any time that any Certificates are outstanding:

     

    
      	
              (1)

            	
              The
                applicable Terminator (in the case of the exercise of the Cleanup
                Call or
                the Backup Cleanup Call) or the Depositor (in all other cases) shall
                establish a ninety-day liquidation period and notify the Trustee
                thereof,
                and the Securities Administrator shall in turn specify the first
                day of
                such period in a statement attached to the tax return for each REMIC
                pursuant to Treasury Regulation Section 1.860F-1. The Master
                Servicer, Ocwen Loan Servicing, LLC or the Depositor, as applicable,
                shall
                satisfy all the requirements of a qualified liquidation under
                Section 860F of the Code and any regulations thereunder, as evidenced
                by an Opinion of Counsel obtained at the expense of the Master Servicer,
                Ocwen Loan Servicing, LLC or the Depositor, as
                applicable;

            
	 	 
	
              (2)

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the applicable Terminator
                (in the
                case of the exercise of the Cleanup Call or the Backup Cleanup Call)
                or
                the Depositor (in all other cases) shall sell all of the assets of
                REMIC I
                for cash; and

            
	 	 
	
              (3)

            	
              At
                the time of the making of the final payment on the Certificates,
                the
                Securities Administrator shall distribute or credit, or cause to
                be
                distributed or credited, to the Holders of the related Residual
                Certificates all cash on hand in the Trust Fund (other than cash
                retained
                to meet claims), and the Trust Fund shall terminate at that
                time.

            


    

    


    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call), Ocwen Loan
      Servicing, LLC (in the case of the exercise of the Backup Cleanup Call) or
      the
      Depositor (in all other cases) to specify the ninety-day liquidation period
      for
      REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI, which
      authorization shall be binding upon all successor
      Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer, Ocwen Loan Servicing, LLC or the Depositor, as applicable, and the
      receipt of the Opinion of Counsel referred to in Section 10.03(1) and to
      take such other action in connection therewith as may be reasonably requested
      by
      the Master Servicer, Ocwen Loan Servicing, LLC or the Depositor, as
      applicable.

     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    
      
        	
              	Section
                11.01	
                Amendment.

              


      

    

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account maintained by the Securities Administrator or any Custodial Account
      maintained by the Servicer is maintained or to make such other provisions with
      respect to matters or questions arising under this Agreement as shall not be
      inconsistent with any other provisions herein if such action shall not, as
      evidenced by an Opinion of Counsel, adversely affect in any material respect
      the
      interests of any Certificateholder; provided that any such amendment shall
      be
      deemed not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel shall be required if the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates; provided further
      that
      any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders and no such Opinion of Counsel
      nor any letter from the Rating Agencies stating that such amendment would not
      result in the downgrading or withdrawal of the respective ratings then assigned
      to the Certificates shall be required if such amendment is to effect a transfer
      of servicing pursuant to Section 7.06(a) to an entity satisfying the Minimum
      Servicing Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to effect any changes
      in the parties’ obligations as are necessary to accommodate evolving
      interpretations of the provisions of Regulation AB and to modify, eliminate
      or
      add to any of its provisions to such extent as shall be necessary or appropriate
      to maintain the qualification of each REMIC created hereunder as a REMIC under
      the Code or to avoid or minimize the risk of the imposition of any tax on any
      of
      REMIC pursuant to the Code that would be a claim against any of REMIC at any
      time prior to the final redemption of the Certificates, provided that the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that such action is
      necessary or appropriate to maintain such qualification or to avoid or minimize
      the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided that no such amendment shall (i) reduce in any manner
      the
      amount of, or delay the timing of, payments required to be distributed on any
      Certificate without the consent of the Holder of such Certificate, (ii) cause
      any REMIC created hereunder to cease to qualify as a REMIC or (iii) reduce
      the
      aforesaid percentages of Certificates of each Class the Holders of which are
      required to consent to any such amendment without the consent of the Holders
      of
      all Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with. 

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      the
      Pooling and Servicing Agreement that is entered into solely for the purpose
      of
      appointing a successor servicer, master servicer, securities administrator,
      trustee or other service provider) without the prior written consent of the
      Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder, each Rating Agency and
      the Swap Provider.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section to approve the particular form of any proposed amendment, but it
      shall be sufficient if such consent shall approve the substance thereof. The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment that affects
      its rights, duties or immunities under this Agreement or otherwise.

     

    
      	
            	Section
              11.02	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

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

     

    
      	
            	Section
              11.03	
              Governing
                Law.

            


    

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW
      WHICH SHALL GOVERN.

     

    
      	
            	Section
              11.04	
              Intention
                of Parties.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders and the
      Swap
      Provider, of a security interest in all of the assets that constitute the Trust
      Fund, whether now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    
      	
            	Section
              11.05	
              Notices.

            


    

     

    (a)  The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency with respect to each of the following of which it has
      actual knowledge:

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Servicer Default or Master Servicer Default that has not
      been
      cured;

     

    (iii)  The
      resignation or termination of a Servicer, the Master Servicer or the Trustee
      and
      the appointment of any successor; and

     

    (iv)  The
      final
      payment to Certificateholders.

     

    In
      addition, the Securities Administrator shall promptly furnish to each Rating
      Agency copies of the following:

     

    (i)
       Each
      annual statement as to compliance described in Section 3.13;
      and

     

    (ii)
       Each
      annual independent public accountants’ servicing report described in
      Section 3.14.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2007-2; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 or such
      other address as may be hereafter furnished to the other parties hereto by
      the
      Sponsor in writing; (iii) in the case of Equity One, Inc., 121 Woodcrest Road,
      Cherry Hill, New Jersey 08003, Attention: Investor Reporting; (iv) in the case
      of SPS, Select Portfolio Servicing, Inc., 3815 South West Temple, Salt Lake
      City, Utah 84115, Attention: General Counsel; (v) in the case of Ocwen, Ocwen
      Loan Servicing, LLC, 1661 Worthington Road, Suite 100, West Palm Beach, Florida
      33409, Attention: Secretary; (vi) n the case of the Trustee, at each Corporate
      Trust Office or such other address as the Trustee may hereafter furnish to
      the
      other parties hereto; (vii) in the case of Wells Fargo Bank, National
      Association, as Custodian, 24 Executive Park, Suite 100, Irvine, California
      92614, (viii) in the case of the Securities Administrator, its Corporate Trust
      Office; (vii) in the case of the Master Servicer, P.O. Box 98, Columbia,
      Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road, Columbia,
      Maryland 21045, Attention Client Manager - NHEL 2007-2) and (ix) in the case
      of
      the Rating Agencies, (a) Standard & Poor’s, 55 Water Street, 41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group; (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring; and (c) DBRS, Inc., 55 Broadway, Residential Mortgage
      Ratings, New York, New York 10006. Any notice delivered to the Sponsor or the
      Trustee under this Agreement shall be effective only upon receipt. Any notice
      required or permitted to be mailed to a Certificateholder, unless otherwise
      provided herein, shall be given by first-class mail, postage prepaid, at the
      address of such Certificateholder as shown in the Certificate Register; any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given, whether or not the
      Certificateholder receives such notice.

     

    
      	
            	Section
              11.06	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	
            	Section
              11.07	
              Assignment.

            


    

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    
      	
            	Section
              11.08	
              Limitation
                on Rights of Certificateholders.

            


    

     

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

     

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

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of such
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    
      	
            	Section
              11.09	
              Certificates
                Nonassessable and Fully Paid.

            


    

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    
      	
            	Section
              11.10	
              Third
                Party Beneficiaries.

            


    

     

    Each
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express rights to receive any payments under this Agreement or
      any
      other express
      rights of
      each
      Swap Provider explicitly stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     

    
      	
            	Section
              11.11	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.14 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB. Therefore, each of the
      parties agrees that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      advice of counsel, or otherwise in respect of the requirements of Regulation
      AB
      and (c) the parties shall comply with requests made by the Sponsor or the
      Depositor for delivery of additional or different information as the Sponsor
      or
      the Depositor may determine in good faith is necessary to comply with the
      provisions of Regulation AB.

     

    Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.14
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) the Servicer does not believe that such additional
      information is required under Regulation AB and (ii) the Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by the Servicer in connection
      with
      the preparation and delivery of such additional information and the Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, the Servicers, the Master Servicer,
      the Securities Administrator and the Trustee have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    
      	 	 	 
	 	
              NOMURA
                HOME EQUITY LOAN, INC.,

              
                as
                  Depositor

              

            
	 
 	 
 	 
 
	 	 	By: 
              /s/ John P. Graham
	 	
              
                

              

            
	 	
              Name:
                John P. Graham

              
                Title:
                  Managing Director

              

            


    

     

    
      	 	 	 
	 	
              NOMURA
                CREDIT & CAPITAL, INC.,

              
                as
                  Sponsor

              

            
	 
 	 
 	 
 
	 	 	By:
               /s/ Timothy P. F. Crowley 
	 	
              
                

              

            
	 	
              Name:
                Timothy P. F. Crowley

              
                Title:
                  Vice President

              

            


    

     

    
      
        	 	 	 
	 	
                
                  WELLS
                    FARGO
                    BANK, NATIONAL
                    ASSOCIATION,

                

                
                  
                    as
                      Master Servicer and Securities Administrator

                  

                

              
	 
 	 
 	 
 
	 	 	By:
                 /s/ Carla S. Walker  
	 	
                
                  

                

              
	 	
                Name:
                  Carla S. Walker  

                
                  Title:
                    Vice President

                

              


      

       

      
        
          	 	 	 
	 	
                  
                    
                      HSBC
                        BANK
                        USA, NATIONAL
                        ASSOCIATION,

                    

                  

                  
                    
                      
                        as
                          Trustee

                      

                    

                  

                
	 
 	 
 	 
 
	 	 	By:
                   /s/ Elena Zheng 
	 	
                  
                    

                  

                
	 	
                  Name:
                    Elena Zheng 

                  
                    Title:
                      Assistant Vice President

                  

                


        

        
           

          
            
              	 	 	 
	 	
                      
                        
                          
                            EQUITY
                              ONE, INC.,

                          

                        

                      

                      
                        
                          
                            
                              as
                                a Servicer

                            

                          

                        

                      

                    
	 
 	 
 	 
 
	 	 	By:
                       /s/ John Martella 
	 	
                      
                        

                      

                    
	 	
                      Name:
                        John Martella 

                      
                        Title:
                          EVP

                      

                    


            

            
              
                 

                
                  
                    	 	 	 
	 	
                            
                              
                                
                                  
                                    OCWEN
                                      LOAN SERVICING, INC.,

                                  

                                

                              

                            

                            
                              
                                
                                  
                                    
                                      as
                                        a Servicer

                                    

                                  

                                

                              

                            

                          
	 
 	 
 	 
 
	 	 	By:
                             /s/ Richard Delgado 
	 	
                            
                              

                            

                          
	 	
                            Name:
                              Richard Delgado 

                            
                              Title:
                                Authorized Representative

                            

                          


                  

                  
                    
                       

                      
                        
                          	 	 	 
	 	
                                  
                                    
                                      
                                        
                                          
                                            SELECT
                                              PORTFOLIO SERVICING, INC.,

                                          

                                        

                                      

                                    

                                  

                                  
                                    
                                      
                                        
                                          
                                            
                                              as
                                                a Servicer

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 
 	 
 	 
 
	 	 	By:
                                   /s/ Kim Stevenson 
	 	
                                  
                                    

                                  

                                
	 	
                                  Name:
                                    Kim Stevenson 

                                  
                                    Title:
                                      EVP Professional Services

                                  

                                


                        

                         

                        
                           

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	 	 	 
	 	
                    
                      
                        
                          
                            
                              With
                                respect to Sections 3.33, 3.34, 3.35 and 3.36

                               

                              
                                WELLS
                                  FARGO BANK, NATIONAL ASSOCIATION, as 

                                Credit
                                  Risk Manager

                              

                            

                          

                        

                      

                    

                  
	 
 	 
 	 
 
	 	 	By:
                     /s/ Carla S. Walker
	 	
                    
                      

                    

                  
	 	
                    Name:
                      Carla S. Walker

                    
                      Title:
                        Vice President

                    

                  


          

           

        

      

    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ___ day of January 2007, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Home Equity Loan, Inc.,
      one of the entities that executed the within instrument, and also known to
      me to
      be the person who executed it on behalf of such corporation and acknowledged
      to
      me that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
              

            
	 	
              Notary
                Public

            


    

    [Notarial Seal]

     

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ____ day of January 2007 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., one of the entities that executed the within instrument, and also known
      to
      me to be the person who executed it on behalf of such corporation, and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
              

            
	 	
              Notary
                Public

            


    

    [Notarial Seal]

    
 

    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Ocwen Loan Servicing, LLC, one
      of
      the entities that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Notary
                  Public

              


      

      [Notarial Seal]

    

    
 

    
      	
              STATE
                OF NEW JERSEY

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _________________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Equity One, Inc., one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        
          
            	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                    

                  
	 	
                    Notary
                      Public

                  


          

          [Notarial Seal]

        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Select Portfolio Servicing,
      Inc.,
      one of the entities that executed the within instrument, and also known to
      me to
      be the person who executed it on behalf of such corporation, and acknowledged
      to
      me that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        
          	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                  

                
	 	
                  Notary
                    Public

                


        

        [Notarial Seal]

      

    

     

     

    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    
      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

      
        
          
            	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                    

                  
	 	
                    Notary
                      Public

                  


          

          [Notarial Seal]


        

      

    

    
 

    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        
          
            	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                    

                  
	 	
                    Notary
                      Public

                  


          

          [Notarial Seal]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      EXHIBIT
        A-1


       

      FORM
        OF CLASS [I][II]-A-[1][2][3][4] CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
        THE
        CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(b)
        OF THE POOLING AND SERVICING AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	
                Pass-Through
                  Rate: Floating

              
	 	 
	
                Class
                  [I][II]-A-[1][2][3][4] Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class [I][II]-A-[1][2][3][4]
                  Certificates as of the Cut-off Date:

                $

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [______________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I][II]-A-[1][2][3][4] Certificates with respect to a Trust Fund consisting
        primarily of a pool of conventional one- to four-family fixed-rate and
        adjustable-rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
        INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional
        first and second lien, fixed-rate and adjustable-rate mortgage loans secured
        by
        one- to four- family residences, units in planned unit developments, individual
        condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
        NHEL. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor,
Ocwen
        Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer,
Select
        Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank, N.A., as master
        servicer (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
        forth hereafter. To the extent not defined herein, capitalized terms used
        herein
        shall have the meaning ascribed to them in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        its
        acceptance hereof assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue during the period commencing on the immediately
        preceding Distribution Date (as hereinafter defined) (or with respect to
        the
        First Distribution Date, the Closing Date) and ending on the day immediately
        preceding the related Distribution Date on the Certificate Principal Balance
        hereof at a per annum Pass-Through Rate will equal the lesser of (i) the
        sum of
        One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
        possible Optional Termination Date, [___]% or (B) after the first possible
        Optional Termination Date, [___]% and (ii) the Net Funds Cap. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount (of interest and principal, if any) required to
        be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in the
        month following the latest scheduled maturity date of any Mortgage Loan and
        is
        not likely to be the date on which the Certificate Principal Balance of this
        Class of Certificates will be reduced to zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal
        hereon.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust Fund relating to the Mortgage Loan and the
        Supplemental Interest Trust, all as more specifically set forth in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any transferee of this
        Certificate shall be deemed to make the representations in Section 6.02(b)
        of
        the Agreement.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made by (i) the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class [I][II]-A-[1][2][3][4] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	
                _________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                _________________________________

              
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      
 

      EXHIBIT
        A-2


       

      FORM
        OF CLASS M-[1][2][3][4][5][6][7][8][9] CERTIFICATE

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [[AND
        ]THE CLASS M-1 CERTIFICATES] [[,/AND] THE CLASS M-2 CERTIFICATES] [[AND/,]
        THE
        CLASS M-3 CERTIFICATES] [[AND/,] THE CLASS M-4 CERTIFICATES] [[,/AND] THE
        CLASS
        M-5 CERTIFICATES] [[,/AND] THE CLASS M-6 CERTIFICATES] [[,/AND] THE CLASS
        M-7
        CERTIFICATES] [AND] THE CLASS M-8 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
        (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY PRINCIPAL
        PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
        THE
        INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
        THIS
        CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
        ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE
        BY
        INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(b) OF THE AGREEMENT.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	
                Pass-Through
                  Rate: Floating

              
	 	 
	
                Class
                  M-[1][2][3][4][5][6][7][8][9] Subordinate

              	 
	 	
                 

              
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: January 1,
                  2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class
                  M-[1][2][3][4][5][6][7][8][9] Certificates as of the Cut-off
                  Date:

                $
                  

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $
                  

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund
        consisting primarily of a pool of conventional one- to four-family fixed-rate
        and adjustable-rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
        INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first and second lien, fixed-rate and adjustable-rate
        mortgage loans secured by one- to four- family residences, units in planned
        unit
        developments, individual condominium units and townhouses (collectively,
        the
“Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
        to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
        above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
        Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
        servicer, Select Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”) and HSBC Bank USA, National Association, as
        trustee (the “Trustee”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      Interest
        on this Certificate will accrue during the period commencing on the immediately
        preceding Distribution Date (as hereinafter defined) (or with respect to
        the
        First Distribution Date, the Closing Date) and ending on the day immediately
        preceding the related Distribution Date on the Certificate Principal Balance
        hereof at a per annum Pass-Through Rate will equal the lesser of (i) the
        sum of
        One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
        possible Optional Termination Date, [___]% or (B) after the first possible
        Optional Termination Date, [___]% and (ii) the Net Funds Cap. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount (of interest and principal, if any) required to
        be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in the
        month following the latest scheduled maturity date of any Mortgage Loan and
        is
        not likely to be the date on which the Certificate Principal Balance of this
        Class of Certificates will be reduced to zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust Fund relating to the Mortgage Loan and the
        Supplemental Interest Trust, all as more specifically set forth in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made (i) by the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class M-[1][2][3][4][5][6][7][8][9] Certificates referred to in
        the
        within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	
                _________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                _________________________________

              
	 	
                Signature
                  Guaranteed

              


      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      EXHIBIT
        A-3

       

      FORM
        OF CLASS B-1 CERTIFICATE

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        AND
        THE MEZZANINE CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
        FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
        BELOW.
        ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
        BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
        THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT
        OR ANY
        ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
        NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
        RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
        OF
        SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH
        REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
        ACT AND
        OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
        SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
        JURISDICTION.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR BE DEEMED TO MAKE THE
        REPRESENTATIONS SET FORTH IN SECTION 6.02(b) OF THE
        AGREEMENT.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	
                Pass-Through
                  Rate: Floating

              
	 	 
	
                Class
                  B-1 Subordinate

              	 
	 	
                 

              
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                January
                  1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class B-1 Certificates
                  as of
                  the Cut-off Date:

                $
                  

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $
                  

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        B-1
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate and adjustable-rate mortgage
        loans
        sold by NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first and second lien, fixed-rate and adjustable-rate
        mortgage loans secured by one- to four- family residences, units in planned
        unit
        developments, individual condominium units and townhouses (collectively,
        the
“Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
        to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
        above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
        Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc, as a
        servicer, Select Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”) and HSBC Bank USA, National Association, as
        trustee (the “Trustee”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      Interest
        on this Certificate will accrue during the period commencing on the immediately
        preceding Distribution Date (as hereinafter defined) (or with respect to
        the
        First Distribution Date, the Closing Date) and ending on the day immediately
        preceding the related Distribution Date on the Certificate Principal Balance
        hereof at a per annum Pass-Through Rate will equal the lesser of (i) the
        sum of
        One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
        possible Optional Termination Date, [___]% or (B) after the first possible
        Optional Termination Date, [___]% and (ii) the Net Funds Cap. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last Business Day of the calendar month preceding such
        Distribution Date, an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount (of interest and principal,
        if any)
        required to be distributed to the Holders of Certificates of the same Class
        as
        this Certificate. The Assumed Final Distribution Date is the Distribution
        Date
        in the month following the latest scheduled maturity date of any Mortgage
        Loan
        and is not likely to be the date on which the Certificate Principal Balance
        of
        this Class of Certificates will be reduced to zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust Fund relating to the Mortgage Loan and the
        Supplemental Interest Trust, all as more specifically set forth in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor
        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. Neither the Depositor nor 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 Securities Administrator, the Depositor and the Sponsor
        against
        any liability that may result if the transfer is not so exempt or is not
        made in
        accordance with such federal and state laws.

       

      Any
        Transferee of this Certificate shall make or be deemed to make the
        representations set forth in Section 6.02(b) of the Agreement.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made (i) by the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      Dated:
        January __, 2007

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class B-1 Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

       

      
        	 	 	 
	 	 	
                .

              


      

      


      


      
        	
                Dated:

              	
                _________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                _________________________________

              
	 	
                Signature
                  Guaranteed

              


      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       


      EXHIBIT
        A-4

       

      FORM
        OF CLASS X CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND SUBORDINATE
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	
                Percentage
                  Interest: [___]%

              
	 	 
	
                Class
                  X

              	
                Variable
                  Pass-Through Rate

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                January
                  1, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $
                  

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	
                 

              
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [_____________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        X
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate and adjustable-rate mortgage
        loans
        sold by NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that [______________] is the registered owner of the Percentage
        Interest evidenced hereby in the beneficial ownership interest of Certificates
        of the same Class as this Certificate in a trust (the “Trust Fund”), generally
        consisting of conventional first and second lien, fixed-rate and adjustable-rate
        mortgage loans secured by one- to four- family residences, units in planned
        unit
        developments, individual condominium units and townhouses (collectively,
        the
“Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
        to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
        above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
        Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
        servicer, Select Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”) and HSBC Bank USA, National Association, as
        trustee (the “Trustee”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the Certificate Notional
        Balance hereof at a per annum rate equal to the Class X Pass-Through Rate
        as set
        forth in the Agreement. The Securities Administrator will distribute on the
        25th
        day of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the last day (or if such last day
        is
        not a Business Day, the Business Day immediately preceding such last day)
        of the
        calendar month immediately preceding the month in which the Distribution
        Date
        occurs, an amount equal to the product of the Percentage Interest evidenced
        by
        this Certificate and the amount required to be distributed to the Holders
        of
        Certificates of the same Class as this Certificate. The Assumed Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor
        nor the Trustee is obligated to register or qualify the Class of Certificates
        specified on the face hereof under the 1933 Act or any other securities law
        or
        to take any action not otherwise required under the Agreement to permit the
        transfer of such Certificates without registration or qualification. Any
        Holder
        desiring to effect a transfer of this Certificate shall be required to indemnify
        the Trustee, the Securities Administrator, the Depositor and the Sponsor
        against
        any liability that may result if the transfer is not so exempt or is not
        made in
        accordance with such federal and state laws.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        relating to the Mortgage Loans and the Supplemental Interest Trust formed
        pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust fund relating to the Mortgage Loans and the
        Supplemental Interest Trust, all as more specifically set forth in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made (i) by the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

       

      Dated:
        January __, 2007

       

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class X Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	
                ______________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                ______________________________________

              
	 	
                Signature
                  Guaranteed

              


      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

       

      EXHIBIT
        A-5

       

      FORM
        OF CLASS P CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
        THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT
        OR ANY
        ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
        NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
        RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
        OF
        SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH
        REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
        ACT AND
        OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
        SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
        JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  P

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                January
                  1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class P Certificates
                  as of
                  the Cut-off Date: $100

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	 
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        P
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate and adjustable-rate mortgage
        loans
        sold by NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that [____________] is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”), generally
        consisting of conventional first and second lien, fixed-rate and adjustable-rate
        mortgage loans secured by one- to four- family residences, units in planned
        unit
        developments, individual condominium units and townhouses (collectively,
        the
“Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
        to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
        above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
        Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
        servicer, Select Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”) and HSBC Bank USA, National Association, as
        trustee (the “Trustee”), a summary of certain of the pertinent provisions of
        which is set forth hereafter.To the extent not defined herein, capitalized
        terms
        used herein shall have the meaning ascribed to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, the immediately following Business Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, the Business Day immediately preceding such last day) of the calendar
        month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month following the latest scheduled maturity date
        of
        any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to Prepayment Charges collected in respect of the Mortgage Loans and amounts
        on
        deposit in the Class P Certificate Account as more specifically set forth
        in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made (i) by the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

       

      Dated:
        January __, 2007

       

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

       

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class P Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      EXHIBIT
        A-6

       

      FORM
        OF CLASS R[-X] CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
        STATE
        OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
        ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. [__]

              	 
	 	 
	
                Class
                  R[-X]

              	
                Percentage
                  Interest: [__]

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: January 1, 2007

              	 
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association 

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	 
	 	 
	
                Assumed
                  Final Distribution Date:

                January
                  25, 2037

              	
                CUSIP:
                  [_______________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        R[-X] Certificates
        with respect to a Trust Fund consisting primarily of a pool of conventional
        one-
        to four-family fixed-rate and adjustable-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc.
        (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
        or any other person. Neither this Certificate nor the underlying Mortgage
        Loans
        are guaranteed or insured by any governmental entity or by NHEL, the Securities
        Administrator or the Trustee or any of their affiliates or any other person.
        None of NHEL, the Trustee, the Securities Administrator or any of their
        affiliates will have any obligation with respect to any certificate or other
        obligation secured by or payable from payments on the Certificates.

       

      This
        certifies that [____________] is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”), generally
consisting
        of conventional
        first and second lien, fixed-rate and adjustable-rate mortgage loans secured
        by
        one- to four- family residences, units in planned unit developments, individual
        condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
        NHEL. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor, Ocwen
        Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Select
        Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank, N.A., as master
        servicer (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
        forth hereafter. To the extent not defined herein, capitalized terms used
        herein
        shall have the meaning ascribed to them in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        its
        acceptance hereof assents and by which such Holder is bound.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Securities Administrator of, among other things, an affidavit to the effect
        that
        it is a United States Person and Permitted Transferee, (iii) any attempted
        or
        purported transfer of any Ownership Interest in this Certificate in violation
        of
        such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a United States
        Person and a Permitted Transferee acquires any Ownership Interest in this
        Certificate in violation of such restrictions, then the Depositor will have
        the
        right, in its sole discretion and without notice to the Holder of this
        Certificate, to sell this Certificate to a purchaser selected by the Depositor,
        which purchaser may be the Depositor, or any affiliate of the Depositor,
        on such
        terms and conditions as the Depositor may choose.

       

      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, the immediately following Business Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, the Business Day immediately preceding such last day) of the calendar
        month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month following the latest scheduled maturity date
        of
        any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust Fund (including the Swap Agreement), all as
        more
        specifically set forth in the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund subject to additional terms
        set forth in the Agreement. Such optional repurchase may be made (i) by the
        Master Servicer only if on such Distribution Date the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans and (ii) by Ocwen Loan Servicing,
        LLC
        only if on such Distribution Date on which the aggregate Stated Principal
        Balance of the Mortgage Loans is less than or equal to 5% of the Cut-off
        Date
        Principal Balance of the Mortgage Loans. The exercise of such right will
        effect
        the early retirement of the Certificates. Notwithstanding the foregoing,
        the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class X Certificates or Class P Certificates and the notes issued pursuant
        to
        such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      Dated:
        January __, 2007

      
        	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class R[-X] Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

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

       

      
        	 	 	 
	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      The
        Preliminary and Final Mortgage Loan Schedules shall set forth the following
        information with respect to each Mortgage Loan:

       

      
        	a)  	
                the
                  Mortgage Loan identifying number;

              


      

       

      
        	b)  	
                a
                  code indicating to which Loan Group a Mortgage Loan has been assigned,
                  if
                  applicable;

              


      

       

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

              


      

       

      
        	d)  	
                the
                  type of Residential Dwelling constituting the Mortgaged
                  Property;

              


      

       

      
        	e)  	
                the
                  original months to maturity;

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	j)  	
                the
                  stated maturity date;

              


      

       

      
        	k)  	
                the
                  amount of the Monthly Payment at
                  origination;

              


      

       

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

              


      

       

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

              


      

       

      
        	n)  	
                the
                  original principal amount of the Mortgage
                  Loan;

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	u)  	
                the
                  Mortgage Rate at origination;

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	cc)  	
                the
                  Appraised Value of the Mortgaged
                  Property;

              


      

       

      
        	dd)  	
                the
                  sale price of the Mortgaged Property, if
                  applicable;

              


      

       

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

              


      

       

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

              


      

       

      
        	gg)  	
                the
                  Mortgagor’s debt to income ratio at
                  origination;

              


      

       

      
        	hh)  	
                the
                  FICO score at origination; 

              


      

       

      
        	ii)  	
                the
                  Servicer; and

              


      

       

      
        	jj)  	
                a
                  code indicating whether the Mortgage Loan is a secured by either
                  a first
                  lien Mortgage Loan or a second lien Mortgage
                  Loan.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT C

      

        MORTGAGE
          LOAN PURCHASE AGREEMENT

        


        This
          is a
          Mortgage Loan Purchase Agreement (this “Agreement”), dated January 31, 2007,
          between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
          and Nomura Home Equity Loan, Inc., a Delaware corporation (the
“Purchaser”).

        


        Preliminary
          Statement

        


        The
          Seller intends to sell the Mortgage Loans (as hereinafter identified) and
          any
          rights of the Seller in, to and under the Basis Risk Cap Agreement, the
          Swap
          Agreement and the Interest Rate Cap Agreement (exclusive of upfront premiums
          paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement
          and the
          Interest Rate Cap Agreement, if any, payable on the Closing Date) to the
          Purchaser on the terms and subject to the conditions set forth in this
          Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
          pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
          series of asset-backed certificates designated as Nomura Home Equity Loan,
          Inc.,
          Home Equity Loan Trust, Series 2007-2, Asset-Backed Certificates (the
“Certificates”). The Certificates will consist of nineteen (19) classes of
          certificates. The Certificates will be issued pursuant to a pooling and
          servicing agreement, dated as of January 1, 2007 (the “Pooling and Servicing
          Agreement”), among the Purchaser as depositor, Ocwen Loan Servicing, LLC
          (“Ocwen”), as a servicer, Equity One, Inc. (“Equity One”), as a servicer, Select
          Portfolio Servicing, LLC (“SPS”), as a servicer, Wells Fargo Bank, N.A. (“Wells
          Fargo”) as master servicer and securities administrator, the Seller as sponsor
          and HSBC Bank USA, National Association as trustee (the “Trustee”). The
          Purchaser will sell the Class I-A-1, Class II-A-1, Class II-A-2, Class
          II-A-3,
          Class II-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
          M-6,
          Class M-7, Class M-8, and Class M-9 Certificates to Greenwich Capital Markets,
          Inc. (“Greenwich”), Citigroup Global Markets Inc. (“Citigroup”) and UBS
          Securities LLC (“UBS”, together with Greenwich and Citigroup, the
“Underwriters”), pursuant to the Underwriting Agreement, dated January 30, 2007,
          among the Purchaser and the Underwriters and the Terms Agreement, dated
          January
          30, 2007, among the Purchaser and the Underwriters. The
          Purchaser will sell the Class B-1 Certificates to Greenwich pursuant to
          the
          Purchase Agreement, dated as of January 31, 2007, between the Purchaser
          and
          Greenwich. Capitalized terms used but not defined herein shall have the
          meanings
          set forth in the Pooling and Servicing Agreement. Pursuant to the custodial
          agreement, dated as of January 1, 2007 (the “Custodial Agreement”), among the
          Trustee, Ocwen as a servicer, Equity One as a servicer, SPS as a servicer,
          Wells
          Fargo as a servicer (Wells Fargo, together with Ocwen, Equity One and SPS,
          the
“Servicers”) and Wells Fargo as custodian (the “Custodian”), the Trustee intends
          to have the Custodian take possession of the Mortgages and Mortgage Notes,
          along
          with certain other documents specified in the Custodial Agreement, as the
          custodian of the Trustee, in accordance with the terms and conditions
          thereof.

        


        The
          parties hereto agree as follows:

        


        SECTION
          1.   Agreement
          to Purchase.
          The
          Seller hereby sells, and the Purchaser hereby purchases, on January 31,
          2007
          (the “Closing Date”), (a) certain conventional, one-to-four family, fixed-rate
          and adjustable-rate mortgage loans secured by first or second liens on
          residential real properties (the “Mortgage Loans”), having an aggregate
          principal balance as of the close of business on January 1, 2007 (the “Cut-off
          Date”) of approximately $930,628,299 (the “Closing Balance”), after giving
          effect to all payments due on the Mortgage Loans on or before the Cut-off
          Date,
          whether or not received, including the right to any Prepayment Charges
          payable
          by the related Mortgagors in connection with any Principal Prepayments
          on the
          Mortgage Loans and (b) the rights under the Basis Risk Cap Agreement, the
          Swap
          Agreement and the Interest Rate Cap Agreement (exclusive of upfront premiums
          paid by the provider of the Basis Risk Cap Agreement, the Swap Agreement
          and the
          Interest Rate Cap Agreement, if any, payable on the Closing Date).

        


        SECTION
          2.   Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing Schedule”) that describes such Mortgage Loans and
          sets forth all of the Mortgage Loans to be purchased under this Agreement,
          including the Prepayment Charges. The Closing Schedule will conform to
          the
          requirements set forth in this Agreement and to the definition of “Mortgage Loan
          Schedule” under the Pooling and Servicing Agreement.

        


        SECTION
          3.   Consideration.

        


        (a)  In
          consideration for the Mortgage Loans and the rights under the Basis Risk
          Cap
          Agreement, the Swap Agreement and the Interest Rate Cap Agreement (exclusive
          of
          any upfront premium paid by the provider of the Basis Risk Cap Agreement,
          the
          Swap Agreement and the Interest Rate Cap Agreement, if any, payable on
          the
          Closing Date) to be purchased hereunder, the Purchaser shall, as described
          in
          Section 10, (i) pay to or upon the order of the Seller in immediately available
          funds an amount (the “Purchase Price”) equal to (i) [_______]*
          and (ii)
          a 100% interest in the Class B-1, Class X, Class P, Class R and Class R-X
          Certificates of which the Class B-1 Certificates shall be registered in
          the name
          of Cede & Co., the Class X, Class P, Class R Certificates and Class R-X
          Certificates shall be registered solely in the name of Nomura Credit &
Capital, 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 Basis Risk
          Cap
          Agreement, the Swap Agreement, and the Interest Rate Cap Agreement (exclusive
          of
          upfront premiums paid by the provider of the Basis Risk Cap Agreement,
          the Swap
          Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing
          Date) together with its rights under this Agreement, to the Trustee for
          the
          benefit of the Certificateholders.

        


        SECTION
          4.   Transfer
          of the Mortgage Loans.

        


        (a)  Possession
          of Mortgage Files.
          The
          Seller does hereby sell to the Purchaser, without recourse but subject
          to the
          terms of this Agreement, all of its right, title and interest in, to and
          under
          the Mortgage Loans, including the related Prepayment Charges, the Basis
          Risk Cap
          Agreement, the Swap Agreement, and the Interest Rate Cap Agreement (exclusive
          of
          upfront premiums paid by the provider of the Basis Risk Cap Agreement,
          the Swap
          Agreement and the Interest Rate Cap Agreement, if any, payable on the Closing
          Date). The contents of each Mortgage File not delivered to the Purchaser
          or to
          any assignee, transferee or designee of the Purchaser on or prior to the
          Closing
          Date are and shall be held in trust by the Seller for the benefit of the
          Purchaser or any assignee, transferee or designee of the Purchaser. Upon
          the
          sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
          Mortgage and the other contents of the related Mortgage File is vested
          in the
          Purchaser and the ownership of all records and documents with respect to
          the
          related Mortgage Loan prepared by or that come into the possession of the
          Seller
          on or after the Closing Date shall immediately vest in the Purchaser and
          shall
          be delivered immediately to the Purchaser or as otherwise directed by the
          Purchaser.

        


        (b) Delivery
          of Mortgage Loan Documents.
          Pursuant
          to various conveyance documents to be executed on the Closing Date and
          pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign on the
          Closing
          Date all of its right, title and interest in and to the Mortgage Loans
          to the
          Trustee for the benefit of the Certificateholders. In connection with the
          transfer and assignment of the Mortgage Loans, the Seller has delivered
          or will
          deliver or cause to be delivered to the Trustee by the Closing Date or
          such
          later date as is agreed to by the Purchaser and the Seller (each of the
          Closing
          Date and such later date is referred to as a “Mortgage
          File Delivery Date”),
          the
          documents set forth on Exhibit
          1
          hereto,
provided,
          however,
          that in
          lieu of the foregoing, the Seller may deliver the following documents,
          under the
          circumstances set forth below: (x) in lieu of the original Mortgage, assignments
          to the Trustee or intervening assignments thereof which have been delivered,
          are
          being delivered or will upon receipt of recording information relating
          to the
          Mortgage required to be included thereon, be delivered to recording offices
          for
          recording and have not been returned in time to permit their delivery as
          specified above, the Seller may deliver a true copy thereof with a certification
          by the Seller on the face of such copy, substantially as follows: “Certified to
          be a true and correct copy of the original, which has been transmitted
          for
          recording”; (y) in lieu of the Mortgage, assignments to the Trustee or
          intervening assignments thereof, if the applicable jurisdiction retains
          the
          originals of such documents or if the originals are lost (in each case,
          as
          evidenced by a certification from the Seller to such effect), the Seller
          may
          deliver photocopies of such documents containing an original certification
          by
          the judicial or other governmental authority of the jurisdiction where
          such
          documents were recorded; and (z) in lieu of the Mortgage Notes relating
          to the
          Mortgage Loans, each identified in the list delivered by the Purchaser
          to the
          Trustee on the Closing Date and attached hereto as Exhibit
          2,
          the
          Seller may deliver lost note affidavits and indemnities of the Seller;
          and
          provided further, however, that in the case of Mortgage Loans which have
          been
          prepaid in full after the Cut-off Date and prior to the Closing Date, the
          Seller, in lieu of delivering the above documents, may deliver to the Trustee
          a
          certification by the Seller to such effect. The Seller shall deliver such
          original documents (including any original documents as to which certified
          copies had previously been delivered) or such certified copies to the Trustee
          promptly after they are received. The Seller shall cause the Mortgage and
          intervening assignments, if any, and the assignment of the Mortgage to
          be
          recorded not later than 180 days after the Closing Date, or, in lieu of
          such
          assignments, shall provide an Opinion of Counsel pursuant to Section 6
          hereof to
          the effect that the recordation of such assignment is not necessary to
          protect
          the Trustee’s interest in the related Mortgage Loan. Upon the request of the
          Purchaser, the Seller will assist the Purchaser in effecting the assignment
          referred to above.

         

        (c) In
          connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
          expense, within thirty (30) days after the Closing Date, the MERS® System to
          indicate that such Mortgage Loans have been assigned by the Seller to the
          Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
          for the benefit of the Certificateholders by including (or deleting, in
          the case
          of Mortgage Loans which are repurchased in accordance with this Agreement)
          in
          such computer files (a) the code in the field which identifies the specific
          Trustee and (b) the code in the field “Pool Field” which identifies the series
          of the Certificates issued in connection with such Mortgage Loans. The
          Seller
          further agrees that it will not, and will not permit the Servicers to,
          alter the
          codes referenced in this paragraph with respect to any Mortgage Loan during
          the
          term of the Pooling and Servicing Agreement unless and until such Mortgage
          Loan
          is repurchased in accordance with the terms of the Pooling and Servicing
          Agreement or the Servicing Agreement, as applicable. 

        


        (d) Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date, within seven (7) days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Mortgage
          Loan
          Schedule.

        


        (e) Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the Purchaser.
          Any expense reasonably incurred by or on behalf of the Purchaser or the
          Trustee
          in connection with enforcing any obligations of the Seller under this Agreement
          will be promptly reimbursed by the Seller.

        


        SECTION
          5.   Examination
          of Mortgage Files.
          

        


        (a)  On
          or
          before the Mortgage File Delivery Date, the Seller will have made the Mortgage
          Files available to the Purchaser or its agent for examination which may
          be at
          the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
          that the Purchaser or its agent has conducted or has failed to conduct
          any
          partial or complete examination of the Mortgage Files shall not affect
          the
          Purchaser’s rights to demand cure, repurchase, substitution or other relief as
          provided in this Agreement. In furtherance of the foregoing, the Seller
          shall
          make the Mortgage Files available to the Purchaser or its agent from time
          to
          time so as to permit the Purchaser to confirm the Seller’s compliance with the
          delivery and recordation requirements of this Agreement and the Pooling
          and
          Servicing Agreement. In addition, upon request of the Purchaser, the Seller
          agrees to provide to the Purchaser, the Underwriters and to any investors
          or
          prospective investors in the Certificates information regarding the Mortgage
          Loans (which may be at the offices of the Seller and/or the Seller’s custodian)
          and to make available personnel knowledgeable about the Mortgage Loans
          for
          discussions with the Purchaser, the Underwriters and such investors or
          prospective investors, upon reasonable request during regular business
          hours,
          sufficient to permit the Purchaser, the Underwriters and such investors
          or
          potential investors to conduct such due diligence as any such party reasonably
          believes is appropriate.

        


        (b)  Pursuant
          to the Pooling and Servicing Agreement, on the Closing Date the Custodian
          on
          behalf of the Trustee, for the benefit of the Certificateholders, will
          review
          items of the Mortgage Files as set forth on Exhibit
          1
          and will
          deliver to the Seller a certification in the form attached as Exhibit 1
          to the
          Custodial Agreement.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Trustee or the Custodian, on
          behalf
          of the Trustee, will review the Mortgage Files within 180 days of the Closing
          Date and will deliver to the Seller a final certification substantially
          in the
          form of Exhibit 2 to the Custodial Agreement. If the Custodian is unable
          to
          deliver a final certification with respect to the items listed in Exhibit
          2
          due to
          any document that is missing, has not been executed or is unrelated, determined
          on the basis of the Mortgagor name, original principal balance and loan
          number,
          to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
          “Material
          Defect”),
          pursuant to Section 6 of the Custodial Agreement, the Custodian will notify
          the
          Trustee of such Material Defect and the Trustee shall notify the Seller
          of such
          Material Defect. The Seller shall correct or cure any such Material Defect
          within ninety (90) days from the date of notice from the Trustee of the
          Material
          Defect and if the Seller does not correct or cure such Material Defect
          within
          such period and such defect materially and adversely affects the interests
          of
          the Certificateholders in the related Mortgage Loan, the Seller will, in
          accordance with the terms of the Pooling and Servicing Agreement, within
          ninety
          (90) days of the date of notice, provide the Trustee with a Substitute
          Mortgage
          Loan (if within two (2) years of the Closing Date) or purchase the related
          Mortgage Loan at the applicable Purchase Price; provided,
          however,
          that if
          such defect relates solely to the inability of the Seller to deliver the
          original security instrument or intervening assignments thereof or a certified
          copy because the originals of such documents or such certified copy have
          not
          been returned by the applicable jurisdiction, then the Seller shall not
          be
          required to repurchase such Mortgage Loan if the Seller delivers such original
          documents or certified copy promptly upon receipt, but in no event later
          than
          360 days after the Closing Date. The foregoing repurchase obligation shall
          not
          apply in the event that the Seller cannot deliver such original or copy
          of any
          document submitted for recording to the appropriate recording office in
          the
          applicable jurisdiction because such document has not been returned by
          such
          office; provided that the Seller shall instead deliver a recording receipt
          of
          such recording office or, if such receipt is not available, a certificate
          of the
          Seller or a Servicing Officer confirming that such documents have been
          accepted
          for recording, and delivery to the Trustee shall be effected by the Seller
          within thirty (30) days of its receipt of the original recorded
          document.

        


        (d)  At
          the
          time of any substitution, the Seller shall deliver or cause to be delivered
          the
          Replacement Mortgage Loan, the related Mortgage File and any other documents
          and
          payments required to be delivered in connection with a substitution pursuant
          to
          the Pooling and Servicing Agreement. At the time of any purchase or
          substitution, the Trustee shall (i) assign to the Seller and cause the
          Custodian, on behalf of the Trustee, to release the documents (including,
          but
          not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
          File) in the possession of the Custodian, on behalf of the Trustee, relating
          to
          the Deleted Mortgage Loan and (ii) execute and deliver such instruments
          of
          transfer or assignment, in each case without recourse, as shall be necessary
          to
          vest in the Seller title to such Deleted Mortgage Loan.

        


        SECTION
          6.  Recordation
          of Assignments of Mortgage.

        


        (a)  The
          Seller will, promptly after the Closing Date, cause each Mortgage and each
          assignment of Mortgage from the Seller to the Trustee, and all unrecorded
          intervening assignments, if any, delivered on or prior to the Closing Date,
          to
          be recorded in all recording offices in the jurisdictions where the related
          Mortgaged Properties are located; provided,
          however,
          the
          Seller need not cause to be recorded any assignment for which (a) the related
          Mortgaged Property is located in any jurisdiction under the laws of which,
          as
          evidenced by an Opinion of Counsel delivered by the Seller to the Trustee
          and
          the Rating Agencies, the recordation of such assignment is not necessary
          to
          protect the Trustee’s interest in the related Mortgage Loan or (b) MERS is
          identified on the Mortgage or on a properly recorded assignment of the
          Mortgage
          as mortgagee of record solely as nominee for Seller and its successors
          and
          assigns; provided,
          however,
          notwithstanding the delivery of any Opinion of Counsel, each assignment
          of
          Mortgage shall be submitted for recording by the Seller in the manner described
          above, at no expense to the Trust Fund or Trustee, upon the earliest to
          occur of
          (i) reasonable direction by the Holders of Certificates evidencing Percentage
          Interests aggregating not less than twenty-five percent (25%) of the Trust,
          (ii)
          the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
          insolvency or foreclosure relating to the Seller, (iv) the occurrence of
          a
          servicing transfer as described in Section 8.02 of the Pooling and Servicing
          Agreement or (v) with respect to any assignment of Mortgage, the occurrence
          of a
          bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
          related Mortgage.

        


        (b)  While
          each such Mortgage or assignment is being recorded, if necessary, the Seller
          shall leave or cause to be left with the Custodian, on behalf of the Trustee,
          a
          certified copy of such Mortgage or assignment. In the event that, within
          180
          days of the Closing Date, the Trustee has not been provided with an Opinion
          of
          Counsel as described above or received evidence of recording with respect
          to
          each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
          or as
          set forth above and the related Mortgage Loan is not a MOM Loan, the failure
          to
          provide evidence of recording or such Opinion of Counsel shall be considered
          a
          Material Defect, and the provisions of Section 5(c) and (d) shall apply.
          All
          customary recording fees and reasonable expenses relating to the recordation
          of
          the assignments of mortgage to the Trustee or the Opinion of Counsel, as
          the
          case may be, shall be borne by the Seller.

        


        SECTION
          7.  Representations,
          Warranties and Covenants of the Seller.

        


        The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

        


        (i)  The
          Seller is a corporation duly organized, validly existing and in good standing
          under the laws of the State of Delaware and is qualified and in good standing
          to
          do business in each jurisdiction where such qualification is necessary,
          except
          where the failure to so qualify would not reasonably be expected to have
          a
          material adverse effect on the Seller’s business as presently conducted or on
          the Seller’s ability to enter into this Agreement and to consummate the
          transactions contemplated hereby.

        


        (ii)  The
          Seller has duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this Agreement,
          assuming due authorization, execution and delivery by the Purchaser, constitutes
          a legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or by general principles of
          equity.

        


        (iii)  The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the organizational documents of the
          Seller,
          (B) any term or provision of any material agreement, contract, instrument
          or
          indenture, to which the Seller is a party or by which the Seller or any
          of its
          property is bound, or (C) any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having jurisdiction
          over the Seller or any of its property and (y) does not create or impose
          and
          will not result in the creation or imposition of any lien, charge or encumbrance
          which would have a material adverse effect upon the Mortgage Loans or any
          documents or instruments evidencing or securing the Mortgage Loans.

        


        (iv)  No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to any governmental authority or court is
          required, under federal laws or the laws of the State of New York, for
          the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided, however, that the Seller makes no representation or warranty
          regarding
          federal or state securities laws in connection with the sale or distribution
          of
          the Certificates.

        


        (v)  This
          Agreement does not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained herein
          not
          misleading. The written statements, reports and other documents prepared
          and
          furnished or to be prepared and furnished by the Seller pursuant to this
          Agreement or in connection with the transactions contemplated hereby taken
          in
          the aggregate do not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained therein
          not
          misleading.

        


        (vi)  The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder.

        


        (vii)  The
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement.

        


        (viii)  Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller was the owner of the related Mortgage and the indebtedness evidenced
          by the related Mortgage Note, and, upon the payment to the Seller of the
          Purchase Price, in the event that the Seller retains or has retained record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof.

        


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

        


        (x)  The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
          to
          this Agreement are not subject to the bulk transfer or any similar statutory
          provisions in effect in any relevant jurisdiction, except any as may have
          been
          complied with.

        


        (xi)  The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or any of its affiliates, that may be entitled
          to any
          commission or compensation in connection with the sale of the Mortgage
          Loans
          (except that an entity that previously financed the Seller’s ownership of the
          Mortgage Loans may be entitled to a fee to release its security interest
          in the
          Mortgage Loans, which fee shall have been paid and which security interest
          shall
          have been released on or prior to the Closing Date).

        


        (xii)  There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller.

        


        (xiii)  The Seller
          is a HUD approved mortgagee pursuant to Section 203 of the National Housing
          Act.

        


        SECTION
          8.  Representations
          and Warranties of the Seller Relating to the Mortgage Loans.

        


        The
          Seller hereby represents and warrants to the Purchaser that as to each
          Mortgage
          Loan as of the Closing Date:

        


        (i)  Information
          provided to the Rating Agencies, including the loan level detail set forth
          on
          the Mortgage Loan Schedule, is true and correct according to the Rating
          Agency
          requirements;

        


        (ii)  No
          fraud
          has taken place on the part of the Mortgagor or any other party involved
          in the
          origination or servicing of the Mortgage Loan;

        


        (iii)  No
          Monthly Payment required to be made under any Mortgage Loan is more than
          thirty
          (30) days delinquent, with the exception of 0.90% of the Mortgage Loans,
          by
          aggregate principal balance as of the Cut-off Date, which are 30-59 days
          delinquent;

        


        (iv)  Neither
          the Seller nor the related originator of the Mortgage Loan has advanced
          any
          Monthly Payment required under the terms of the Mortgage Note;

        


        (v)  There
          are
          no delinquent taxes, assessment liens or insurance premiums affecting the
          related Mortgaged Property;

        


        (vi)  The
          terms
          of the Mortgage Note and the Mortgage have not been materially impaired,
          waived,
          altered or modified in any respect, except by written instruments, recorded
          in
          the applicable public recording office if necessary to maintain the lien
          priority of the Mortgage. The substance of any such waiver, alteration
          or
          modification has been approved by the title insurer, to the extent required
          by
          the related policy. No Mortgagor has been released, in whole or in part,
          except
          in connection with an assumption agreement (approved by the title insurer
          to the
          extent required by the policy);

        


        (vii)  The
          Mortgaged Property is insured against loss by fire and hazards of extended
          coverage (excluding earthquake insurance) in an amount which is at least
          equal
          to the lesser of (i) the amount necessary to compensate for any damage
          or loss
          to the improvements which are a part of such property on a replacement
          cost
          basis or (ii) the outstanding principal balance of the Mortgage Loan. If
          the
          Mortgaged Property is in an area identified on a flood hazard map or flood
          insurance rate map issued by the Federal Emergency Management Agency as
          having
          special flood hazards (and such flood insurance has been made available),
          a
          flood insurance policy meeting the requirements of the current guidelines
          of the
          Federal Insurance Administration is in effect. All such insurance policies
          contain a standard mortgagee clause naming the originator of the Mortgage
          Loan,
          its successors and assigns as mortgagee and the Seller has not engaged
          in any
          act or omission which would impair the coverage of any such insurance policies.
          Except as may be limited by applicable law, the Mortgage obligates the
          Mortgagor
          thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
          and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor’s cost and expense and to seek
          reimbursement therefor from the Mortgagor;

        


        (viii)  Any
          and
          all requirements of any federal, state or local law including, without
          limitation, usury, truth in lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity, fair housing, predatory, fair
          lending or disclosure laws applicable to the origination and servicing
          of the
          Mortgage Loans have been complied with in all material respects, and the
          consummation of the transactions contemplated hereby will not involve the
          violation of any such laws;

        


        (ix)  The
          Mortgage has not been satisfied, cancelled, subordinated (other than with
          respect to second lien Mortgage Loans, the subordination to the first lien)
          or
          rescinded, in whole or in part, and the Mortgaged Property has not been
          released
          from the lien of the Mortgage, in whole or in part, nor has any instrument
          been
          executed that would effect any such satisfaction, cancellation, subordination,
          rescission or release;

        


        (x)  The
          Mortgage was recorded or was submitted for recording in accordance with
          all
          applicable laws and is a valid, existing and enforceable perfected first
          or
          second lien on the Mortgaged Property including all improvements on the
          Mortgaged Property, subject only to (a) the lien of the current real property
          taxes and (b) covenants, conditions and restrictions, rights of way and
          easements;

        


        (xi)  The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, insured under the related
          title
          policy, and enforceable in accordance with its terms, except to the extent
          that
          the enforceability thereof may be limited by a bankruptcy, insolvency or
          reorganization;

        


        (xii)  The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has the full right to convey, transfer and sell the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien,
          (other than with respect to second lien Mortgage Loans, the subordination
          to the
          first lien), pledge, charge, claim or security interest and immediately
          upon the
          sale, assignment and endorsement of the Mortgage Loans from the Seller
          to the
          Purchaser, the Purchaser shall have good and indefeasible title to and
          be the
          sole legal owner of the Mortgage Loans subject only to any encumbrance,
          equity,
          lien, pledge, charge, claim or security interest arising out of the Purchaser’s
          actions;

        


        (xiii)  Each
          Mortgage Loan is covered by a valid and binding American Land Title Association
          lender’s title insurance policy issued by a title insurer qualified to do
          business in the jurisdiction where the Mortgaged Property is located, which
          title insurance policy is generally acceptable to Fannie Mae and Freddie
          Mac. No
          claims have been filed under such lender’s title insurance policy, and the
          Seller has not done, by act or omission, anything that would impair the
          coverage
          of the lender’s title insurance policy;

        


        (xiv)  There
          is
          no material default, breach, violation event or event of acceleration existing
          under the Mortgage or the Mortgage Note and no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a material default, breach, violation or event of acceleration,
          and
          the Seller has not, nor has its predecessors, waived any material default,
          breach, violation or event of acceleration;

        


        (xv)  There
          are
          no mechanics’ or similar liens or claims which have been filed for work, labor
          or material provided to the related Mortgaged Property prior to the origination
          of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage, except as may be disclosed in the
          related title policy;

        


        (xvi)  Except
          with respect to approximately 51.05% of the Mortgage Loans by aggregate
          principal balance as of the Cut-off Date, which are balloon loans and
          approximately 11.98% of the Mortgage Loans by aggregate principal balance
          as of
          the Cut-off Date, which are interest only loans, each Mortgage Note is
          payable
          on the first day of each month in equal monthly installments of principal
          and
          interest (subject to adjustment in the case of the adjustable rate Mortgage
          Loans), with interest calculated on a 30/360 basis and payable in arrears,
          sufficient to amortize the Mortgage Loan fully by the stated maturity date
          over
          an original term from commencement of amortization to not more than thirty
          (30)
          years. No Mortgage Loan permits negative amortization;

        


        (xvii)  The
          servicing practices used in connection with the servicing of the Mortgage
          Loans
          have been in all respects reasonable and customary in the mortgage servicing
          industry of like mortgage loan servicers, servicing mortgage loans similar
          to
          the Mortgage Loans in the same jurisdiction as the Mortgaged
          Property;

        


        (xviii)  To
          the
          best of the Seller’s knowledge, there is no proceeding pending for the total or
          partial condemnation of the Mortgaged Property;

        


        (xix)  The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee’s sale, and (b) otherwise by judicial
          foreclosure;

        


        (xx)  The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the related Mortgage referred to in subsection (x) above;

        


        (xxi)  In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Seller to the trustee under the deed of trust, except in
          connection with a trustee’s sale after default by the Mortgagor;

        


        (xxii)  The
          Mortgage Loan is not subject to any valid right of rescission, set-off,
          counterclaim or defense, including without limitation the defense of usury,
          nor
          will the operation of any of the terms of the Mortgage Note or the Mortgage,
          or
          the exercise of any right thereunder, render either the Mortgage Note or
          the
          Mortgage unenforceable, in whole or in part, or subject to any such right
          of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

        


        (xxiii)  The
          Mortgaged Property is free of material damage and in good repair, excepting
          therefrom any Mortgage Loan subject to an escrow withhold as shown on the
          Mortgage Loan Schedule;

        


        (xxiv)  All
          of
          the improvements which were included in determining the appraised value
          of the
          Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
          no improvements on adjoining properties encroach upon the Mortgaged Property,
          excepting therefrom: (i) any encroachment insured against in the lender’s title
          insurance policy identified in clause (xiii) above, (ii) any encroachment
          generally acceptable to mortgage loan originators doing business in the
          same
          jurisdiction as the Mortgaged Property, and (iii) any encroachment which
          does
          not materially interfere with the benefits of the security intended to
          be
          provided by such Mortgage;

        


        (xxv)  All
          parties to the Mortgage Note had the legal capacity to execute the Mortgage
          Note
          and the Mortgage, and the Mortgage Note and the Mortgage have been duly
          executed
          by such parties;

        


        (xxvi)  To
          the
          best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
          no appraised improvement located on or being part of the Mortgaged Property
          was
          in violation of any applicable zoning law or regulation and all inspections,
          licenses and certificates required in connection with the origination of
          any
          Mortgage Loan with respect to the occupancy of the Mortgaged Property,
          have been
          made or obtained from the appropriate authorities;

        


        (xxvii)  No
          Mortgagor has notified the Seller of any relief requested or allowed under
          the
          Servicemembers Civil Relief Act;

        


        (xxviii)  All
          parties which have held an interest in the Mortgage Loan are (or during
          the
          period in which they held and disposed of such interest, were) (1) in compliance
          with any and all applicable licensing requirements of the state wherein
          the
          Mortgaged Property is located, (2) organized under the laws of such state,
          (3)
          qualified to do business in such state, (4) a federal savings and loan
          association or national bank, (5) not doing business in such state, or
          (6)
          exempt from the applicable licensing requirements of such state;

        


        (xxix)  The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          made prior to the approval of the Mortgage Loan by a qualified appraiser,
          duly
          appointed by the related originator and was made in accordance with the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
          the
          Uniform Standards of Professional Appraisal Practice;

        


        (xxx)  Except
          as
          may otherwise be limited by applicable law, the Mortgage contains an enforceable
          provision for the acceleration of the payment of the unpaid principal balance
          of
          the Mortgage Loan in the event that the Mortgaged Property is sold or
          transferred without the prior written consent of the Mortgagee
          thereunder;

        


        (xxxi)  The
          Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
          paid with
          funds deposited in a separate account established by the related originator,
          the
          Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
          than
          the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
          the Mortgage loan does not have a shared appreciation or other contingent
          interest feature;

        


        (xxxii)  To
          the
          best of the Seller’s knowledge there is no action or proceeding directly
          involving the Mortgaged Property presently pending in which compliance
          with any
          environmental law, rule or regulation is at issue and the Seller has received
          no
          notice of any condition at the Mortgaged Property which is reasonably likely
          to
          give rise to an action or proceeding in which compliance with any environmental
          law, rule or regulation is at issue;

        


        (xxxiii)  Each
          Mortgage Loan is an obligation which is principally secured by an interest
          in
          real property within the meaning of Treasury Regulation section 1.860G-2(a);
          

        


        (xxxiv)  Each
          Mortgage Loan is directly secured by a first or second lien on, and consists
          of
          a single parcel of, real property with a detached one-to-four family residence
          erected thereon, a townhouse or an individual condominium unit in a condominium
          project, or an individual unit in a planned unit development (“PUD”). No
          residence or dwelling is a leasehold, mobile home or a manufactured dwelling
          unless it is an Acceptable Manufactured Dwelling. An “Acceptable Manufactured
          Dwelling” is a manufactured dwelling, which is permanently affixed to a
          foundation and treated as “real estate” under applicable law. No Mortgaged
          Property is used for commercial purposes. Mortgaged Properties which contain
          a
          home office shall not be considered as being used for commercial purposes
          as
          long as the Mortgaged Property has not been altered for commercial purposes
          and
          is not storing any chemicals or raw materials other than those commonly
          used for
          homeowner repair, maintenance and/or household purposes;

        


        (xxxv)  The
          Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
          Rate Mortgage Loans is subject to adjustment at the time and in the amounts
          as
          are set forth in the related Mortgage Note; 

        


        (xxxvi)  Reserved;

        


        (xxxvii)  To
          the
          best of the Seller’s knowledge, the servicer for each Mortgage Loan has
          accurately and fully reported its borrower credit files to each of the
          credit
          repositories in a timely manner;

        


        (xxxviii)  No
          Mortgage Loan is subject to the Home Ownership and Equity Protection Act
          of 1994
          (“HOEPA”) or any comparable law and no Mortgage Loan is classified and/or
          defined as a “high cost”, “covered”, (excluding home loans defined as “covered
          home loans” in the New Jersey Home Ownership Security Act of 2002 that were
          originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other federal, state or local law or regulation or
          ordinance (or a similarly classified loan using different terminology under
          a
          law imposing heightened regulatory scrutiny or additional legal liability
          for
          residential mortgage loans having high interest rates, points and/or
          fees);

        


        (xxxix)   No
          Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
          a manner so as to affect adversely the interests of the Purchaser;

        


        (xl)  Each
          Mortgage File contains a full appraisal on form 1004 or 2055 with an interior
          inspection (or the equivalent form for two-to four-family and investor
          properties), or on a similar alternate form which includes substantially
          similar
          information to that required such forms, as applicable;

        


        (xli)  Each
          Mortgage Loan is and will be a mortgage loan arising out of the originator’s
          practice in accordance with the originator’s underwriting
          guidelines;

        


        (xlii)  As
          of the
          Closing Date, the Seller has no knowledge of any fact that should lead
          it to
          expect that the Mortgage Loan will not be paid in full when due;

        


        (xliii)  No
          Mortgage Loan is a “high cost loan” or a “covered loan”, as applicable (as such
          terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
          Glossary Revised, Appendix E;

        


        (xliv)  No
          Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
          is
          governed by the Georgia Fair Lending Act;

        


        (xlv)  The
          information set forth in the applicable part of the Mortgage Loan Schedule
          relating to the existence of a Prepayment Charge is complete, true and
          correct
          in all material respects at the date or dates on which such information
          is
          furnished respecting with such information is furnished, and each Prepayment
          Charge is permissible and enforceable in accordance with its terms upon
          the
          Mortgagor’s full and voluntary principal prepayment under applicable federal,
          state or local law, except to the extent that: (1) the enforceability thereof
          may be limited by bankruptcy, insolvency, moratorium, receivership and
          other
          similar laws relating to creditors’ rights; (2) the collectability thereof may
          be limited due to acceleration in connection with a foreclosure or other
          involuntary prepayment; or (3) subsequent changes in applicable law may
          limit or
          prohibit enforceability thereof;

        


        (xlvi)  With
          respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
          single-premium credit-life, credit disability, credit unemployment or credit
          property insurance policy in connection with the origination of such Group
          I
          Mortgage Loan;

        


        (xlvii)  With
          respect to any Group I Mortgage Loan originated on or after August 1, 2004,
          neither the related Mortgage nor the related Mortgage Note requires the
          Mortgagor to submit to arbitration to resolve any dispute arising out of
          or
          relating in any way to the Mortgage Loan transaction;

        


        (xlviii)  With
          respect to the Group I Mortgage Loans, the Mortgagor was not encouraged
          or
          required to select a mortgage loan product offered by such Mortgage Loan’s
          originator which is a higher cost product designed for less creditworthy
          borrowers, taking into account such facts as, without limitation, the Mortgage
          Loan’s requirements and the Mortgagor’s credit history, income, assets and
          liabilities and any such Mortgagor who sought financing through such
          originator’s higher-priced lending channel was directed towards or offered the
          such originator’s standard mortgage line if such Mortgagor qualified for one of
          the standard products;

        


        (xlix)  With
          respect to the Group I Mortgage Loans, the methodology used in underwriting
          the
          extension of credit for each Mortgage Loan did not rely solely on the extent
          of
          the Mortgagor’s equity in the collateral as the principal determining factor in
          approving such extension of credit. The methodology employed objective
          criteria
          such as the Mortgagor’s income, assets and liabilities, to the proposed mortgage
          payment and, based on such methodology, the Group I Mortgage Loan’s originator
          made a reasonable determination that at the time of origination the Mortgagor
          had the ability to make timely payments on such Group I Mortgage
          Loan;

        


        (l)  With
          respect to Group I Mortgage Loans, no Mortgagor 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 are paid to the lender or a third
          party; and (y) exclude bona fide discount points, fees paid for actual
          services
          rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
          surveys, title examinations and extracts, flood and tax certifications,
          and home
          inspections); the cost of mortgage insurance or credit-risk price adjustments;
          the costs of title, hazard, and flood insurance policies; state and local
          transfer taxes or fees; escrow deposits for the future payment of taxes
          and
          insurance premiums; and other miscellaneous fees and charges, which
          miscellaneous fees and charges, in total, do not exceed 0.25 percent of
          the loan
          amount;

        


        (li)  All
          fees
          and charges (including finance charges) and whether or not financed, assessed,
          collected or to be collected in connection with the origination and servicing
          of
          each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
          with applicable state and federal law and regulation;

        


        (lii)  No
          Mortgage Loan contains a provision whereby the Mortgagor can convert an
          Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

        


        (liii)  With
          respect to any Mortgage Loan that is secured by a second lien on the related
          Mortgaged Property, either (i) no consent for the Mortgage Loan is required
          by
          the holder of any related senior lien or (ii) such consent has been obtained
          and
          is contained in the Mortgage File;

        


        (liv)  With
          respect to a Mortgage Loan which is a second lien, as of the date hereof,
          the
          Seller has not received a notice of default of a senior lien on the related
          Mortgaged Property which has not been cured;

        


        (lv)  With
          respect to any Group I Mortgage Loan that contains a provision permitting
          imposition of a penalty upon a prepayment prior to maturity: (i) the Mortgage
          Loan provides some benefit to the Mortgagor (e.g. a rate or fee reduction)
          in
          exchange for accepting such prepayment penalty, (ii) such Mortgage Loan’s
          originator had a written policy of offering the Mortgagor, or requiring
          third-party brokers to offer the Mortgagor the option of obtaining a mortgage
          loan that did not require payment of such a prepayment penalty, (iii) the
          prepayment penalty was adequately disclosed to the Mortgagor pursuant to
          applicable state and federal law, (iv) no Group I Mortgage Loan originated
          on or
          after October 1, 2002 will provide for a prepayment penalty for a term
          in excess
          of three years and any Group I Mortgage Loan originated prior to such date
          will
          not provide for prepayment penalties for a term in excess of five years;
          in each
          case unless such Mortgage Loan was modified to reduce the prepayment period
          to
          no more than three years from the date of the Mortgage Note and the Mortgagor
          was notified in writing of such reduction in prepayment period, and (v)
          such
          prepayment penalty shall not be imposed in any instance where the mortgage
          debt
          is accelerated or paid off in connection with the workout of a delinquent
          Group
          I Mortgage Loan due to the Mortgagor’s default notwithstanding that the terms of
          such Group I Mortgage Loan or state or federal law might permit the imposition
          of such penalty;

        


        (lvi)  The
          Servicer for each Group I Mortgage Loan has fully furnished, 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;

        


        (lvii)  With
          respect to any Group I Mortgage Loan, the related residential dwelling
          is not a
          manufactured housing unit;

        


        (lviii)  The
          original principal balance of each Group I Mortgage Loan which is secured
          by a
          first lien on the related Mortgaged Property is within Freddie Mac’s dollar
          amount limits for conforming one to four family mortgage loans;

        


        (lix)  With
          respect to Group I Mortgage Loans, no Mortgage Loan originated on or after
          January 1, 2005, which is a “high cost home loan” as defined under the Indiana
          Home Loan Practices Act (I.C. 24-9);

        


        (lx)  With
          respect to a Group I Mortgage Loan which is secured by a second lien, (a)
          such
          Mortgage Loan is secured by a one- to four-family residence that is the
          principal residence of the Mortgagor, (b) the origination amount Mortgage
          Loan
          did not exceed one-half of the one-unit limitation set forth by Freddie
          Mac for
          first lien mortgage loans, and (c) the original principal balance for the
          first
          lien plus the original principal balance of the second lien Mortgage Loan
          do not
          exceed Freddie Mac’s applicable loan limits for first lien mortgage loans for
          properties of the same type as the related Mortgaged Property;

        


        (lxi)  No
          Group
          I Mortgage Loan was originated more than one year prior to the Closing
          Date;
          and

        


        (lxii)  No
          Group
          I Mortgage Loan has an “annual percentage rate” or “total points and fees”
payable by the borrower (as each such term is defined under HOEPA) that
          equal or
          exceed the applicable thresholds defined under HOEPA (Section 32 of Regulation
          Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)).

        


        SECTION
          9.  Repurchase
          Obligation for Defective Documentation and for Breach of Representation
          and
          Warranty.

        


        (a)  The
          representations and warranties contained in Section 8 shall not be impaired
          by
          any review and examination of loan files or other documents evidencing
          or
          relating to the Mortgage Loans or any failure on the part of the Seller
          or the
          Purchaser to review or examine such documents and shall inure to the benefit
          of
          any assignee, transferee or designee of the Purchaser, including the Trustee
          for
          the benefit of the Certificateholders. With respect to the representations
          and
          warranties contained herein as to which the Seller has no knowledge, if
          it is
          discovered that the substance of any such representation and warranty was
          inaccurate as of the date such representation and warranty was made or
          deemed to
          be made, and such inaccuracy materially and adversely affects the value
          of the
          related Mortgage Loan or the interest therein of the Purchaser or the
          Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
          knowledge by the Seller with respect to the substance of such representation
          and
          warranty being inaccurate at the time the representation and warranty was
          made,
          the Seller shall take such action described in the following paragraph
          in
          respect of such Mortgage Loan. Notwithstanding anything to the contrary
          contained herein, any breach of a representation or warranty contained
          in
          clauses (viii), (xxxviii), (xliii), (xliv), (xlvi), (xlvii), (xlviii),
          (xlix),
          (l), (lvi), (lvii), (lviii), (lix), (lx), (lxi) and/or (lxii) of Section
          8
          above, shall be automatically deemed to affect materially and adversely
          the
          interests of the Purchaser or the Purchaser’s assignee, transferee or designee.


        


        Upon
          discovery by the Seller, the Purchaser or any assignee, transferee or designee
          of the Purchaser of any materially defective document in, or that any material
          document was not transferred by the Seller (as listed on an exception report
          attached to the initial certification prepared by the Custodian, on behalf
          of
          the Trustee), or of a breach of any of the representations and warranties
          contained in Section 8 that materially and adversely affects the value
          of any
          Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
          assignee, transferee or designee, the party discovering such breach shall
          give
          prompt written notice to the Seller. Within 365 days of its discovery or
          its
          receipt of notice of any such missing documentation that was not transferred
          by
          the Seller as described above, or of materially defective documentation,
          or
          within 120 days of any such breach of a representation and warranty, the
          Seller
          promptly shall deliver such missing document or cure such defect or breach
          in
          all material respects or, in the event the Seller cannot deliver such missing
          document or cannot cure such defect or breach, the Seller shall, within
          365 days
          of its discovery or receipt of notice of any such missing or materially
          defective documentation or within 120 days of any such breach of a
          representation and warranty, either (i) repurchase the affected Mortgage
          Loan at
          the Purchase Price (as such term is defined in the Pooling and Servicing
          Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
          Agreement, cause the removal of such Mortgage Loan from the Trust Fund
          and
          substitute one or more Replacement Mortgage Loans. The Seller shall amend
          the
          Closing Schedule to reflect the withdrawal of such Mortgage Loan from the
          terms
          of this Agreement and the Pooling and Servicing Agreement. The Seller shall
          deliver to the Purchaser such amended Closing Schedule and shall deliver
          such
          other documents as are required by this Agreement or the Pooling and Servicing
          Agreement within five (5) days of any such amendment. Any repurchase pursuant
          to
          this Section 9(a) shall be accomplished by transfer to an account designated
          by
          the Purchaser of the amount of the Purchase Price in accordance with Section
          2.03 of the Pooling and Servicing Agreement. Any repurchase required by
          this
          Section shall be made in a manner consistent with Section 2.03 of the Pooling
          and Servicing Agreement. 

        


        (b)  If
          the
          representation made by the Seller in Section 8(xlv) is breached, the Seller
          shall not have the right or obligation to cure, substitute or repurchase
          the
          affected Mortgage Loan but shall remit to the Servicer servicing such Mortgage
          Loan for deposit in the Collection Account, prior to the next succeeding
          Servicer Remittance Date, the amount of the Prepayment Charge indicated
          on the
          applicable part of the Mortgage Loan Schedule to be due from the Mortgagor
          in
          the circumstances less any amount collected and remitted to such Servicer
          for
          deposit into the Collection Account.

        


        (c)  It
          is
          understood and agreed that the obligations of the Seller set forth in this
          Section 9 to cure or repurchase a defective Mortgage Loan (and to make
          payments
          pursuant to Section 9(b)) constitute the sole remedies of the Purchaser
          against
          the Seller respecting a missing document or a breach of the representations
          and
          warranties contained in Section 8. 

        


        SECTION
          10.  Closing;
          Payment for the Mortgage Loans.The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood llp
          at 10:00
          a.m. New York City time on the Closing Date.

        


        The
          closing shall be subject to each of the following conditions:

        


        (a) All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

        


        (b) The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          Closing Documents as specified in Section 11 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

        


        (c) The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee, all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser pursuant to
          Section
          2.01 of the Pooling and Servicing Agreement; and

        


        (d) All
          other
          terms and conditions of this Agreement and the Pooling and Servicing Agreement
          shall have been complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement.

        


        SECTION
          11.  Closing
          Documents.
          Without
          limiting the generality of Section 10 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

        


        (a) An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and the Underwriters may rely with respect to certain facts regarding
          the sale of the Mortgage Loans by the Seller to the Purchaser;

        


        (b) An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and the Underwriters;

        


        (c) Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this Agreement;
          and

        


        (d) Such
          further information, certificates, opinions and documents as the Purchaser
          or
          the Underwriters may reasonably request.

        


        SECTION
          12.  Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all costs and
          expenses
          incurred in connection with the transfer and delivery of the Mortgage Loans,
          including without limitation, fees for title policy endorsements and
          continuations, the fees and expenses of the Seller’s accountants and attorneys,
          the costs and expenses incurred in connection with producing a Servicer’s loan
          loss, foreclosure and delinquency experience, and the costs and expenses
          incurred in connection with obtaining the documents referred to in Sections
          11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
          and delivering this Agreement, the Pooling and Servicing Agreement, the
          Certificates, the prospectus and prospectus supplement, and any private
          placement memorandum relating to the Certificates and other related documents,
          the initial fees, costs and expenses of the Trustee and its counsel, the
          fees
          and expenses of the Purchaser’s counsel in connection with the preparation of
          all documents relating to the securitization of the Mortgage Loans, the
          filing
          fee charged by the Securities and Exchange Commission for registration
          of the
          Certificates and the fees charged by any rating agency to rate the Certificates.
          The Seller shall pay all costs and expenses related to recording the Assignments
          of Mortgage. All other costs and expenses in connection with the transactions
          contemplated hereunder shall be borne by the party incurring such
          expense.

        


        SECTION
          13.  Mandatory
          Delivery; Grant of Security Interest.
          The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Mortgage Loan Schedule in accordance with the terms and conditions of this
          Agreement is mandatory. It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
          grants to the Purchaser a lien on and a continuing security interest in
          the
          Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 3 hereof. Any
          Mortgage
          Loans rejected by the Purchaser shall concurrently therewith be released
          from
          the security interest created hereby. All rights and remedies of the Purchaser
          under this Agreement are distinct from, and cumulative with, any other
          rights or
          remedies under this Agreement or afforded by law or equity and all such
          rights
          and remedies may be exercised concurrently, independently or
          successively.

        


        Notwithstanding
          the foregoing, if on the Closing Date, each of the conditions set forth
          in
          Section 10 hereof shall have been satisfied and the Purchaser shall not
          have
          paid or caused to be paid the Purchase Price, or any such condition shall
          not
          have been waived or satisfied and the Purchaser determines not to pay or
          cause
          to be paid the Purchase Price, the Purchaser shall immediately effect the
          redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
          and
          the security interest created by this Section 13 shall be deemed to have
          been
          released.

        


        SECTION
          14.  Notices.
          All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by fax and, receipt of
          which is
          confirmed by telephone, if to the Purchaser, addressed to the Purchaser
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
          (NHEL
          2007-2), or such other address as may hereafter be furnished to the Seller
          in
          writing by the Purchaser; and if to the Seller, addressed to the Seller
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-9680, Attention: Brett Marvin,
          or to
          such other address as the Seller may designate in writing to the
          Purchaser.

        


        SECTION
          15.  Severability
          of Provisions.
          Any
          part, provision, representation or warranty of this Agreement that is prohibited
          or that is held to be void or unenforceable shall be ineffective to the
          extent
          of such prohibition or unenforceability without invalidating the remaining
          provisions hereof. Any part, provision, representation or warranty of this
          Agreement that is prohibited or unenforceable or is held to be void or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof.

        


        SECTION
          16.  Agreement
          of Parties.
          The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

        


        SECTION
          17.  Survival.
          The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

        


        SECTION
          18. GOVERNING
          LAW.
          THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
          OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW YORK.
          THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
          NEW YORK
          GENERAL OBLIGATIONS LAW SHALL GOVERN.

        


        SECTION
          19.  Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument. This Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective
          successors and assigns. This Agreement supersedes all prior agreements
          and
          understandings relating to the subject matter hereof. Neither this Agreement
          nor
          any term hereof may be changed, waived, discharged or terminated orally,
          but
          only by an instrument in writing signed by the party against whom enforcement
          of
          the change, waiver, discharge or termination is sought. The headings in
          this
          Agreement are for purposes of reference only and shall not limit or otherwise
          affect the meaning hereof.

        


        It
          is the
          express intent of the parties hereto that the conveyance of the Mortgage
          Loans
          by the Seller to the Purchaser as provided in Section 4 hereof be, and
          be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (1) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (2) the
          conveyance provided for in Section 4 hereof shall be deemed to be a grant
          by the
          Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (3) the possession by the Purchaser or its agent of
          Mortgage
          Notes, the related Mortgages and such other items of property that constitute
          instruments, money, negotiable documents or chattel paper shall be deemed
          to be
“possession by the secured party” for purposes of perfecting the security
          interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
          and
          (4) notifications to persons holding such property and acknowledgments,
          receipts
          or confirmations from persons holding such property shall be deemed
          notifications to, or acknowledgments, receipts or confirmations from, financial
          intermediaries, bailees or agents (as applicable) of the Purchaser for
          the
          purpose of perfecting such security interest under applicable law. Any
          assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
          shall also be deemed to be an assignment of any security interest created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

        


        


        


        [Signature
          page to follow]

        

          

          
            *
              Please
              contact Nomura Credit & Capital, Inc. for pricing
              information.

          

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        


        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the
          date
          first above written.

         

        
          	 	 	 
	 	NOMURA
                  CREDIT
                  & CAPITAL, INC.
	 
 	 
 	 
 
	
                	By:  	/s/ Timothy
                  P.F. Crowley 
	 	Name:   	
                  
Timothy
                  P.F. Crowley 
	 	Title: 	Vice
                  President



          	 	 	 
	 	NOMURA
                  HOME EQUITY
                  LOAN, INC.
	 
 	 
 	 
 
	
                	By:  	/s/ John
                  P.
                  Graham
	 	Name:   	
                  
John
                  P. Graham
	 	Title: 	Managing
                  Director


        

         

        EXHIBIT
          1

        


        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser
          or its
          designee, and which shall be delivered to the Purchaser or its designee
          pursuant
          to the terms of the Agreement.

         

        (a)  the
          original Mortgage Note (including all riders thereto) bearing all intervening
          endorsements necessary to show a complete chain of endorsements from the
          original payee, endorsed in blank, via
          original signature,
          and, if
          previously endorsed, signed in the name of the last endorsee by a duly
          qualified
          officer of the last endorsee. If
          the
          Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
          must be by “[name of last endorsee], successor by merger to [name of
          predecessor]”. If the Mortgage Loan was acquired or originated by the last
          endorsee while doing business under another name, the endorsement must
          be by
“[name of last endorsee], formerly known as [previous name]”;

         

        (b)  the
          original Assignment of Mortgage executed in blank;

         

        (c)  the
          original of any guarantee executed in connection with the Mortgage Note,
          if
          any;

         

        (d)  the
          original Mortgage (including all riders thereto) with evidence of recording
          thereon and the original recorded power of attorney, if the Mortgage was
          executed pursuant to a power of attorney, with evidence of recording thereon,
          and in the case of each MOM Loan, the original Mortgage, noting the presence
          of
          the MIN of the Mortgage Loan and either language indicating that the Mortgage
          Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
          the original Mortgage and the assignment thereof to MERS®, with evidence of
          recording indicated thereon; or, if the original Mortgage with evidence
          of
          recording thereon has not been returned by the public recording office
          where
          such Mortgage has been delivered for recordation or such Mortgage has been
          lost
          or such public recording office retains the original recorded Mortgage,
          a
          photocopy of such Mortgage, together with (i) in the case of a delay caused
          by
          the public recording office, an Officer’s Certificate of the title insurer
          insuring the Mortgage, the escrow agent, the seller or the Servicer servicing
          such Mortgage Loan stating that such Mortgage has been delivered to the
          appropriate public recording office for recordation and that the original
          recorded Mortgage or a copy of such Mortgage certified by such public recording
          office to be a true and complete copy of the original recorded Mortgage
          will be
          promptly delivered to the Custodian upon receipt thereof by the party delivering
          the Officer’s Certificate or by such Servicer; or (ii) in the case of a Mortgage
          where a public recording office retains the original recorded Mortgage
          or in the
          case where a Mortgage is lost after recordation in a public recording office,
          a
          copy of such Mortgage with the recording information thereon certified
          by such
          public recording office to be a true and complete copy of the original
          recorded
          Mortgage;

         

        (e)  the
          originals of all assumption, modification, consolidation or extension
          agreements, with evidence of recording thereon, if any;

         

        (f)  the
          originals of any intervening assignments of mortgage with evidence of recording
          thereon evidencing a complete chain of ownership from the originator of
          the
          Mortgage Loan to the last assignee, or if any such intervening assignment
          of
          mortgage has not been returned from the applicable public recording office
          or
          has been lost or if such public recording office retains the original recorded
          intervening assignments of mortgage, a photocopy of such intervening assignment
          of mortgage, together with (i) in the case of a delay caused by the public
          recording office, an Officer’s Certificate of the title insurer insuring the
          Mortgage, the escrow agent, the seller or the Servicer servicing such Mortgage
          Loan stating that such intervening assignment of mortgage has been delivered
          to
          the appropriate public recording office for recordation and that such original
          recorded intervening assignment of mortgage or a copy of such intervening
          assignment of mortgage certified by the appropriate public recording office
          to
          be a true and complete copy of the original recorded intervening assignment
          of
          mortgage will be promptly delivered to the Custodian upon receipt thereof
          by the
          party delivering the Officer’s Certificate or by such Servicer; or (ii) in the
          case of an intervening assignment of mortgage where a public recording
          office
          retains the original recorded intervening assignment of mortgage or in
          the case
          where an intervening assignment of mortgage is lost after recordation in
          a
          public recording office, a copy of such intervening assignment of mortgage
          with
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded intervening assignment
          of
          mortgage;

         

        (g)  if
          the
          Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
          document has been signed by a Person on behalf of the Mortgagor, the original
          power of attorney or other instrument that authorized and empowered such
          Person
          to sign;

         

        (h)  the
          original lender’s title insurance policy in the form of an ALTA mortgage title
          insurance policy
          or,
          if the
          original lender’s title insurance policy has not been issued, the irrevocable
          commitment to issue the same; and

         

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

        
 

        EXHIBIT
          2

        FORM
          OF LOST NOTE AFFIDAVIT

        


        Loan
          #:
 

        Borrower:
           

        


        LOST
          NOTE
          AFFIDAVIT

        


        


        I,
          as
          _____________________ of ____________________, a _______________ am authorized
          to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
          ______________________, a _______________ [corporation] as Seller on behalf
          of
          ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

        


        1. The
          Seller’s address is:   __________________________

        __________________________

        __________________________   

        


        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

        


        3. Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by __________________, a _________________ pursuant to the terms
          and
          provisions of a Mortgage Loan Purchase Agreement dated as of January 31,
          2007;

        


        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

        


        5. Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

        


        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

        


        7. The
          Seller was the Seller of the Original at the time of the loss; and

        


        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession, custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

        


        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.

         

        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that purchased a mortgage loan evidenced by the Lost Note or any interest
          in
          such mortgage loan, (iii) any claim of any borrower with respect to the
          existence of terms of a mortgage loan evidenced by the Lost Note on the
          related
          property to the fact that the mortgage loan is not evidenced by an original
          note
          and (iv) the issuance of a new instrument in lieu thereof (items (i) through
          (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
          Rating Agency in connection with placing such Lost Note into a Pass-Through
          Transfer, shall obtain a surety from an insurer acceptable to the applicable
          Rating Agency to cover any Losses with respect to such Lost Note.

        


        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. Nomura Credit & Capital, Inc., represents and warrants that is has
          the authority to perform its obligations under this Affidavit of Lost
          Note.

        


        Executed
          this _ day of _______, 200_.

        
 

        By:__________________________

        Name:

        Title:


        


        On
          this
          __ day of ______, 200_, before me appeared ______________________ to me
          personally known, who being duly sworn did say that he is the
          _______________________ of ____________________, a ______________________
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said entity.

        


        Signature:

        


        [Seal]



      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

       

      EXHIBIT
        D

       

      FORM
        OF
        TRANSFER AFFIDAVIT AND AGREEMENT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      ___________________________
        being duly sworn, deposes, represents and warrants as follows:

       

      
        	 	
                1.

              	
                I
                  am a _____________________ of _______________________________ (the
                  “Investor”) a corporation duly organized and existing under the laws of
                  _________________________, the record owner of Nomura Home Equity
                  Loan,
                  Inc., Home Equity Loan Trust, Series 2007-2 Asset-Backed Certificates,
                  Class R[-X] Certificates (the “Class R[-X] Certificates”), on behalf of
                  whom I make this affidavit and agreement. Capitalized terms used
                  but not
                  defined herein have the respective meanings assigned thereto in
                  the
                  Pooling and Servicing Agreement pursuant to which the Class R[-X]
                  Certificates were issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Investor (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Class R[-X]
                  Certificates for its own account or for the account of another
                  Investor
                  from which it has received an affidavit in substantially the same
                  form as
                  this affidavit. A “Permitted Transferee” is any person other than a
                  “disqualified organization” or a possession of the United States. For this
                  purpose, a “disqualified organization” means the United States, any state
                  or political subdivision thereof, any agency or instrumentality
                  of any of
                  the foregoing (other than an instrumentality all of the activities
                  of
                  which are subject to tax and, except for the Federal Home Loan
                  Mortgage
                  Corporation, a majority of whose board of directors is not selected
                  by any
                  such governmental entity) or any foreign government, international
                  organization or any agency or instrumentality of such foreign government
                  or organization, any real electric or telephone cooperative, or
                  any
                  organization (other than certain farmers’ cooperatives) that is generally
                  exempt from federal income tax unless such organization is subject
                  to the
                  tax on unrelated business taxable
                  income.

              


      

       

      
        	 	
                3.

              	
                The
                  Investor is aware (i) of the tax that would be imposed on transfers
                  of the
                  Class R[-X] Certificates to disqualified organizations under the
                  Internal
                  Revenue Code of 1986 that applies to all transfers of the Class
                  R[-X]
                  Certificates after July 31, 1988; (ii) that such tax would be on
                  the
                  transferor or, if such transfer is through an agent (which person
                  includes
                  a broker, nominee or middleman) for a non-Permitted Transferee,
                  on the
                  agent; (iii) that the person otherwise liable for the tax shall
                  be
                  relieved of liability for the tax if the transferee furnishes to
                  such
                  person an affidavit that the transferee is a Permitted Transferee
                  and, at
                  the time of transfer, such person does not have actual knowledge
                  that the
                  affidavit is false; and (iv) that each of the Class R[-X] Certificates
                  may
                  be a “noneconomic residual interest” within the meaning of proposed
                  Treasury regulations promulgated under the Code and that the transferor
                  of
                  a “noneconomic residual interest” will remain liable for any taxes due
                  with respect to the income on such residual interest, unless no
                  significant purpose of the transfer is to impede the assessment
                  or
                  collection of tax.

              


      

       

      
        	 	
                4.

              	
                The
                  Investor is aware of the tax imposed on a “pass-through entity” holding
                  the Class R[-X] Certificates if, at any time during the taxable
                  year of
                  the pass-through entity, a non-Permitted Transferee is the record
                  holder
                  of an interest in such entity. (For this purpose, a “pass-through entity”
                  includes a regulated investment company, a real estate investment
                  trust or
                  common trust fund, a partnership, trust or estate, and certain
                  cooperatives.)

              


      

       

      
        	 	
                5.

              	
                The
                  Investor is aware that the Securities Administrator will not register
                  the
                  transfer of any Class R[-X] Certificate unless the transferee,
                  or the
                  transferee’s agent, delivers to the Securities Administrator, among other
                  things, an affidavit in substantially the same form as this affidavit.
                  The
                  Investor expressly agrees that it will not consummate any such
                  transfer if
                  it knows or believes that any of the representations contained
                  in such
                  affidavit and agreement are false.

              


      

       

      
        	 	
                6.

              	
                The
                  Investor consents to any additional restrictions or arrangements
                  that
                  shall be deemed necessary upon advice of counsel to constitute
                  a
                  reasonable arrangement to ensure that the Class R[-X] Certificates
                  will
                  only be owned, directly or indirectly, by an Investor that is a
                  Permitted
                  Transferee.

              


      

       

      
        	 	
                7.

              	
                The
                  Investor’s taxpayer identification number is
                  ________________.

              


      

       

      
        	 	
                8.

              	
                The
                  Investor has reviewed the restrictions set forth on the face of
                  the Class
                  R[-X] Certificates and the provisions of Section 6.02(d) of the
                  Pooling
                  and Servicing Agreement under which the Class R[-X] Certificates
                  were
                  issued (in particular, clauses (iii)(A) and (iii)(B) of Section
                  6.02(d)
                  which authorize the Securities Administrator to deliver payments
                  to a
                  person other than the Investor and negotiate a mandatory sale by
                  the
                  Securities Administrator in the event that the Investor holds such
                  Certificate in violation of Section 6.02(d)); and that the Investor
                  expressly agrees to be bound by and to comply with such restrictions
                  and
                  provisions.

              


      

       

      
        	 	
                9.

              	
                The
                  Investor is not acquiring and will not transfer the Class R[-X]
                  Certificates in order to impede the assessment or collection of
                  any
                  tax.

              


      

       

      
        	 	
                10.

              	
                The
                  Investor anticipates that it will, so long as it holds the Class
                  R[-X]
                  Certificates, have sufficient assets to pay any taxes owed by the
                  holder
                  of such Class R[-X] Certificates, and hereby represents to and
                  for the
                  benefit of the person from whom it acquired the Class R[-X] Certificates
                  that the Investor intends to pay taxes associated with holding
                  such Class
                  R[-X] Certificates as they become due, fully understanding that
                  it may
                  incur tax liabilities in excess of any cash flows generated by
                  the Class
                  R[-X] Certificates.

              


      

       

      
        	 	
                11.

              	
                The
                  Investor has no present knowledge that it may become insolvent
                  or subject
                  to a bankruptcy proceeding for so long as it holds the Class R[-X]
                  Certificates.

              


      

       

      
        	 	
                12.

              	
                The
                  Investor has no present knowledge or expectation that it will be
                  unable to
                  pay any United States taxes owed by it so long as any of the Certificates
                  remain outstanding.

              


      

       

      
        	 	
                13.

              	
                The
                  Investor is not acquiring the Class R[-X] Certificates with the
                  intent to
                  transfer the Class R[-X] Certificates to any person or entity that
                  will
                  not have sufficient assets to pay any taxes owed by the holder
                  of such
                  Class R[-X] Certificates, or that may become insolvent or subject
                  to a
                  bankruptcy proceeding, for so long as the Class R[-X] Certificates
                  remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  R[-X] Certificates, obtain from its transferee the representations
                  required by Section 6.02(d) of the Pooling and Servicing Agreement
                  under
                  which the Class R[-X] Certificate were issued and will not consummate
                  any
                  such transfer if it knows, or knows facts that should lead it to
                  believe,
                  that any such representations are
                  false.

              


      

       

      
        	 	
                15.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  R[-X] Certificates, deliver to the Securities Administrator an
                  affidavit,
                  which represents and warrants that it is not transferring the Class
                  R[-X]
                  Certificates to impede the assessment or collection of any tax
                  and that it
                  has no actual knowledge that the proposed transferee: (i) has insufficient
                  assets to pay any taxes owed by such transferee as holder of the
                  Class
                  R[-X] Certificates; (ii) may become insolvent or subject to a bankruptcy
                  proceeding for so long as the Class R[-X] Certificates remains
                  outstanding; and (iii) is not a “Permitted
                  Transferee”.

              


      

       

      
        	 	
                16.

              	
                The
                  Investor is a citizen or resident of the United States, a corporation,
                  partnership or other entity created or organized in, or under the
                  laws of,
                  the United States or any political subdivision thereof, or an estate
                  or
                  trust whose income from sources without the United States may be
                  included
                  in gross income for United States federal income tax purposes regardless
                  of its connection with the conduct of a trade or business within
                  the
                  United States.

              


      

       

      
        	 	
                17.

              	
                The
                  Investor of the Class R[-X] Certificate, hereby agrees that in
                  the event
                  that the Trust Fund created by the Pooling and Servicing Agreement
                  is
                  terminated pursuant to Section 10.01 thereof, the undersigned shall
                  assign
                  and transfer to the Holders of the Class X and the Class P Certificates
                  any amounts in excess of par received in connection with such termination.
                  Accordingly, in the event of such termination, the Securities
                  Administrator is hereby authorized to withhold any such amounts
                  in excess
                  of par and to pay such amounts directly to the Holders of the Class
                  X and
                  the Class P Certificates. This agreement shall bind and be enforceable
                  against any successor, transferee or assigned of the undersigned
                  in the
                  Class R[-X] Certificate. In connection with any transfer of the
                  Class
                  R[-X] Certificate, the Investor shall obtain an agreement substantially
                  similar to this clause from any subsequent
                  owner.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        _________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

       

      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named __________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______________ day of __________, ____.

       

      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      _________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1.     
         I
        am
        a ____________________
        of _________________________ (the “Investor”), a corporation duly organized and
        existing under the laws of _____________, on behalf of whom I make this
        affidavit.

       

      2.       The
        Investor is not transferring the Class R[-X] Certificates (the “Residual
        Certificates”) to impede the assessment or collection of any tax.

       

      3.       The
        Investor has no actual knowledge that the Person that is the proposed transferee
        (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to
        pay any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4.       The
        Investor understands that the Purchaser has delivered to the Securities
        Administrator a transfer affidavit and agreement in the form attached to
        the
        Pooling and Servicing Agreement as Exhibit D. The Investor does not know
        or
        believe that any representation contained therein is false.

       

      5.       At
        the
        time of transfer, the Investor has conducted a reasonable investigation of
        the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
        has determined that the Purchaser has historically paid its debts as they
        became
        due and has found no significant evidence to indicate that the Purchaser
        will
        not continue to pay its debts as they become due in the future. The Investor
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Investor may continue to be liable
        for United States income taxes associated therewith) unless the Investor
        has
        conducted such an investigation.

       

      6.       Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement dated as of January 1, 2007, among Nomura
        Home Equity Loan, Inc., Nomura Credit & Capital, Inc., Ocwen Loan Servicing,
        LLC, Equity One, Inc., Select Portfolio Servicing, Inc., Wells Fargo Bank,
        N.A.
        and HSBC Bank USA, National Association.

       


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        ________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

       

      ATTEST:

      


      


      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______ day of _____________, ____.

       

      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      ______________,
        2007

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2007-2

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc. 

                Asset-Backed
                  Certificates, Series 2007-2, Class [B-1]
                  [X][P][R][R-X]

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
        Certificates, Series 2007-2, Class _____ (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of January 1, 2007, among Nomura Home Equity Loan, Inc., as depositor
        (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen
        Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Select
        Portfolio Servicing, LLC, as a servicer, Wells
        Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”). The Sponsor hereby certifies,
        represents and warrants to, a covenants with, the Depositor, the Securities
        Administrator and the Trustee that:

       

      Neither
        the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Sponsor will not act
        in any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Sponsor has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              
	 	 	 	 	 	 	 	
                (Sponsor)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        F

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

       

      ___________,
        2006

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2007-2

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2007-2

              


      

       

      Ladies
        and Gentlemen:

       

      _______________
        (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
        $_________ Initial Certificate Principal Balance of Asset-Backed Certificates,
        Series 2007-2, Class [B-1][X][P][R][R-X] (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of January 1, 2007, among Nomura Home Equity Loan, Inc., as depositor
        (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen Loan
        Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Select Portfolio
        Servicing, LLC, as a servicer, Wells Fargo Bank, N.A., as master servicer
        (the
“Master Servicer”) and securities administrator (the “Securities Administrator”)
        and HSBC Bank USA, National Association, as trustee (the “Trustee”). All terms
        used herein and not otherwise defined shall have the meanings set forth in
        the
        Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
        and
        warrants to, and covenants with, the Depositor, the Securities Administrator
        and
        the Trustee that:

       

      
        	 	
                1.

              	
                The
                  Purchaser understands that (a) the Certificates have not been and
                  will not
                  be registered or qualified under the Securities Act of 1933, as
                  amended
                  (the “Act”) or any state securities law, (b) the Depositor is not required
                  to so register or qualify the Certificates, (c) the Certificates
                  may be
                  resold only if registered and qualified pursuant to the provisions
                  of the
                  Act or any state securities law, or if an exemption from such registration
                  and qualification is available, (d) the Pooling and Servicing Agreement
                  contains restrictions regarding the transfer of the Certificates
                  and (e)
                  the Certificates will bear a legend to the foregoing
                  effect.

              
	 	 	 
	 	
                2.

              	
                The
                  Purchaser is acquiring the Certificates for its own account for
                  investment
                  only and not with a view to or for sale in connection with any
                  distribution thereof in any manner that would violate the Act or
                  any
                  applicable state securities laws.

              
	 	 	 
	 	
                3.

              	
                The
                  Purchaser is (a) a substantial, sophisticated institutional investor
                  having such knowledge and experience in financial and business
                  matters,
                  and, in particular, in such matters related to securities similar
                  to the
                  Certificates, such that it is capable of evaluating the merits
                  and risks
                  of investment in the Certificates, (b) able to bear the economic
                  risks of
                  such an investment and (c) an “accredited investor” within the meaning of
                  Rule 501 (a) promulgated pursuant to the Act.

              
	 	 	 
	 	
                4.

              	
                The
                  Purchaser has been furnished with, and has had an opportunity to
                  review
                  (a) a copy of the Pooling and Servicing Agreement and (b) such
                  other
                  information concerning the Certificates, the Mortgage Loans and
                  the
                  Depositor as has been requested by the Purchaser from the Depositor
                  or the
                  Sponsor and is relevant to the Purchaser’s decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review
                  answered by the Depositor or the Sponsor to the satisfaction of
                  the
                  Purchaser.

              
	 	 	 
	 	
                5.

              	
                The
                  Purchaser has not and will not nor has it authorized or will it
                  authorize
                  any person to (a) offer, pledge, sell, dispose of or otherwise
                  transfer
                  any Certificate, any interest in any Certificate or any other similar
                  security to any person in any manner, (b) solicit any offer to
                  buy or to
                  accept a pledge, disposition of other transfer of any Certificate,
                  any
                  interest in any Certificate or any other similar security from
                  any person
                  in any manner, (c) otherwise approach or negotiate with respect
                  to any
                  Certificate, any interest in any Certificate or any other similar
                  security
                  with any person in any manner, (d) make any general solicitation
                  by means
                  of general advertising or in any other manner or (e) take any other
                  action, that (as to any of (a) through (e) above) would constitute
                  a
                  distribution of any Certificate under the Act, that would render
                  the
                  disposition of any Certificate a violation of Section 5 of the
                  Act or any
                  state securities law, or that would require registration or qualification
                  pursuant thereto. The Purchaser will not sell or otherwise transfer
                  any of
                  the Certificates, except in compliance with the provisions of the
                  Pooling
                  and Servicing Agreement.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                (Purchaser)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

       

      EXHIBIT
        G

       

      FORM
        OF
        RULE 144A INVESTMENT LETTER

       

      [Date]

      Nomura
        Credit & Capital, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2007-2 (the “Certificates”), including the Class
                  [B-1][X][P][R][R-X] Certificates (the “Private
                  Certificates”)

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Private Certificates, we confirm
        that:

       

      
        	 	
                (i)

              	
                we
                  understand that the Private Certificates are not being registered
                  under
                  the Securities Act of 1933, as amended (the “Act”) or any applicable state
                  securities or “Blue Sky” laws, and are being sold to us in a transaction
                  that is exempt from the registration requirements of such
                  laws;

              
	 	 	 
	 	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Private
                  Certificates, the trust in which the Certificates represent the
                  entire
                  beneficial ownership interest (the “Trust”) or any other matter we deemed
                  relevant to our decision to purchase Private Certificates has been
                  made
                  available to us;

              
	 	 	 
	 	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Private Certificates;
                  we are an institutional “accredited investor” as defined in Section 501(a)
                  of Regulation D promulgated under the Act and a sophisticated
                  institutional investor and we agree to obtain a representation
                  from any
                  transferee that such transferee is an institutional “accredited investor”
                  so long as we are required to obtain a representation letter regarding
                  compliance with the Act;

              
	 	 	 
	 	
                (iv)

              	
                we
                  are acquiring Private Certificates for our own account, not as
                  nominee for
                  any other person, and not with a present view to any distribution
                  or other
                  disposition of the Private Certificates;

              
	 	 	 
	 	
                (v)

              	
                we
                  agree the Private Certificates must be held indefinitely by us
                  (and may
                  not be sold, pledged, hypothecated or in any way disposed of) unless
                  subsequently registered under the Act and any applicable state
                  securities
                  or “Blue Sky” laws or an exemption from the registration requirements of
                  the Act and any applicable state securities or “Blue Sky” laws is
                  available;

              
	 	 	 
	 	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Private Certificates (such disposition or exchange
                  not
                  being currently foreseen or contemplated), we will not transfer
                  or
                  exchange any of the Private Certificates unless:

              
	 	 	 
	 	 	
                (A)
                  (1) the sale is to an Eligible Purchaser (as defined below), (2)
                  if
                  required by the Pooling and Servicing Agreement (as defined below)
                  a
                  letter to substantially the same effect as either this letter or,
                  if the
                  Eligible Purchaser is a Qualified Institutional Buyer as defined
                  under
                  Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                  in the
                  form attached to the Pooling and Servicing Agreement (as defined
                  below)
                  (or such other documentation as may be acceptable to the Securities
                  Administrator) is executed promptly by the purchaser and delivered
                  to the
                  addressees hereof and (3) all offers or solicitations in connection
                  with
                  the sale, whether directly or through any agent acting on our behalf,
                  are
                  limited only to Eligible Purchasers and are not made by means of
                  any form
                  of general solicitation or general advertising whatsoever;
                  and

              
	 	 	 
	 	 	
                (B) if
                  the Private Certificate is not registered under the Act (as to
                  which we
                  acknowledge you have no obligation), the Private Certificate is
                  sold in a
                  transaction that does not require registration under the Act and
                  any
                  applicable state securities or “Blue Sky” laws and, if the Securities
                  Administrator or HSBC Bank USA, National Association, as trustee
                  (the
                  “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                  such effect, which Opinion of Counsel shall be an expense of the
                  transferor or the transferee;

              
	 	 	 
	 	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing Agreement,
                  pursuant
                  to which the Trust was formed; we have reviewed carefully and understand
                  the terms of the Pooling and Servicing Agreement;

              
	 	 	 
	 	
                (viii)

              	
                we
                  either: (i) are not acquiring the Private Certificate directly
                  or
                  indirectly by, or on behalf of, an employee benefit plan or other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of a
                  Class B Certificate, are making or are deemed to make the representations
                  set forth in Section 6.02(b) of the Agreement, or (iii) in the
                  case of a
                  Class X, Class P, Class R or Class R-X Certificate, are providing
                  the
                  opinion of counsel specified in Section 6.02(b) of the
                  Agreement.

              
	 	 	 
	 	
                (ix)

              	
                we
                  understand that each of the Class [X][P][R][R-X] Certificates bears,
                  and
                  will continue to bear, legends substantially to the following effect:
                  “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
                  THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
                  STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
                  OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
                  AND OTHER
                  APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                  OF A
                  QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                  RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                  (2)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
                  UNDER THE
                  SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                  “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                  501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
                  ENTITY IN
                  WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                  NOT
                  FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
                  (A) THE
                  RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                  IN THE
                  FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                  ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                  ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
                  IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                  IN EACH
                  CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                  STATES AND ANY OTHER APPLICABLE JURISDICTION.

              
	 	 	 
	 	 	
                [FOR
                  CLASS B-1 CERTIFICATES] ANY TRANSFEREE OF THIS CERTIFICATE SHALL
                  MAKE OR
                  BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(b)
                  OF THE
                  AGREEMENT.

              
	 	 	 
	 	 	
                [FOR
                  CLASS X, CLASS P, Class R AND CLASS R-X CERTIFICATES] NO TRANSFER
                  OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                  PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT
                  

              


      

      


      “Eligible
        Purchaser”
means
        a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of January 1, 2007, among Nomura Home Equity
        Loan, Inc., as depositor, Nomura Credit & Capital, Inc., as sponsor, Ocwen
        Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Select
        Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank, N.A., as master
        servicer (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”) (the “Pooling and Servicing Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	
                [By:

              	
                 

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	
                [By:

              	
                 

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

       

      EXHIBIT
        H

       

      FORM
        OF
        ADDITIONAL DISCLOSURE NOTIFICATION

      


      Wells
        Fargo Bank, N.A. as Trustee 

      Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

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

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Attn: 
         Corporate
        Trust Services - Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
 Asset-Backed
        Certificates, Series 2007-2 - SEC REPORT PROCESSING

       

      RE:
        **Additional Form [10-K][10-D][8-K] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Pooling and Servicing Agreement, dated
        as of
        January 1, 2007, among the Purchaser as depositor, Nomura
        Credit & Capital, Inc. as sponsor, Ocwen
        Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Select
        Portfolio Servicing, LLC, as a servicer, Wells Fargo Bank, National Association,
        as Master Servicer and Securities Administrator, the Undersigned, as [ ],
        hereby
        notifies you that certain events have come to our attention that [will][may]
        need to be disclosed on Form [10-K][10-D][8-K].

       

      Description
        of Additional Form [10-K][10-D][8-K]Disclosure:

       

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [10-K][10-D][8-K]
        Disclosure:

       

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

       

      [NAME
        OF
        PARTY]

      as
        [role]

       

      By:
        ________________________________________________

      Name:

      Title:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        I

       

      DTC
        LETTER OF REPRESENTATIONS

      


      [TO
        BE
        PROVIDED UPON REQUEST]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      SCHEDULE
        OF MORTGAGE LOANS WITH LOST NOTES

      


      


      


      [TO
        BE
        PROVIDED UPON REQUEST]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        K

       

      PREPAYMENT
        CHARGE SCHEDULE

      


      


      [TO
        BE
        PROVIDED UPON REQUEST]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      RELEVANT
        SERVICING CRITERIA

      


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      Assessments
        of Compliance and Attestation Reports Servicing Criteria1 

      


      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	
                Depositor

              	
                Seller

              	
                Servicers2

              	
                Trustee

              	
                Custodian

              	
                Wells
                  Fargo3

              
	
                (1)  
                   General
                  Servicing Considerations

              	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	
                X

              	 	 	
                X

              
	
                (2)   Cash
                  Collection and Administration

              	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) accounts
                  maintained as required

              	 	 	
                X

              	 	 	
                X

              
	
                (v) accounts
                  at federally insured depository institutions

              	 	 	
                X

              	 	 	
                X

              
	
                (vi) unissued
                  checks safeguarded

              	 	 	
                X

              	 	 	 
	
                (vii) monthly
                  reconciliations of accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (3)   
                  Investor
                  Remittances and Reporting

              	 	 	 	 	 	 
	
                (i) investor
                  reports

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) remittances

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) proper
                  posting of distributions

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) reconciliation
                  of remittances and payment statements

              	 	 	
                X

              	 	 	
                X

              
	
                (4)   
                  Pool
                  Asset Administration

              	 	 	 	 	 	 
	
                (i) maintenance
                  of pool collateral

              	 	 	
                X

              	 	
                X

              	 
	
                (ii) safeguarding
                  of pool assets/documents

              	 	 	
                X

              	 	
                X

              	 
	
                (iii) additions,
                  removals and substitutions of pool assets

              	 	 	
                X

              	 	 	 
	
                (iv) posting
                  and allocation of pool asset payments to pool assets

              	 	 	
                X

              	 	 	 
	
                (v) reconciliation
                  of servicer records

              	 	 	
                X

              	 	 	 
	
                (vi) modifications
                  or other changes to terms of pool assets

              	 	 	
                X

              	 	 	 
	
                (vii) loss
                  mitigation and recovery actions

              	 	 	
                X

              	 	 	 
	
                (viii)records
                  regarding collection efforts

              	 	 	
                X

              	 	 	 
	
                (ix) adjustments
                  to variable interest rates on pool assets

              	 	 	
                X

              	 	 	 
	
                (x) matters
                  relating to funds held in trust for obligors

              	 	 	
                X

              	 	 	 
	
                (xi) payments
                  made on behalf of obligors (such as for taxes or
                  insurance)

              	 	 	
                X

              	 	 	 
	
                (xii) late
                  payment penalties with respect to payments made on behalf of obligors
                  

              	 	 	
                X

              	 	 	 
	
                (xiii)records
                  with respect to payments made on behalf of obligors

              	 	 	
                X

              	 	 	 
	
                (xiv) recognition
                  and recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (xv) maintenance
                  of external credit enhancement or other support

              	
                X

              	
                X

              	 	 	 	
                X

              


      

      

        

      

      
        
          1
            The
            descriptions of the Item 1122(d) servicing criteria use key words and
            phrases
            and are not verbatim recitations of the servicing criteria. Refer to
            Regulation
            AB, Item 1122 for a full description of servicing
            criteria.

        

      

      
        2
          For the
          avoidance of doubt, any Relevant Servicing Criteria to be addressed by
          Servicer
          may be addressed by Servicer or any subservicer or subcontractor, as the
          case
          may be.

        3
          Wells
          Fargo in its capacity as Paying Agent, Master Servicer and Securities
          Administrator.

      

      
 

      EXHIBIT
        M

       

      FORM
        OF
        BACK-UP CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

      Asset-Backed
        Certificates, Series 2007-2

       

      I,
        [identify the certifying individual], certify to Nomura Home Equity Loan,
        Inc.
        (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
        Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
        directors and affiliates, and with the knowledge and intent that they will
        rely
        upon this certification, that:

       

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

       

      (2)          
        Based
        on
        my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3)          
        Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

      (4)          
        I
        am
        responsible for reviewing the activities performed by the Servicer as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        [Ocwen][Equity One][SPS] has fulfilled its obligations under the Agreement
        in
        all material respects; and

       

      (5)          
        The
        Compliance Statement required to be delivered by [Ocwen][Equity One][SPS]
        pursuant to the Agreement, and the Servicing Assessment and Attestation Report
        required to be provided by [Ocwen][Equity One][SPS] and by any Subservicer
        or
        Subcontractor pursuant to the Agreement, have been provided to the Master
        Servicer. Any material instances of noncompliance described in such reports
        have
        been disclosed to the Master Servicer. Any material instance of noncompliance
        with the Servicing Criteria has been disclosed in such reports.

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1,
        2007, among Nomura Home Equity Loan, Inc., Nomura Credit & Capital, Inc.,
        Ocwen Loan Servicing, LLC, Equity One, Inc., Select Portfolio Servicing,
        LLC,
        Wells Fargo Bank, N.A. and HSBC Bank USA, National Association

       

       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

              	 
	 	 
	
                [Title]

              	 


      

       


      EXHIBIT
        N

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.14. An asterisk indicates that the Responsible Party is responsible
        for aggregating the information it receives from other Responsible
        Parties.

      


      Under
        Item 1 of Form 10-D: a) items marked “5.06 statement” are required to be
        included in the periodic Distribution Date statement under Section 5.06,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the 5.06 statement, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report.

      


      Additional
        Form 10-D Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the [Monthly Statement]

              	
                Servicers

                Master
                  Servicer

                Securities
                  Administrator

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

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

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

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

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

              	
                Servicers

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

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

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

                 

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

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

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

                 

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

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

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

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

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

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

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

              	
                Depositor

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

              	 
	
                Item
                  8: Other Information

                 

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

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

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

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

              	
                Depositor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Additional
        Form 10-K Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

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

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Securities
                  Administrator

                Depositor

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

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

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

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

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

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

              	
                Depositor

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

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

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

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

              	
                Depositor

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

              	 
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

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

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

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

              	
                Servicers

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

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

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

              	
                Servicers

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivative Counterparty Provider

              	
                Depositor/Sponsor

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

              	
                Depositor/Sponsor

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

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

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

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivative Counterparty Provider

              	
                Depositor/Sponsor

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

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

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

              	
                Servicers

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivative Counterparty Provider

              	
                Depositor/Sponsor

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

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Form
        8-K
        Disclosure Information

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding a bankruptcy or receivership with respect
                  to any of
                  the following: 

              	 
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

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

              	
                Servicers

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

              	
                Servicers

              
	
                ▪
                  Other material servicers

              	
                Servicers

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

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

                 

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

                 

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

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

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

              	
                Securities
                  Administrator

                Trustee

                Depositor

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

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

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of 1108(a)(2) Servicer or Trustee

                 

                Requires
                  disclosure of the resignation, removal, replacement, substitution
                  or
                  addition of any 1108(a)(2) servicer, affiliated servicer or trustee,
                  together with any disclosure required under Item 1108(d) of Regulation
                  AB.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicers/Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

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

              	
                Depositor/Securities
                  Administrator/Trustee

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

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        O

       

       

      APPENDIX
        E - Standard & Poor’s Anti-Predatory Lending
        Categorization

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

      


      


      Standard
        & Poor’s High Cost Loan Categorization

       

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Arkansas
                  

              	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et
                  seq.
                  

                Effective
                  July 16, 2003 

              	
                High
                  Cost Home Loan 

              
	
                Cleveland
                  Heights, OH 

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                  seq.
                  

                Effective
                  June 2, 2003 

              	
                Covered
                  Loan 

              
	
                Colorado
                  

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et
                  seq.
                  

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002 

              	
                Covered
                  Loan 

              
	
                Connecticut
                  

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et
                  seq.
                  

                Effective
                  October 1, 2001 

              	
                High
                  Cost Home Loan 

              
	
                District
                  of Columbia 

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et
                  seq.
                  

                Effective
                  for loans closed on or after January 28, 2003 

              	
                Covered
                  Loan 

              
	
                Florida
                  

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                  seq.
                  

                Effective
                  October 2, 2002 

              	
                High
                  Cost Home Loan 

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                Effective
                  October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan 

              


      

      


       

      Standard
        & Poor’s High Cost Loan Categorization

       

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current) 

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                Effective
                  for loans closed on or after March 7, 2003 

              	
                High
                  Cost Home Loan 

              
	
                HOEPA
                  Section 32 

              	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34 

                Effective
                  October 1, 1995, amendments October 1, 2002 

              	
                High
                  Cost Loan 

              
	
                Illinois
                  

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                  seq.
                  

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001) 

              	
                High
                  Risk Home Loan 

              
	
                Kansas
                  

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                  seq.
                  

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999 

              	
                High
                  Loan to Value Consumer Loan (id.
                  §
                  16a-3-207) and; 

              
	
                High
                  APR Consumer Loan (id.
                  §
                  16a-3-308a) 

              
	
                Kentucky
                  

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et
                  seq.
                  

                Effective
                  June 24, 2003 

              	
                High
                  Cost Home Loan 

              
	
                Maine
                  

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                  seq.
                  

                Effective
                  September 29, 1995 and as amended from time to time 

              	
                High
                  Rate High Fee Mortgage 

              
	
                Massachusetts
                  

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et
                  seq.
                  and 209 C.M.R. §§ 40.01 et
                  seq.
                  

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan 

              


      

      


      Standard
        & Poor’s High Cost Loan Categorization

      

        
          	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Nevada
                    

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et
                    seq.
                    

                  Effective
                    October 1, 2003 

                	
                  Home
                    Loan 

                
	
                  New
                    Jersey 

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et
                    seq.
                    

                  Effective
                    for loans closed on or after November 27, 2003 

                	
                  High
                    Cost Home Loan 

                
	
                  New
                    Mexico 

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                    seq.
                    

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004 

                	
                  High
                    Cost Home Loan 

                
	
                  New
                    York 

                	
                  N.Y.
                    Banking Law Article 6-l 

                  Effective
                    for applications made on or after April 1, 2003 

                	
                  High
                    Cost Home Loan 

                
	
                  North
                    Carolina 

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et
                    seq.
                    

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of credit)
                    

                	
                  High
                    Cost Home Loan 

                
	
                  Ohio
                    

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et
                    seq.
                    

                  Effective
                    May 24, 2002 

                	
                  Covered
                    Loan 

                
	
                  Oklahoma
                    

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A) 

                  Effective
                    July 1, 2000; amended effective January 1, 2004 

                	
                  Subsection
                    10 Mortgage 

                
	
                  South
                    Carolina 

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et
                    seq.
                    

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  High
                    Cost Home Loan 

                
	
                  West
                    Virginia 

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et
                    seq.
                    

                  Effective
                    June 5, 2002 

                	
                  West
                    Virginia Mortgage Loan Act Loan


                


        

      

       

      Standard
        & Poor’s Covered Loan Categorization 

       

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                Effective
                  October 1, 2002 - March 6, 2003 

              	
                Covered
                  Loan 

              
	
                New
                  Jersey 

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.
                  

                Effective
                  November 27, 2003 - July 5, 2004 

              	
                Covered
                  Home Loan 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Standard
        & Poor’s Home Loan Categorization

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                Effective
                  October 1, 2002 - March 6, 2003 

              	
                Home
                  Loan 

              
	
                New
                  Jersey 

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.
                  

                Effective
                  for loans closed on or after November 27, 2003

              	
                Home
                  Loan 

              
	
                New
                  Mexico 

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                  seq.
                  

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                Home
                  Loan 

              
	
                North
                  Carolina 

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et
                  seq.
                  

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                Consumer
                  Home Loan 

              
	
                South
                  Carolina 

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et
                  seq.
                  

                Effective
                  for loans taken on or after January 1, 2004 

              	
                Consumer
                  Home Loan 

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        P

      


      BASIS
        RISK CAP AGREEMENT

       

      

        


        

         

        HSBC
          Bank
          USA, National Association     

        452
          Fifth
          Avenue

        New
          York,
          NY 10018

        Fax:
          (212) 525-5517

      

       

      


        
          	
                  DATE:

                	
                  January
                    31, 2007

                
	 	 
	
                  TO:

                	
                  HSBC
                    Bank USA, National Association, not individually, but solely
                    as
                    Supplemental Interest Trust Trustee on behalf of the Supplemental
                    Interest
                    Trust with respect to the Nomura Home Equity Loan, Inc., Home
                    Equity Loan
                    Trust, Series 2007-2

                
	 	 
	 	 
	
                  ATTENTION:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  452
                    Fifth Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  FACSIMILE:

                	
                  212-525-1300

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	
                  ATTENTION:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-2

                
	
                  FACSIMILE:

                	
                  410-715-2380

                
	 	 
	
                  FROM:

                	
                  HSBC
                    Bank USA, National Association

                
	
                  TELEPHONE :

                	
                  212-525-8710

                
	
                  FACSIMILE: 

                	
                  212-525-5517

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  453997HN/453998HN

                


        

        


        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
          HSBC Bank USA, National Association (“Party
          A”)
          and
HSBC
          Bank
          USA, National Association, not individually, but solely as supplemental
          interest
          trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of the
          supplemental interest trust with respect to the Nomura Home Equity Loan,
          Inc.,
          Home Equity Loan Trust, Series 2007-2 (the “Supplemental
          Interest Trust”)
          (“Party
          B”)
          created
          under the Pooling and Servicing Agreement, dated as of January 1, 2007,
          among
          Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
          Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
          Wells
          Fargo Bank, N.A., as master servicer (the “Master
          Servicer”)
          and
          securities administrator (the “Securities
          Administrator”),
          Ocwen
          Loan Servicing, LLC, Select Portfolio Servicing Inc. and Equity One, Inc.,
          each
          as servicer (each a “Servicer”
and
          collectively, the “Servicers”)
          and
          HSBC Bank USA, National Association, not in its individual capacity, but
          solely
          as trustee (the “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 3 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 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 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.

        


        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Cap

                
	 	 
	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period the Calculation
                    Amount set forth for such period in Schedule I, which is attached
                    hereto
                    and incorporated by reference into this Confirmation.

                
	 	 
	
                  Trade
                    Date:

                	
                  January
                    29, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  January
                    31, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  July
                    25, 2007, subject to adjustment in accordance with the Following
                    Business
                    Day Convention.

                
	 	 
	
                  Fixed
                    Amount:

                	
                  As
                    per side agreement

                
	 	 
	 	 
	
                  Party
                    A Floating Amounts:

                	 
	 	 
	
                  Party
                    A

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    February 25, 2007, and ending on the Termination Date, subject
                    to
                    adjustment in accordance with the Following Business Day
                    Convention.

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable. The Floating Rate payer Payment
                    Date shall be
                    two Business Days prior to such Floating Rate Payer Period End
                    Date

                
	 	 
	
                  Cap
                    Rate:

                	
                  As
                    set forth in Schedule I

                
	 	 
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA;
                    provided, however, that if the Floating Rate Option for any Calculation
                    Period is greater than 10.500000%, then the Floating Rate Option
                    for such
                    Calculation Period shall be deemed to be 10.500000%.

                
	 	 
	 	 
	
                  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

                


        

        


        


        
          	
                  3.

                	
                  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 Section 5(a)(i) is hereby amended
                  by
                  replacing the word “third” with the word “first”; provided, further, that
                  notwithstanding anything to the contrary in Section 5(a)(i), any
                  failure
                  by Party A to comply with or perform any obligation to be complied
                  with or
                  performed by Party A under the Credit Support Annex shall not constitute
                  an Event of Default under Section 5(a)(i) unless (A) a Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days, and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


        


        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


        


        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days,
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


        


        


        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


        


        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


        


        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


        


        “Specified
          Indebtedness” will have the meaning specified in Section 14, except that such
          term shall not include obligations in respect of deposits received in the
          ordinary course of Party A’s banking business.

        


        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
          if applicable, the Eligible Guarantor. 

        


        “Shareholders’
          Equity” means with respect to an entity, at any time, the sum (as shown in the
          most recent annual audited financial statements of such entity) of (i)
          its
          capital stock (including preferred stock) outstanding, taken at par value,
          (ii)
          its capital surplus and (iii) its retained earnings, minus (iv) treasury
          stock,
          each to be determined in accordance with generally accepted accounting
          principles.

        


        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


        


        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  not 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 except that,
                    for
                    purposes of the application of Section 5(b)(ii) to Party A, Section
                    5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                    a taxing authority, or brought in a court of competent jurisdiction,
                    on or
                    after the date on which a Transaction is entered into (regardless
                    of
                    whether such action is taken or brought with respect to a party
                    to this
                    Agreement) or (y)”, and the “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party B.
                    

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    “Tax
                    Event Upon Merger”
                    provisions of Section 5(b)(iii) will apply to Party A and will
                    apply to
                    Party B, provided that Party A shall not be entitled to designate
                    an Early
                    Termination Date by reason of a Tax Event upon Merger in respect
                    of which
                    it is the Affected Party.

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    “Credit
                    Event Upon Merger”
                    provisions of Section 5(b)(iv) will not apply to Party A and
                    will not
                    apply to Party B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic
                    Early Termination”
                    provision of Section 6(a) will not apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        (f)         
            Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        	(i)  	
                Market
                  Quotation will apply, provided, however, that, in the event of
                  a
                  Derivative Provider Trigger Event, the following provisions will
                  apply:

              


        


        
          	 	
                  (A)
                    

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the
                    following:

                


        

        


        “Market
          Quotation” means,
          with respect to one or more Terminated Transactions, a Firm Offer which
          is (1)
          made by a Reference Market-maker that is an Eligible Replacement, (2) for
          an
          amount that would be paid to Party B (expressed as a negative number) or
          by
          Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Reference Market-maker to enter into a Replacement
          Transaction, and (3) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date is to be included.
          

        


        
          	 	
                  (B)

                	
                  The
                    definition of Settlement Amount shall be deleted in its entirety
                    and
                    replaced with the following:

                


        

        


        “Settlement
          Amount”
          means,
          with respect to any Early Termination Date, an amount (as determined by
          Party B)
          equal to: 

        


        
          	 	
                  (a)

                	
                  If
                    a Market Quotation for the relevant Terminated Transaction or
                    group of
                    Terminated Transactions is accepted by Party B so as to become
                    legally
                    binding on or before the day falling ten Local Business Days
                    after the day
                    on which the Early Termination Date is designated, or such later
                    day as
                    Party B may specify in writing to Party A, but in either case
                    no later
                    than one Local Business Day prior to the Early Termination Date
                    (such day,
                    the “Latest Settlement Amount Determination Day”), the Termination
                    Currency Equivalent of the amount (whether positive or negative)
                    of such
                    Market Quotation; 

                


        

        


        
          	 	
                  (b)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    has been accepted by Party B so as to become legally binding
                    and one or
                    more Market Quotations from
                    Approved Replacements have
                    been made and remain capable of becoming legally binding upon
                    acceptance,
                    the Settlement Amount shall equal the Termination Currency Equivalent
                    of
                    the amount (whether positive or negative) of the lowest of such
                    Market
                    Quotations (for the avoidance of doubt, the lowest of such Market
                    Quotations shall be the lowest Market Quotation of
                    such Market Quotations
                    expressed as a positive number or, if any of such Market Quotations
                    is
                    expressed as a negative number, the Market Quotation expressed
                    as a
                    negative number with the largest absolute value);
                    or

                


        

        


        
          	 	
                  (c)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    is
                    accepted by Party B so as to become legally binding and no Market
                    Quotation from an Approved Replacement remains capable of becoming
                    legally
                    binding upon acceptance, the Settlement Amount shall equal Party
                    B’s Loss
                    (whether positive or negative and without reference to any Unpaid
                    Amounts)
                    for the relevant Terminated Transaction or group of Terminated
                    Transactions.

                


        

        


        
          	 	
                  (C)

                	
                  If
                    Party B requests Party A in writing to obtain Market Quotations,
                    Party A
                    shall use its reasonable efforts to do so before the Latest Settlement
                    Amount Determination Day.

                


        

        


        
          	 	
                  (D)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second
          Method and Market Quotation.
          If the
          Second Method and Market Quotation apply, (I) Party B shall pay to Party
          A an
          amount equal to the absolute value of the Settlement Amount in respect
          of the
          Terminated Transactions, (II) Party B shall pay to Party A the Termination
          Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
          A
          shall pay to Party B the Termination Currency Equivalent of the Unpaid
          Amounts
          owing to Party B; provided, however, that (x) the amounts payable under
          the
          immediately preceding clauses (II) and (III) shall be subject to netting
          in
          accordance with Section 2(c) of this Agreement and (y) notwithstanding
          any other
          provision of this Agreement, any amount payable by Party A under the immediately
          preceding clause (III) shall not be netted-off against any amount payable
          by
          Party B under the immediately preceding clause (I).”

         

        
          	 	
                  (E)

                	
                  At
                    any time on or before the Latest Settlement Amount Determination
                    Day at
                    which two or more Market Quotations from Approved Replacements
                    remain
                    capable of becoming legally binding upon acceptance, Party B
                    shall be
                    entitled to accept only the lowest of such Market Quotations
                    (for the
                    avoidance of doubt, the lowest of such Market Quotations shall
                    be the
                    lowest Market Quotation of such Market Quotations expressed as
                    a positive
                    number or, if any of such Market Quotations is expressed as a
                    negative
                    number, the Market Quotation expressed as a negative number with
                    the
                    largest absolute value).

                


        

        


        	(ii)  	
                The
                  Second Method will apply.

              


        


        (g)         
           “Termination
          Currency”
          means
          USD.

        


        (h)        
            Additional
          Termination Events.
          Additional Termination Events will apply as provided in Part 5(c). 

        


        Part
          2.  Tax
          Matters.

        


        (a)         
           Tax
          Representations. 

        


        
          	 	
                  (i)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(e) of this Agreement:
                    

                


        

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, of any Relevant Jurisdiction to make any
          deduction or withholding for or on account of any Tax from any payment
          (other
          than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
          be made
          by it to the other party under this Agreement. In making this representation,
          it
          may rely on: (i) the accuracy of any representations made by the other
          party
          pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
          agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
          the
          accuracy and effectiveness of any document provided by the other party
          pursuant
          to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
          of
          the agreement of the other party contained in Section 4(d) of this Agreement,
          provided that it shall not be a breach of this representation where reliance
          is
          placed on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal or
          commercial position.

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None.

        


        (ii)        
            Payee
          Representations.
          For the
          purpose of Section 3(f) of this Agreement: 

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        Party
          A
          is a national banking association organized under the federal laws of the
          United
          States and its U.S. taxpayer identification number is 20-1177241. 

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None. 

        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Gross
                    Up.
                    Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                    2(d)(ii)
                    shall not apply to Party B as Y, in each case such that Party
                    B shall not
                    be required to pay any additional amounts referred to
                    therein.

                


        

        


        
          	 	
                  (ii)

                	
                  Indemnifiable
                    Tax.
                    The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                    entirety and replaced with the
                    following:

                


        

        


        “Indemnifiable
          Tax”
          means,
          in relation to payments by Party A, any Tax and, in relation to payments
          by
          Party B, no Tax. 

        


         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

                	
                  A
                    correct, complete and duly executed U.S. Internal Revenue Service
                    Form W-9
                    or other applicable form (or successor thereto), together with
                    appropriate
                    attachments, 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

                	
                  Party
                    B will deliver at closing a correct, complete and duly executed
                    U.S.
                    Internal Revenue Service Form W-9 or other applicable form (or
                    successor
                    thereto), together with appropriate attachments, and may deliver
                    other
                    tax forms
                    relating to the beneficial owner of payments to Party B under
                    this
                    Agreement from time to time 

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party A, (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

                


        

        


        


        (b)         
           For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Financial Statements as set forth in Party A’s Call Report 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

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Quarterly
                    Financial Statements as set forth in Party A’s Call Report 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

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  An
                    opinion of counsel to Party A satisfactory in form and substance
                    to Party
                    B

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  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:
                    

                	
                  452
                    Fifth Avenue, New York, NY 10018

                
	
                  Attention:

                	
                  Christian
                    McGreevy

                
	
                  Facsimile:

                	
                  212-525-8710

                
	
                  Telephone:
                    

                	
                  212-525-5517

                


        

        


         

        Please
          direct all settlement inquiries to:

         

        


        HSBC
          Bank USA, National Association

        Derivative
          Settlements

        
          	
                  Attention:

                	
                  Jeffrey
                    Lombino

                
	
                  Telephone:

                	
                  (212)
                    525-5393

                
	
                  Fax:

                	
                  (212)
                    525-6903

                


        

        


         

        


        (For
          all
          purposes)

        


        Address
          for notices or communications to Party B:

        


        
          	
                  Attention:

                	
                  HSBC
                    BANK USA, National Association

                
	 	
                  452
                    Fifth Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  Facsimile:

                	
                  212-525-1300

                


        

         

        with
          a
          copy to:

        


        
          	
                  Attention:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-2

                
	
                  Facsimile:

                	
                  410-715-2380

                


        

        


        (For
          all
          purposes)

        


        (b)         
           Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Not applicable.

        


        Party
          B
          appoints as its Process Agent: Not applicable.

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this Agreement;
                    neither
                    Party A nor Party B has any Offices other than as set forth in
                    the Notices
                    Section and Party A agrees that, for purposes of Section 6(b)
                    of this
                    Agreement, it shall not in the future have any Office other than
                    one in
                    the United States.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A
          is not a Multibranch Party.

        


        
          	 	
                  Party
                    B is not a Multibranch Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A; provided, however, that if
                    an Event of
                    Default shall have occurred with respect to Party A, Party B
                    shall have
                    the right to appoint as Calculation Agent a third party, reasonably
                    acceptable to Party A, the cost for which shall be borne by Party
                    A.

                


        

         

        (f)          
           Credit
          Support Document. 

         

        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex, solely in respect of Party B’s obligations under
                    Paragraph 3(b) of the Credit Support
                    Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.
                    The parties to this Agreement hereby agree that the law of the
                    State of
                    New York shall govern their rights and duties in whole, without
                    regard to
                    the conflict of law provisions thereof other than New York General
                    Obligations Law Sections 5-1401 and 5-1402.


                


        

        


        
          	
                  (i)

                	
                  Netting
                    of Payments.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

        


        
          	
                  (j)

                	
                  Affiliate.“Affiliate”
                    shall have the meaning assigned thereto in Section 14; provided,
                    however,
                    that Party 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) Conditions
          Precedent. Section
          2(a)(iii) is hereby amended by adding the following at the end thereof:
          

        


        Notwithstanding
          anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
          with
          respect to Party B or Potential Event of Default with respect to Party
          B has
          occurred and been continuing for more than 30 Local Business Days and no
          Early
          Termination Date in respect of the Affected Transactions has occurred or
          been
          effectively designated by Party A, the obligations of Party A under Section
          2(a)(i) shall cease to be subject to the condition precedent set forth
          in
          Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
          of
          Default or such Potential Event of Default (the “Specific
          Event”);
          provided, however, for the avoidance of doubt, the obligations of Party
          A under
          Section 2(a)(i) shall be subject to the condition precedent set forth in
          Section
          2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
          occurrence of the same Event of Default with respect to Party B or Potential
          Event of Default with respect to Party B after the Specific Event has ceased
          to
          be continuing and with respect to any occurrence of any other Event of
          Default
          with respect to Party B or Potential Event of Default with respect to Party
          B
          that occurs subsequent to the Specific Event. 

        


        
          	 	
                  (iii)

                	
                  Change
                    of Account.
                    Section 2(b) is hereby amended by the addition of the following
                    after the
                    word “delivery” in the first line
                    thereof:

                


        

         

        “to
          another account in the same legal and tax jurisdiction as the original
          account”.

        


        
          	 	
                  (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 and (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.

                


        

         

        
          	 	
                  (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) by deleting the words “to transfer” and inserting the words “to
                    effect a Permitted Transfer” in lieu
                    thereof.

                


        

        


        
          	 	
                  (vi)

                	
                  Jurisdiction.
                    Section
                    13(b) is hereby amended by: (i) deleting in the second line of
                    subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                    end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                    deleting the final paragraph
                    thereof.

                


        

        


        
          	 	
                  (vii)

                	
                  Local
                    Business Day.
                    The definition of Local Business Day in Section 14 is hereby
                    amended by
                    the addition of the words “or any Credit Support Document” after “Section
                    2(a)(i)” and the addition of the words “or Credit Support Document” after
                    “Confirmation”. 

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.
                    The following Additional Termination Events will
                    apply:

                


        

        


        	(i)  	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  Party
                  A has failed to comply with or perform any obligation to be complied
                  with
                  or performed by Party A in accordance with the Credit Support Annex,
                  then
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  A and Party A shall be the sole Affected Party with respect to
                  such
                  Additional Termination Event. 

              


        


        	(ii)  	
                Second
                  Rating Trigger Replacement.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), then an Additional
                  Termination Event shall have occurred with respect to Party A and
                  Party A
                  shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


        


        	(iii)  	
                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.
                  

              


        


        	(iv)  	
                Information
                  Required by Regulation AB. If
                  Party A fails to comply with the provisions of Part 5(e) upon the
                  occurrence of a Swap Disclosure Event, 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.

              


        


        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event.
                    In
                    the event that no Relevant Entity has credit ratings at least
                    equal to the
                    Required Ratings Threshold (such event, a “Required
                    Ratings Downgrade Event”),
                    then Party A shall, as soon as reasonably practicable and so
                    long as a
                    Required Ratings Downgrade Event is in effect, at its own expense,
                    using
                    commercially reasonable efforts, procure either (A) a Permitted
                    Transfer
                    or (B) an Eligible Guarantee. 

                


        

        


        (e)
           Compliance
          with Regulation AB. (i)
          For
          purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation
          AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
          Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended
          (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
          Commission and its staff, if the Depositor or Party B makes a determination,
          acting reasonably and in good faith, that (x) the applicable “significance
          percentage” with respect to this Agreement has been reached, and (y) it has a
          reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
          Party A shall (or shall cause its Credit Support Provider to), within ten
          (10)
          calendar days after notice to that effect, at its sole expense, take one
          of the
          following actions: (1) provide (including, if permitted by Regulation AB,
          provision by reference to reports filed pursuant to the Exchange Act or
          otherwise publicly available information): (A) the financial data required
          by
          Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1);
          (B) financial statements meeting the requirements of Regulation S-X (17
          C.F.R.
§§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article
          11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)),
          pursuant
          to Item 1115(b)(2); or (C) such other financial information as may at the
          time
          be required or permitted to be provided in satisfaction of the requirements
          of
          Item 1115(b), together with accountants consents and/or a procedure letter
          relating thereto; or (2) secure an Approved Replacement that is able to
          comply
          with the requirements of Item 1115(b) of Regulation AB to replace Party
          A as
          party to this Agreement, on substantially similar terms, the debt rating
          of
          which entity (or credit support provider therefor) meets or exceeds the
          applicable requirements of the applicable Rating Agencies.

        


        (ii)
          For
          so long as the aggregate significance percentage is 10% or more, Party
          A shall
          (or shall cause its Credit Support Provider to) provide any updates to
          the
          information provided pursuant to clause (i)(1) above to the Depositor within
          five (5) Business Days following availability thereof (but in no event
          more than
          45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
          for any half-year update, and in no event more than 90 days after the end
          of
          each of Party A’s Credit Support Provider’s fiscal year for any annual
          update).

        


        (iii)
          All
          information provided pursuant to clauses (i)(1) and (ii) above (all such
          information, “Swap Financial Disclosure”) shall be in a form suitable for
          conversion to the format required for filing by the Depositor with the
          Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
          In
          addition, any such information, if audited, shall be accompanied by any
          necessary auditor’s consents or, if such information is unaudited, shall be
          accompanied by an appropriate agreed-upon procedures letter from Party
          A’s
          accountants. If permitted by Regulation AB, any such information may be
          provided
          by reference to or 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 paragraph (iii) above or causes
          its
          Credit Support Provider to provide Swap Financial Disclosure to Depositor
          in
          accordance with paragraph (iii) above, it will indemnify and hold harmless
          Depositor, its respective directors or officers and any person controlling
          Depositor, from and against any and all losses, claims, damages and liabilities
          (any “Damage”) 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; provided, however that the foregoing shall not apply to any
          Damage
          caused by the negligence or any willful action of Depositor or any other
          party
          (other than Party A or any of its affiliates or any of their respective
          agents),
          including without limitation any failure to calculate the Significance
          Percentage according to the terms of this Agreement or to make any filing
          as and
          when required under Regulation AB.

        


        (v)
          Third
          Party Beneficiary. The Depositor shall be an express third party beneficiary
          of
          this Agreement as if a party hereto to the extent of the Depositor’s rights
          explicitly specified in this Part 5(e).

         

        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)             Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          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 the prior written consent of the other party is obtained.
          At
          any time at which no Relevant Entity has credit ratings at least equal
          to the
          Approved Ratings Threshold, Party A may make a Permitted Transfer.”


         

        
          	 	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, take any reasonable steps
                    required to be taken by Party B to effect such transfer.
                    

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.
                    Party A acknowledges and 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 , in
                    accordance
                    with the priority of payments and other terms of the Pooling
                    and Servicing
                    Agreement and that Party A will not have any recourse to any
                    of the
                    directors, officers, employees, shareholders or affiliates of
                    the Party B
                    with respect to any claims, losses, damages, liabilities, indemnities
                    or
                    other obligations in connection with any transactions contemplated
                    hereby.
                    This provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  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

                


        

        


        
          	
                  (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 Cap 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 Cap Agencies
                    has
                    been provided prior written notice of the
                    same.

                


        

        


        
          	
                  (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 Cap 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 or the
          trust
          created pursuant to the Pooling and Servicing Agreement, 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 Limitation of Liability. It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed and delivered by HSBC Bank USA, National
                    Association, not individually or personally but solely as the
                    Supplemental
                    Interest Trust Trustee, in the exercise of the powers and authority
                    conferred and vested in it under the Pooling and Servicing Agreement,
                    (b)
                    the representations, warranties, covenants, undertakings and
                    agreements
                    herein made on the part of the Supplemental Interest Trust are
                    made and
                    intended not as personal representations, undertakings and agreements
                    by
                    HSBC Bank USA, National Association but are made and intended
                    for the
                    purpose of binding only the Supplemental Interest Trust, (c)
                    nothing
                    herein contained shall be construed as creating any liability
                    on HSBC Bank
                    USA, National Association, individually or personally, to perform
                    any
                    covenant either expressed or implied contained herein, all such
                    liability,
                    if any, being expressly waived by the parties who are signatories
                    to this
                    Agreement and by any person claiming by, through or under such
                    parties and
                    (d) under no circumstances shall HSBC Bank USA, National Association
                    be
                    personally liable for the payment of any indemnity, indebtedness,
                    fees or
                    expenses of the Supplemental Interest Trust or be liable for
                    the breach or
                    failure of any obligation, representation, warranty or covenant
                    made or
                    undertaken by the Supplemental Interest Trust under this
                    Agreement.

                


        

        


        


        
          	
                  (o)

                	
                  Severability.
                    If
                    any term, provision, covenant, or condition of this Agreement,
                    or the
                    application thereof to any party or circumstance, shall be held
                    to be
                    invalid or unenforceable (in whole or in part) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable. 

                


        

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition. 

        


        
          	
                  (p)

                	
                  Agent
                    for Party B. Party
                    A acknowledges that the Securities Administrator has been appointed
                    as
                    agent under the Pooling and Servicing Agreement to carry out
                    certain
                    functions on behalf of Party B, and that the Securities Administrator
                    shall be entitled to give notices and to perform and satisfy
                    the
                    obligations of Party B hereunder on behalf of Party
                    B.

                


        

         

        
          	
                  (q)

                	
                  Escrow
                    Payments.
                    If
                    (whether by reason of the time difference between the cities
                    in which
                    payments are to be made or otherwise) it is not possible for
                    simultaneous
                    payments to be made on any date on which both parties are required
                    to make
                    payments hereunder, either Party may at its option and in its
                    sole
                    discretion notify the other Party that payments on that date
                    are to be
                    made in escrow. In this case deposit of the payment due earlier
                    on that
                    date shall be made by 2:00 pm (local time at the place for the
                    earlier
                    payment) on that date with an escrow agent selected by the notifying
                    party, accompanied by irrevocable payment instructions (i) to
                    release the
                    deposited payment to the intended recipient upon receipt by the
                    escrow
                    agent of the required deposit of any corresponding payment payable
                    by the
                    other party on the same date accompanied by irrevocable payment
                    instructions to the same effect or (ii) if the required deposit
                    of the
                    corresponding payment is not made on that same date, to return
                    the payment
                    deposited to the party that paid it into escrow. The party that
                    elects to
                    have payments made in escrow shall pay all costs of the escrow
                    arrangements.

                


        

         

        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, 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)

                	
                  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)

                	
                  Additional
                    representations.

                


        

        


        
          	 	
                  (i)

                	
                  Representations
                    of Party A.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    each Transaction that:--

                


        

         

        
          	 	
                  (1)

                	
                  Party
                    A’s obligations under this Agreement rank pari passu with all of
                    Party A’s
                    other unsecured, unsubordinated obligations except those obligations
                    preferred by operation of law.

                


        

        


        
          	 	
                  (2)

                	
                  Party
                    A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                    execution, delivery and performance of this Agreement (including
                    the
                    Credit Support Annex and each Confirmation) have been approved
                    by its
                    board of directors or its loan committee, such approval is reflected
                    in
                    the minutes of said board of directors or loan committee, and
                    this
                    Agreement (including the Credit Support Annex and each Confirmation)
                    will
                    be maintained as one of its official records continuously from
                    the time of
                    its execution (or in the case of any Confirmation, continuously
                    until such
                    time as the relevant Transaction matures and the obligations
                    therefor are
                    satisfied in full).

                


        

        


        
          	 	
                  (ii)

                	
                  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 the
                    Supplemental
                    Interest Trust Trustee executes this Agreement that it is executing
                    the
                    Agreement in its capacity as Supplemental Interest Trust
                    Trustee.

                


        

         

        
          	
                  (w)

                	
                  Acknowledgements.

                


        

        


        
          	 	
                  (ii)

                	
                  Bankruptcy
                    Code.
                    Subject to Part 5(m), without limiting the applicability if any,
                    of any
                    other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                    Code”) (including without limitation Sections 362, 546, 556, and 560
                    thereof and the applicable definitions in Section 101 thereof),
                    the
                    parties acknowledge and agree that all Transactions entered into
                    hereunder
                    will constitute “forward contracts” or “swap agreements” as defined in
                    Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                    Section 761 of the Bankruptcy Code, that the rights of the parties
                    under
                    Section 6 of this Agreement will constitute contractual rights
                    to
                    liquidate Transactions, that any margin or collateral provided
                    under any
                    margin, collateral, security, pledge, or similar agreement related
                    hereto
                    will constitute a “margin payment” as defined in Section 101 of the
                    Bankruptcy Code, and that the parties are entities entitled to
                    the rights
                    under, and protections afforded by, Sections 362, 546, 556, and
                    560 of the
                    Bankruptcy Code.

                


        

         

        	(x)  	
                [Reserved]

              


         

        	(y)  	
                Third
                  Party Beneficiary.
                  Wells Fargo Bank, N.A. is a third party beneficiary of this agreement
                  and
                  is entitled to the rights and benefits hereunder and may enforce
                  the
                  provisions hereof as if were a party
                  hereto.

              


         

         (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, the Moody’s First Trigger
          Ratings Threshold and the DBRS Approved Ratings Threshold.

        


        “Approved
          Replacement” means,
          with respect to a Market Quotation, an entity making such Market Quotation,
          which entity would satisfy conditions (a), (b), (c) and (d) of the definition
          of
          Permitted Transfer (as determined by Party B in its sole discretion, acting
          in a
          commercially reasonable manner) if such entity were a Transferee, as defined
          in
          the definition of Permitted Transfer.

        


        “Cap
          Rating Agencies”
          means,
          with respect to any date of determination, each of Moody’s, DBRS and
          S&P,
          to the
          extent that each such rating agency is then providing a rating for any
          of the
Nomura
          Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


        “DBRS”
          means
          Dominion Bond Rating Service, or any successor thereto. 

         

        “DBRS
          Approved Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee, or
          an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
          DBRS of “R-1(middle)”.

         

        “DBRS
          Required Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          DBRS of “BBB”.

         

        “Derivative
          Provider Trigger Event”
          means
          (i) an Event of Default with respect to which Party A is a Defaulting Party,
          (ii) a Termination Event with respect to which Party A is the sole Affected
          Party or (iii) an Additional Termination Event with respect to which Party
          A is
          the sole Affected Party.

        


        “Eligible
          Guarantee”
          means an
          unconditional and irrevocable guarantee of all present and future obligations
          (for the avoidance of doubt, not limited to payment obligations) 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, and either (A) a law firm has given a legal opinion
          confirming that none of the guarantor’s payments to Party B under such guarantee
          will be subject to Tax
          collected by withholding or
          (B)
          such guarantee provides that, in the event that any of such guarantor’s payments
          to Party B are subject to Tax collected by withholding, such guarantor
          is
          required to pay such additional amount as is necessary to ensure that the
          net
          amount actually received by Party B (free and clear of any Tax collected
          by
          withholding) will equal the full amount Party B would have received had
          no such
          withholding been required.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings at least equal to the S&P Approved
          Ratings Threshold and the DBRS
          Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
          equal to the Moody’s Second Trigger Ratings Threshold, 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 at least equal to the S&P Approved
          Ratings Threshold and the DBRS
          Approved Ratings Threshold, and (b) has credit ratings from Moody’s at least
          equal to the Moody’s Second Trigger Ratings Threshold, 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.

        


        “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
          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. 

        


        “Permitted
          Transfer” means
          a
          transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
          or the
          second sentence of Section 7 (as amended herein) to a transferee (the
“Transferee”)
          of all,
          but not less than all, of Party A’s rights, liabilities, duties and obligations
          under this Agreement, with
          respect to which transfer each of the following conditions is
          satisfied:
          (a) the
          Transferee is an Eligible Replacement; (b) Party A and the Transferee are
          both
“dealers in notional principal contracts” within the meaning of Treasury
          regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
          would not be required to withhold or deduct on account of Tax from any
          payments
          under this Agreement or would be required to gross up for such Tax under
          Section
          2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
          as a
          result of such transfer; (e) pursuant to a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in
          its sole discretion, 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 and S&P
          have been given prior written notice of such transfer 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 such transfer otherwise complies with the terms of the Pooling
          and
          Servicing Agreement.

         

        “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”
          shall
          have the meaning assigned thereto in Part 5(d).

        


        “Required
          Ratings Threshold” means
          each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
          Ratings Threshold and the DBRS Required Ratings Threshold.

        


        “S&P”
          means
          Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto. 

        


        “S&P
          Required Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          S&P of “BBB+”.

        


        [Remainder
          of this page intentionally left blank.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4. Account
          Details and Settlement Information:  

         

        


        
          	
                  Payments
                    to Party A:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  ABA
                    # 021-001-088

                
	 	
                  For
                    credit to Department 299

                
	 	
                  A/C:
                    000-04929-8

                
	 	
                  HSBC
                    Derivative Products Group

                
	 	 
	 	 
	
                  Payments
                    to Party B:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  ABA
                    # 121-000-248

                
	 	
                  For
                    Credit to: SAS Clearing

                
	 	
                  A/C:
                    3970771416

                
	 	
                  FFC:
                    NHEL 2007-2, Supplemental Interest Trust,
                    #50984601

                


        

        


        


        


        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.

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        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,

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        


        


        
          	
                  By:

                	
                  /s/
                    Antonia Landgraf

                
	
                  Name:

                	
                  Antonia
                    Landgraf

                
	
                  Title:

                	
                  Assistant
                    Vice President

                
	 	 
	
                  By:

                	
                  /s/
                    Charleen Collins

                
	
                  Name:

                	
                  Charleen
                    Collins

                
	
                  Title:

                	
                  Vice
                    President

                


        

        


        


        


        Party
          B,
          acting through its duly authorized signatory, hereby agrees to, accepts
          and
          confirms the terms of the foregoing as of the date hereof.

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL
          INTEREST
          TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
          TO THE
          NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
          2007-2

        


         

        


        
          	
                  By:

                	
                  /s/
                    Elena Zheng

                
	
                  Name:

                	
                  Elena
                    Zheng

                
	
                  Title:

                	
                  Assistant
                    Vice President

                


        

        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        (all
          such
          dates subject to adjustment in accordance with the Following Business Day
          Convention)

        


        
          	
                  For
                    the Calculation Periods

                	
                  Calculation
                    Amount

                	
                  Cap
                    Rate

                
	
                  From
                    and including:

                	
                  To
                    but excluding:

                	
                  in
                    USD:

                	 
	
                  The
                    Effective Date

                	
                  February
                    25, 2007

                	
                  895,725,000.00

                	
                  9.368380%

                
	
                  February
                    25, 2007

                	
                  March
                    25, 2007

                	
                  881,160,477.00

                	
                  8.364660%

                
	
                  March
                    25, 2007

                	
                  April
                    25, 2007

                	
                  865,176,776.00

                	
                  7.555210%

                
	
                  April
                    25, 2007

                	
                  May
                    25, 2007

                	
                  847,828,485.00

                	
                  7.807070%

                
	
                  May
                    25, 2007

                	
                  June
                    25, 2007

                	
                  829,176,277.00

                	
                  7.555250%

                
	
                  June
                    25, 2007

                	
                  The
                    Termination Date

                	
                  809,310,194.00

                	
                  7.807140%

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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 January 31, 2007 between

      HSBC
        Bank
        USA, National Association (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

      HSBC
        Bank
        USA, National Association, not individually, but solely as Supplemental Interest
        Trust Trustee on behalf of the Supplemental Interest Trust with respect to
        the
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2
        (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 January 31, 2007 between
        Party
        A and Party B, Reference Number 453997HN/453998HN.

      


       

      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/DBRS Credit Support Amount for such
                  Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        	 	
                (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/DBRS Value as of such Valuation Date of
                  all Posted Credit Support held by the Secured Party exceeds (b)
                  the
                  S&P/DBRS Credit Support Amount for such Valuation Date,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      	(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/DBRS
                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.
                

            


       

      On
        any
        date, the items set forth in Schedule I will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral to be denominated in
        USD).

       

      	(iii)           	
              Other
                Eligible Support. 

            


       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      	(iv)           	
              Threshold.

            


       

      	(A)          	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


       

      	(B)          	
              “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 50,000 with respect to Party A and Party
                B.

            


       

      	(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; provided, however, that if an Event of Default shall
                have
                occurred with respect to which Party A is the Defaulting Party, Party
                B
                shall have the right to designate as Valuation Agent an independent
                party,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A. All calculations by the Valuation Agent must be made in
                accordance with standard market practice, including, in the event
                of a
                dispute as to the Value of any Eligible Credit Support or Posted
                Credit
                Support, by making reference to quotations received by the Valuation
                Agent
                from one or more Pricing Sources.

            


       

      	(ii)            	
              “Valuation
                Date” means
                each Local Business Day on which any of the S&P/DBRS Credit Support
                Amount, the Moody’s First Trigger Credit Support Amount or the Moody’s
                Second Trigger Credit Support Amount is greater than
                zero.

            


       

      	(iii)            	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


       

      	(iv)            	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


       

      	(v)            	
              External
                Verification. 
                Notwithstanding anything to the contrary in the definitions of Valuation
                Agent or Valuation Date, at any time at which Party A (or, to the
                extent
                applicable, its Credit Support Provider) does not have a long-term
                unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                the S&P/DBRS Value of Posted Credit Suppport on each Valuation Date
                based on internal marks and (B) verify such calculations with external
                marks monthly by obtaining on the last Local Business Day of each
                calendar
                month two external marks for each Transaction to which this Annex
                relates
                and for all Posted Credit Suport; such verification of the Secured
                Party’s
                Exposure shall be based on the higher of the two external marks.
                Each
                external mark in respect of a Transaction shall be obtained from
                an
                independent Reference Market-maker that would be eligible and willing
                to
                enter into such Transaction in the absence of the current derivative
                provider, provided that an external mark may not be obtained from
                the same
                Reference Market-maker more than four times in any 12-month period.
                The
                Valuation Agent shall obtain these external marks directly or through
                an
                independent third party, in either case at no cost to Party B. The
                Valuation Agent shall calculate on each Valuation Date (for purposes
                of
                this paragraph, the last Local Business Day in each calendar month
                referred to above shall be considered a Valuation Date) the Secured
                Party’s Exposure based on the greater of the Valuation Agent’s internal
                marks and the external marks received. If the S&P/DBRS Value on any
                such Valuation Date of all Posted Credit Support then held by the
                Secured
                Party is less than the S&P/DBRS Credit Support Amount on such
                Valuation Date (in each case as determined pursuant to this paragraph),
                Party A shall, within three Local Business Days of such Valuation
                Date,
                Transfer to the Secured Party Eligible Credit Support having an
                S&P/DBRS Value as of the date of Transfer at least equal to such
                deficiency. 

            


       

      	(vi)            	
              Notice
                to S&P. 
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of the
                Secured
                Party’s Exposure and the S&P/DBRS Value of any Eligible Credit Support
                or Posted Credit Support for that Valuation Date. The Valuation Agent
                shall also provide to S&P any external marks received pursuant to the
                preceding paragraph.

            


       

      	(d)            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.
                The following Termination Events will be a “Specified
                Condition”
                for the party specified (that party being the Affected Party if the
                Termination Event occurs with respect to that party): With respect
                to
                Party A: any Additional Termination Event with respect to which Party
                A is
                the sole Affected Party. With respect to 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/DBRS 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
        sum of (A) the product of (1)(x) the bid price at the Valuation Time for
        such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the bid price for such securities quoted at the Valuation
        Time by any principal market maker for such securities selected by the Valuation
        Agent, or (z) if no such bid price is listed or quoted for such date, the
        bid
        price listed or quoted (as the case may be) at the Valuation Time for the
        day
        next preceding such date on which such prices were available and (2) the
        applicable Valuation Percentage for such Eligible Collateral, and (B) the
        accrued interest on such securities (except to the extent Transferred to
        the
        Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
        referred to in the immediately preceding clause (A)) as of such
        date.

       

      	(iii)            	
              Alternative.
                The provisions of Paragraph 5 will apply.

            


       

      	(g)            	
              Holding
                and Using Posted
                Collateral.

            


       

      	(i)           
              	
              Eligibility
                to Hold Posted Collateral; Custodians.  Party
                B (or any Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b). 

            


       

      Party
        B
        may appoint as Custodian (A) the entity then serving as Securities Administrator
        or (B) any entity other than the entity then serving as Securities Administrator
        if such other entity (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)(i) will not apply to Party B, but the
                provisions of Paragraph 6(c)(ii) will apply to Party B.
                

            


       

      	(h)            	
              Distributions
                and Interest Amount.

            


       

      	(i)            	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A (unless (x) an Event of Default or an Additional
                Termination Event has occurred with respect to which Party A is the
                defaulting or sole Affected Party or (y) an Early Termination Date
                has
                been designated, in which case such investment shall be held uninvested).
                Gains and losses incurred in respect of any investment of Posted
                Collateral in the form of Cash in Permitted Investments as directed
                by
                Party A shall be for the account of Party
                A.

            


       

      	(ii)            	
              Transfer
                of Interest Amount.
                The Transfer of the Interest Amount will be made on the second Local
                Business Day following the end of each calendar month and on any
                other
                Local Business Day on which Posted Collateral in the form of Cash
                is
                Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                however,
                that the obligation of Party B to Transfer any Interest Amount to
                Party A
                shall be limited to the extent that Party B has earned and received
                such
                funds and such funds are available to Party B.


            


       

      	(iii)            	
              Alternative
                to Interest Amount.
                The provisions of Paragraph 6(d)(ii) will
                apply.

            


       

      	(i)            	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


       

      	(j)            	
              Other
                Eligible Support and Other Posted Support.

            


       

      	(i)            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


       

      	(ii)            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


       

      	(k)           	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian: 

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Client Manager - NHEL 2007-2

      Tel:
        410-884-2000

      Fax:
        410-715-2380

       

      	(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:

       

      HSBC
        Bank
        USA, National Association

      ABA
        #
        021-001-088

      For
        credit to Department 299

      A/C:
        000-04929-8

      HSBC
        Derivative Products Group

      


      Party
        B’s
        Custodian account details for holding collateral

       

      Wells
        Fargo Bank, N.A.

      ABA
        #
        121-000-248

      For
        Credit to: SAS Clearing

      A/C:
        3970771416

      FFC: 
        NHEL 2007-2, Posted Collateral Account, # 50984602

       

      	(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/DBRS Value, Moody’s First Trigger
                Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                by (A) deleting the words “a Value” and inserting in lieu thereof “an
                S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                Trigger Value” and (B) deleting the words “the Value” and inserting in
                lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.
                Paragraph 5(i) (flush language) is hereby amended by deleting the
                word
                “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”. Paragraph 5(i)(C) is
                hereby amended by deleting the word “the Value, if” and inserting in lieu
                thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value, as may be”. Paragraph 5(ii) is
                hereby amended by (1) deleting the first instance of the words “the Value”
                and inserting in lieu thereof “any one or more of the S&P/DBRS Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value”. Each of Paragraph 8(b)(iv)(B) and
                Paragraph 11(a) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “least of the S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”.
                

            


       

      	(iv)            	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as published and copyrighted in 1994 by the International
                Swaps and Derivatives Association, Inc.

            


       

      	(v)            	
              Events
                of Default.
                Paragraph 7 will not apply to cause any Event of Default to exist
                with
                respect to Party B except that Paragraph 7(i) will apply to Party
                B solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex. Notwithstanding anything to the contrary in Paragraph
                7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, and (B) such failure is not remedied
                on or before the third Local Business Day after notice of such failure
                is
                given to Party A.

            


       

      	(vi)            	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


       

      	(vii)            	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


      
         

        	(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.

       

      “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:
        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 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 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 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 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
                  product of (1) the applicable Moody’s First Trigger Factor set forth in
                  Table 1 and (2) the Notional Amount for such Transaction for the
                  Calculation Period 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 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
        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
        Second Trigger 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 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
                  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 product of (i)
        the
        applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
        Notional Amount for such Transaction for the Calculation Period which includes
        such Valuation Date;
        or

       

      (2)
        if
        such Transaction is a Transaction-Specific Hedge, the
        product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
        and (ii) the Notional Amount for such Transaction for the Calculation Period
        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 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”.

      


      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Pricing
        Sources”
        means
        the sources of financial information commonly known as Bloomberg, Bridge
        Information Services, Data Resources Inc., Interactive Data Services,
        International Securities Market Association, Merrill Lynch Securities Pricing
        Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ
        Kenny,
        S&P and Telerate.

       

      “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 from S&P of “A+”.

      


      “S&P/DBRS
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P/DBRS Rating Threshold Event has
                  occurred and been continuing for at least 30 days, or (ii) a S&P/DBRS
                  Required Ratings Downgrade Event has occurred and is continuing,
                  an amount
                  equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                  Valuation Date and (2) the sum, for each Transaction to which this
                  Annex
                  relates, of the product of (i) the Volatility Buffer for such Transaction
                  and (ii) the Notional Amount of such Transaction for the Calculation
                  Period of such Transaction which includes such Valuation Date,
                  or
                  

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)          the
        Threshold for Party A for such Valuation Date.

       

      “S&P/DBRS
        Rating Threshold Event”
        means,
        on any date, no Relevant Entity has credit ratings from S&P which equal or
        exceed the S&P Approved Ratings Threshold and the DBRS Approved Ratings
        Threshold.

       

      “S&P/DBRS
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold and the DBRS Required Ratings Threshold.

       

      “S&P/DBRS
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P 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 otherwise
        is not a specific dollar amount that is fixed at the inception of the
        Transaction, (ii) an interest rate cap, (iii) an interest rate floor or (iv)
        an
        interest rate swaption.

       

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P/DBRS Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P/DBRS Valuation Percentage, Moody’s
        First Trigger Valuation Percentage, or Moody’s Second Trigger Valuation
        Percentage for such Eligible Collateral or Posted Collateral, respectively,
        in
        each case as set forth in Paragraph 13(b)(ii).

       

      “Value”
        shall
        mean, in respect of any date, the related S&P/DBRS Value, the related
        Moody’s First Trigger Value, and the related Moody’s Second Trigger
        Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

       

      
        	
                The
                  higher of the S&P credit rating of (i) Party A and (ii) the Credit
                  Support Provider of Party A, if applicable

              	
                Remaining
                  Weighted Average Maturity of such Transaction 

                up
                  to 3 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 5 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 10 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 30 years

              
	
                “A-2”
                  or higher

              	
                2.75%

              	
                3.25%

              	
                4.00%

              	
                4.75%

              
	
                “A-3”

              	
                3.25%

              	
                4.00%

              	
                5.00%

              	
                6.25%

              
	
                “BB+”
                  or
                  lower

              	
                3.50%

              	
                4.50%

              	
                6.75%

              	
                7.50%

              


      

       

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        of this page intentionally left blank]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        1

       

      Moody’s
        First Trigger Factor

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.15%

              
	
                More
                  than 1 but not more than 2

              	
                0.30%

              
	
                More
                  than 2 but not more than 3

              	
                0.40%

              
	
                More
                  than 3 but not more than 4

              	
                0.60%

              
	
                More
                  than 4 but not more than 5

              	
                0.70%

              
	
                More
                  than 5 but not more than 6

              	
                0.80%

              
	
                More
                  than 6 but not more than 7

              	
                1.00%

              
	
                More
                  than 7 but not more than 8

              	
                1.10%

              
	
                More
                  than 8 but not more than 9

              	
                1.20%

              
	
                More
                  than 9 but not more than 10

              	
                1.30%

              
	
                More
                  than 10 but not more than 11

              	
                1.40%

              
	
                More
                  than 11 but not more than 12

              	
                1.50%

              
	
                More
                  than 12 but not more than 13

              	
                1.60%

              
	
                More
                  than 13 but not more than 14

              	
                1.70%

              
	
                More
                  than 14 but not more than 15

              	
                1.80%

              
	
                More
                  than 15 but not more than 16

              	
                1.90%

              
	
                More
                  than 16 but not more than 17

              	
                2.00%

              
	
                More
                  than 17 but not more than 18

              	
                2.00%

              
	
                More
                  than 18 but not more than 19

              	
                2.00%

              
	
                More
                  than 19 but not more than 20

              	
                2.00%

              
	
                More
                  than 20 but not more than 21

              	
                2.00%

              
	
                More
                  than 21 but not more than 22

              	
                2.00%

              
	
                More
                  than 22 but not more than 23

              	
                2.00%

              
	
                More
                  than 23 but not more than 24

              	
                2.00%

              
	
                More
                  than 24 but not more than 25

              	
                2.00%

              
	
                More
                  than 25 but not more than 26

              	
                2.00%

              
	
                More
                  than 26 but not more than 27

              	
                2.00%

              
	
                More
                  than 27 but not more than 28

              	
                2.00%

              
	
                More
                  than 28 but not more than 29

              	
                2.00%

              
	
                More
                  than 29

              	
                2.00%

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        2

       

      Moody’s
        Second Trigger Factor for Interest Rate Swaps with Fixed Notional
        Amounts

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.50%

              
	
                More
                  than 1 but not more than 2

              	
                1.00%

              
	
                More
                  than 2 but not more than 3

              	
                1.50%

              
	
                More
                  than 3 but not more than 4

              	
                1.90%

              
	
                More
                  than 4 but not more than 5

              	
                2.40%

              
	
                More
                  than 5 but not more than 6

              	
                2.80%

              
	
                More
                  than 6 but not more than 7

              	
                3.20%

              
	
                More
                  than 7 but not more than 8

              	
                3.60%

              
	
                More
                  than 8 but not more than 9

              	
                4.00%

              
	
                More
                  than 9 but not more than 10

              	
                4.40%

              
	
                More
                  than 10 but not more than 11

              	
                4.70%

              
	
                More
                  than 11 but not more than 12

              	
                5.00%

              
	
                More
                  than 12 but not more than 13

              	
                5.40%

              
	
                More
                  than 13 but not more than 14

              	
                5.70%

              
	
                More
                  than 14 but not more than 15

              	
                6.00%

              
	
                More
                  than 15 but not more than 16

              	
                6.30%

              
	
                More
                  than 16 but not more than 17

              	
                6.60%

              
	
                More
                  than 17 but not more than 18

              	
                6.90%

              
	
                More
                  than 18 but not more than 19

              	
                7.20%

              
	
                More
                  than 19 but not more than 20

              	
                7.50%

              
	
                More
                  than 20 but not more than 21

              	
                7.80%

              
	
                More
                  than 21 but not more than 22

              	
                8.00%

              
	
                More
                  than 22 but not more than 23

              	
                8.00%

              
	
                More
                  than 23 but not more than 24

              	
                8.00%

              
	
                More
                  than 24 but not more than 25

              	
                8.00%

              
	
                More
                  than 25 but not more than 26

              	
                8.00%

              
	
                More
                  than 26 but not more than 27

              	
                8.00%

              
	
                More
                  than 27 but not more than 28

              	
                8.00%

              
	
                More
                  than 28 but not more than 29

              	
                8.00%

              
	
                More
                  than 29

              	
                8.00%

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      Table
        3

       

      Moody’s
        Second Trigger Factor for Transaction-Specific Hedges

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.65%

              
	
                More
                  than 1 but not more than 2

              	
                1.30%

              
	
                More
                  than 2 but not more than 3

              	
                1.90%

              
	
                More
                  than 3 but not more than 4

              	
                2.50%

              
	
                More
                  than 4 but not more than 5

              	
                3.10%

              
	
                More
                  than 5 but not more than 6

              	
                3.60%

              
	
                More
                  than 6 but not more than 7

              	
                4.20%

              
	
                More
                  than 7 but not more than 8

              	
                4.70%

              
	
                More
                  than 8 but not more than 9

              	
                5.20%

              
	
                More
                  than 9 but not more than 10

              	
                5.70%

              
	
                More
                  than 10 but not more than 11

              	
                6.10%

              
	
                More
                  than 11 but not more than 12

              	
                6.50%

              
	
                More
                  than 12 but not more than 13

              	
                7.00%

              
	
                More
                  than 13 but not more than 14

              	
                7.40%

              
	
                More
                  than 14 but not more than 15

              	
                7.80%

              
	
                More
                  than 15 but not more than 16

              	
                8.20%

              
	
                More
                  than 16 but not more than 17

              	
                8.60%

              
	
                More
                  than 17 but not more than 18

              	
                9.00%

              
	
                More
                  than 18 but not more than 19

              	
                9.40%

              
	
                More
                  than 19 but not more than 20

              	
                9.70%

              
	
                More
                  than 20 but not more than 21

              	
                10.00%

              
	
                More
                  than 21 but not more than 22

              	
                10.00%

              
	
                More
                  than 22 but not more than 23

              	
                10.00%

              
	
                More
                  than 23 but not more than 24

              	
                10.00%

              
	
                More
                  than 24 but not more than 25

              	
                10.00%

              
	
                More
                  than 25 but not more than 26

              	
                10.00%

              
	
                More
                  than 26 but not more than 27

              	
                10.00%

              
	
                More
                  than 27 but not more than 28

              	
                10.00%

              
	
                More
                  than 28 but not more than 29

              	
                10.00%

              
	
                More
                  than 29

              	
                10.00%

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       Schedule
        1

       

      Eligible
        Collateral


      
        

          
            	
                    Eligible
                      Collateral & Valuation Percentages

                    Moody’s
                      and S&P/DBRS

                  
	 	 	
                    Valuation
                      Percentage

                  	
                    Valuation
                      Percentage

                  
	 	 	
                    Moody’s

                  	
                    S&P/DBRS

                  
	 	 	
                    First
                      Trigger

                  	
                    Second
                      Trigger

                  	
                    Daily

                  
	
                    (A)

                  	
                    Cash

                  	
                    100

                  	
                    100

                  	
                    100

                  
	
                    (B)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of not more than one
                      year

                  	
                    100

                  	
                    100

                  	
                    98.5

                  
	
                    (C)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than one year but
                      not more than
                      ten years

                  	
                    100

                  	
                    94

                  	
                    89.9

                  
	
                    (D)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than ten years

                  	
                    100

                  	
                    87

                  	
                    83.9

                  
	
                    (E)

                  	
                    Agency
                      Securities:
                      negotiable debt obligations of the Federal National Mortgage
                      Association
                      (FNMA) and Freddie Mac (collectively, “Agency
                      Securities”)
                      issued after July 18, 1984 and having a remaining maturity
                      of not more
                      than 1 year.

                  	
                    100

                  	
                    99

                  	
                    98.5

                  
	
                    (F)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 1 year
                      but not more
                      than 2 years.

                  	
                    100

                  	
                    98

                  	
                    97.7

                  
	
                    (G)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 2 years
                      but not
                      more than 3 years.

                  	
                    100

                  	
                    97

                  	
                    97.3

                  
	
                    (H)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 3 years
                      but not
                      more than 5 years.

                  	
                    100

                  	
                    96

                  	
                    94.5

                  
	
                    (I)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 5 years
                      but not
                      more than 7 years.

                  	
                    100

                  	
                    94

                  	
                    93.1

                  
	
                    (J)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 7 years
                      but not
                      more than 10 years.

                  	
                    100

                  	
                    93

                  	
                    90.7

                  
	
                    (K)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 10 years
                      but not
                      more than 20 years.

                  	
                    100

                  	
                    88

                  	
                    87.7

                  
	
                    (L)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 20 years
                      but not
                      more than 30 years.

                  	
                    100

                  	
                    86

                  	
                    84.4

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      
        	
                HSBC
                  Bank USA, National Association

              	
                HSBC
                  Bank USA, National Association, not individually, but solely as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust with respect to the Nomura Home Equity Loan, Inc., Home Equity
                  Loan
                  Trust, Series 2007-2

              
	 	 
	
                By: _____________________________

                Name

                Title:

                Date:

              	
                By:_____________________________

                Name:

                Title:

                Date:

              


      

       

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q

       

      SWAP
        AGREEMENT

      
        


      

       

      HSBC
        Bank
        USA, National Association

      452
        Fifth
        Avenue

      New
        York,
        NY  10018

      Fax: 
        (212)525-5517

      
 

      
        	
                DATE:

              	
                January
                  31, 2007

              
	 	 
	
                TO:

              	
                HSBC
                  Bank USA, National Association,
                  not in its individual capacity but solely in its capacity as Supplemental
                  Interest Trust Trustee on behalf of the Supplemental Interest Trust
                  with
                  respect to the Nomura Home Equity Loan, Inc., Home Equity Loan
                  Trust,
                  Series 2007-2

              
	 	 
	
                ATTENTION:

              	
                HSBC
                  Bank USA, National Association

                452
                  Fifth Ave.

                New
                  York, NY 10018

              
	
                FACSIMILE:

              	
                212-525-1300

              
	 	 
	 	
                with
                  a copy to:

              
	 	 
	
                ATTENTION:

              	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  MD 21045

                Attn:
                  Client Manager, NHEL 2007-2

              
	
                FACSIMILE:

              	
                410-715-2380

              
	 	 
	
                FROM:

              	
                HSBC
                  Bank USA, National Association

              
	
                FACSIMILE:

              	
                212-525-5517

              
	 	 
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation

              
	 	 
	
                REFERENCE
                  NUMBER:

              	
                454006HN

              


      

      


      


      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
        HSBC Bank USA, National Association (“Party
        A”)
        and
        HSBC Bank USA, National Association, not individually, but solely as
        supplemental interest trust trustee (the “Supplemental Interest Trust Trustee”)
        on behalf of the supplemental interest trust with respect to the Nomura Home
        Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the “Supplemental
        Interest Trust”)
        (“Party
        B”)
        created
        under the Pooling and Servicing Agreement, dated as of January 1, 2007, among
        Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
        Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
        Wells
        Fargo Bank, N.A., as master servicer (the “Master
        Servicer”)
        and
        securities administrator (the “Securities
        Administrator”),
        Owcen
        Loan Servicing, LLC, Select Portfolio Servicing Inc. and Equity One Inc.,
        each
        as servicer (each a “Servicer”
and
        collectively, the “Servicers”)
        and
        HSBC Bank USA, National Association, not in its individual capacity, but
        solely
        as trustee (the “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 3 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 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 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.

                

              


      

       

      
        
          	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 Notional
                  Amount
                  as
                  set forth in Schedule I, which is attached hereto and incorporated
                  by
                  reference into this Confirmation

              
	 	 	 
	 	
                Trade
                  Date:

              	
                January
                  29, 2007

              
	 	 	 
	 	
                Effective
                  Date:

              	
                July
                  25, 2007

              
	 	 	 
	 	
                Termination
                  Date:

              	
                January
                  25, 2012

              
	 	 	 
	 	
                Additional
                  Fixed Amount:

              	
                As
                  per side agreement

              
	 	 	 
	 	
                Fixed
                  Amounts:

              	 
	 	 	 	 
	 	 	
                Fixed
                  Amount Payer:

              	
                Party
                  B

              
	 	 	 	 
	 	 	
                Fixed
                  Rate Payer Period End Dates:

              	
                The
                  25th
                  calendar day of each month, commencing on August 25, 2007 and ending
                  on
                  the Termination Date, subject to No Adjustment.

              
	 	 	 	 
	 	 	
                No
                  Adjustment to Period End Dates:

              	
                Applicable

              
	 	 	 	 
	 	 	
                Fixed
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. The Fixed Rate payer Payment Date
                  shall be
                  one Business Day prior to such Fixed Rate payer period End
                  Date.

              
	 	 	 	 
	 	 	
                Fixed
                  Rate:

              	
                5.300000
                  %

              
	 	 	 	 
	 	 	
                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, commencing on August 25, 2007 and ending
                  on
                  the Termination Date, subject to adjustment in accordance with
                  the
                  Following Business Day Convention

              
	 	 	 	 
	 	 	
                Floating
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. The Floating Rate payer Payment Date
                  shall be
                  one Business Day prior to such Fixed Rate payer period End
                  Date.

              
	 	 	 	 
	 	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 	 	 
	 	 	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 	 	 
	 	 	
                Floating
                  Rate for Initial Calculation Period:

              	
                To
                  be determined

              
	 	 	 	 
	 	 	
                Spread:

              	
                None

              
	 	 	 	 
	 	 	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360

              
	 	 	 	 
	 	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period

              
	 	 	 	 
	 	 	
                Compounding:

              	
                Inapplicable

              
	 	 	 	 
	 	 	
                Business
                  Days

              	
                New
                  York

              


      

      


      
        
          
            	3.	
                    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 Section 5(a)(i) is hereby amended
                by
                replacing the word “third” with the word “first”; provided, further, that
                notwithstanding anything to the contrary in Section 5(a)(i), any
                failure
                by Party A to comply with or perform any obligation to be complied
                with or
                performed by Party A under the Credit Support Annex shall not constitute
                an Event of Default under Section 5(a)(i) unless (A) a Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more Local
                Business Days, and (B) such failure is not remedied on or before
                the third
                Local Business Day after notice of such failure is given to Party
                A.

            


      


      	(ii)  	
              The
                “Breach
                of Agreement”
                provisions of Section 5(a)(ii) will apply to Party A and will not
                apply to
                Party B.

            


      


      	(iii)  	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will apply to Party A and will not
                apply
                to Party B except that Section 5(a)(iii)(1) will apply to Party B
                solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex; provided, however, that notwithstanding anything to
                the
                contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                with or
                perform any obligation to be complied with or performed by Party
                A under
                the Credit Support Annex shall not constitute an Event of Default
                under
                Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event has
                occurred and been continuing for 30 or more Local Business Days,
                and (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


      


      


      	(iv)  	
              The
                “Misrepresentation”
                provisions of Section 5(a)(iv) will apply to Party A and will not
                apply to
                Party B. 

            


      


      	(v)  	
              The
                “Default
                under Specified Transaction”
                provisions of Section 5(a)(v) will apply to Party A and will not
                apply to
                Party B.

            


      


      	(vi)  	
              The
                “Cross
                Default”
                provisions of Section 5(a)(vi) will apply to Party A and will not
                apply to
                Party B. For purposes of Section 5(a)(vi), solely with respect to
                Party
                A:

            


      


      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include obligations in respect of deposits received in the
        ordinary course of Party A’s banking business.

      


      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
        if applicable, the Eligible Guarantor. 

      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be determined in accordance with generally accepted accounting
        principles.

      


      	(vii)  	
              The
                “Bankruptcy”
                provisions of Section 5(a)(vii) will apply to Party A and will apply
                to
                Party B except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), (6) as amended, or
                (7)”.

            


      


      	(viii)  	
              The
                “Merger
                Without Assumption”
                provisions of Section 5(a)(viii) will apply to Party A and will not
                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 except that,
                  for
                  purposes of the application of Section 5(b)(ii) to Party A, Section
                  5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                  a taxing authority, or brought in a court of competent jurisdiction,
                  on or
                  after the date on which a Transaction is entered into (regardless
                  of
                  whether such action is taken or brought with respect to a party
                  to this
                  Agreement) or (y)”, and the “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party B.
                  

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

       

      (e) The
        “Automatic
        Early Termination”
        provision of Section 6(a) will not apply to Party A and will not apply to
        Party
        B.


      (f) Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      	(i)  	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


      


      
        	 	
                (A)

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, a Firm Offer which is
        (1)
        made by a Reference Market-maker that is an Eligible Replacement, (2) for
        an
        amount that would be paid to Party B (expressed as a negative number) or
        by
        Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (3) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date is to be included.
        

      


      
        	 	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

      


      “Settlement
        Amount”
        means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to: 

      


      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  has been accepted by Party B so as to become legally binding and
                  one or
                  more Market Quotations from
                  Approved Replacements have
                  been made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding and no Market
                  Quotation from an Approved Replacement remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal Party
                  B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.

              


      

      


      
        	 	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

      


      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      	(ii)  	
              The
                Second Method will apply.

            


      


      (g) “Termination
        Currency”
        means
        USD.

      


      (h) Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      Part
        2.  Tax
        Matters.

      


      (a) Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A) Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on: (i) the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
        agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
        the
        accuracy and effectiveness of any document provided by the other party pursuant
        to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
        of
        the agreement of the other party contained in Section 4(d) of this Agreement,
        provided that it shall not be a breach of this representation where reliance
        is
        placed on clause (ii) and the other party does not deliver a form or document
        under Section 4(a)(iii) by reason of material prejudice to its legal or
        commercial position.

      


      (B) Party
        B
        makes the following representation(s):

      


      None.

       

      
        
          	 	
                  (ii)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(f) of this Agreement:
                    

                


        

         

      

      (A) Party
        A
        makes the following representation(s):

      


      Party
        A
        is a national banking association organized under the federal laws of the
        United
        States and its U.S. taxpayer identification number is 20-1177241. 

      


      (B) Party
        B
        makes the following representation(s):

      


      None. 

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B
                  shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

      


      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 

      


      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

              	 	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form W-9
                  or other applicable form (or successor thereto), together with
                  appropriate
                  attachments, 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

              	 	
                Party
                  B will deliver at closing a correct, complete and duly executed
                  U.S.
                  Internal Revenue Service Form W-9 or other applicable form (or
                  successor
                  thereto), together with appropriate attachments, and may deliver
                  other
                  tax forms
                  relating to the beneficial owner of payments to Party B under this
                  Agreement from time to time 

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party A, (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

              


      

      


      


      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	 	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              	 	
                Covered
                  by Section 3(d) Representation

              
	
                Party
                  A and

                Party
                  B

              	 	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                Yes

              
	
                Party
                  A and

                Party
                  B

              	 	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                Yes

              
	
                Party
                  A

              	 	
                Annual
                  Financial Statements as set forth in Party A’s Call Report 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

              	 	
                Promptly
                  upon request made by Party B

              	 	
                Yes

              
	
                Party
                  A

              	 	
                Quarterly
                  Financial Statements as set forth in Party A’s Call Report 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

              	 	
                Promptly
                  upon request made by Party B

              	 	
                Yes

              
	
                Party
                  A

              	 	
                An
                  opinion of counsel to Party A satisfactory in form and substance
                  to Party
                  B

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                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:

              	
                452
                  Fifth Avenue, New York, NY 10018

              
	 	
                Attention:

              	
                Christian
                  McGreevy

              
	 	
                Facsimile:

              	
                212-525-8710

              
	 	
                Telephone:

              	
                212-525-5517

              


      

      


      Please
        direct all settlement inquiries to:

       

      


      
        	 	
                HSBC
                  Bank USA, National Association

              
	 	
                Derivative
                  Settlements

              
	 	
                Attention:

              	
                Jeffrey
                  Lombino

              
	 	
                Telephone:

              	
                (212)
                  525-5393

              
	 	
                Fax:

              	
                (212)
                  525-6903

              


      

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to Party B:

      


      
        	 	
                Attention:

              	
                HSBC
                  BANK USA, National Association

                452
                  Fifth Ave.

                New
                  York, NY 10018

              
	 	
                Facsimile:

              	
                212-525-1300

              
	 	 	
                with
                  a copy to:

              
	 	
                Attention:

              	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  MD 21045

                Attn:
                  Client Manager, NHEL 2007-2

              
	 	
                Facsimile:

              	
                410-715-2380

              


      

      


      


      (For
        all
        purposes)

      


      (b) Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section and Party A agrees that, for purposes of Section 6(b) of
                  this
                  Agreement, it shall not in the future have any Office other than
                  one in
                  the United States.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      Party
        B
        is not a Multibranch Party.

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A; provided, however, that if an
                  Event of
                  Default shall have occurred with respect to Party A, Party B shall
                  have
                  the right to appoint as Calculation Agent a third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

      


      


      


      (f) Credit
        Support Document. 

      


      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      Party
        B: The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B: None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.“Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party 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) Conditions
        Precedent. Section
        2(a)(iii) is hereby amended by adding the following at the end thereof:


      


      Notwithstanding
        anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
        with
        respect to Party B or Potential Event of Default with respect to Party B
        has
        occurred and been continuing for more than 30 Local Business Days and no
        Early
        Termination Date in respect of the Affected Transactions has occurred or
        been
        effectively designated by Party A, the obligations of Party A under Section
        2(a)(i) shall cease to be subject to the condition precedent set forth in
        Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
        of
        Default or such Potential Event of Default (the “Specific
        Event”);
        provided, however, for the avoidance of doubt, the obligations of Party A
        under
        Section 2(a)(i) shall be subject to the condition precedent set forth in
        Section
        2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
        occurrence of the same Event of Default with respect to Party B or Potential
        Event of Default with respect to Party B after the Specific Event has ceased
        to
        be continuing and with respect to any occurrence of any other Event of Default
        with respect to Party B or Potential Event of Default with respect to Party
        B
        that occurs subsequent to the Specific Event. 

      


      
        	 	
                (iii)

              	
                Change
                  of Account.
                  Section 2(b) is hereby amended by the addition of the following
                  after the
                  word “delivery” in the first line
                  thereof:

              


      

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

      


      
        	 	
                (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 and (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.

              


      

       

      
        	 	
                (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) by deleting the words “to transfer” and inserting the words “to
                  effect a Permitted Transfer” in lieu
                  thereof.

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      	(i)  	
              First
                Rating Trigger Collateral.
                If
                (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                Party
                A has failed to comply with or perform any obligation to be complied
                with
                or performed by Party A in accordance with the Credit Support Annex,
                then
                an Additional Termination Event shall have occurred with respect
                to Party
                A and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event. 

            


      


      	(ii)  	
              Second
                Rating Trigger Replacement.
                If
                (A) a Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and (B) (i) at least one Eligible
                Replacement has made a Firm Offer to be the transferee of all of
                Party A’s
                rights and obligations under this Agreement (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Replacement
                upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                has made
                a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Guarantor
                immediately upon acceptance by the offeree), then an Additional
                Termination Event shall have occurred with respect to Party A and
                Party A
                shall be the sole Affected Party with respect to such Additional
                Termination Event. 

            


      


      
        	 	
                (iii)

              	
                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, on the day that is four Business Days prior to
                  the final
                  Distribution Date specified in the Optional Termination Notice,
                  no later
                  than 4:00 pm New York City time the Trustee requests the amount
                  of the
                  Estimated Swap Termination Payment, Party A shall provide to the
                  Trustee
                  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 Trustee provides
                  written notice (which may be done in electronic format) to Party
                  A no
                  later than two Business Days prior to the final Distribution Date
                  specified in the Optional Termination Notice that all requirements
                  of the
                  Optional Termination have been met, then Party A shall, no later
                  than one
                  Business Day prior to the final Distribution Date specified in
                  the
                  Optional Termination Notice, make the calculations contemplated
                  by Section
                  6(e) of the ISDA Master Agreement (as amended herein) and provide
                  to the
                  Trustee in writing (which may be done in electronic format) the
                  amount
                  payable by either Party B or Party A in respect of the related
                  Early
                  Termination Date in
                  connection with this Additional Termination Event; provided, however,
                  that
                  the amount payable by Party B, if any, in respect of the related
                  Early
                  Termination Date shall be the lesser of (x) the amount calculated
                  to be
                  due by Party B pursuant to Section 6(e) and (y) the Estimated Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice. 

              


      

      


      The
        Trustee shall be an express third party beneficiary of this Agreement as
        if a
        party hereto to the extent of the Trustee’s rights specified herein.


      


      
        	 	
                (iv)

              	
                Amendment
                  of 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 (excluding, for the avoidance of doubt, any amendment
                  to the
                  Pooling and Servicing Agreement that is entered into solely for
                  the
                  purpose of appointing a successor servicer, master servicer, securities
                  administrator, trustee or other service provider), an Additional
                  Termination Event shall have occurred with respect to Party B and
                  Party B
                  shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

      


      
        	 	
                (iv)

              	
                Information
                  Required by Regulation AB. If
                  Party A fails to comply with the provisions of Part 5(e) upon the
                  occurrence of a Swap Disclosure Event, 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.

              


      

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold (such event, a “Required
                  Ratings Downgrade Event”),
                  then Party A shall, as soon as reasonably practicable and so long
                  as a
                  Required Ratings Downgrade Event is in effect, at its own expense,
                  using
                  commercially reasonable efforts, procure either (A) a Permitted
                  Transfer
                  or (B) an Eligible Guarantee. 

              


      

      


      
        	
                (e)

              	
                Compliance
                  with Regulation AB. (i)
                  For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                  (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                  under the Securities Act of 1933, as amended, and the Securities
                  Exchange
                  Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                  by the Securities and Exchange Commission and its staff, if the
                  Depositor
                  or Party B makes a determination, acting reasonably and in good
                  faith,
                  that (x) the applicable “significance percentage” with respect to this
                  Agreement has been reached, and (y) it has a reporting obligation
                  under
                  the Exchange Act (a “Swap Disclosure Event”), then Party A shall (or shall
                  cause its Credit Support Provider to), within ten (10) calendar
                  days after
                  notice to that effect, at its sole expense, take one of the following
                  actions (each subject to satisfaction of the Rating Agency Condition):
                  (1)
                  provide (including, if permitted by Regulation AB, provision by
                  reference
                  to reports filed pursuant to the Exchange Act or otherwise publicly
                  available information): (A) the financial data required by Item
                  301 of
                  Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B)
                  financial statements meeting the requirements of Regulation S-X
                  (17 C.F.R.
                  §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                  and
                  Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
                  210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial
                  information as may at the time be required or permitted to be provided
                  in
                  satisfaction of the requirements of Item 1115(b), together with
                  accountants consents and/or a procedure letter relating thereto;
                  or (2)
                  secure an Approved Replacement that is able to comply with the
                  requirements of Item 1115(b) of Regulation AB to replace Party
                  A as party
                  to this Agreement, on substantially similar terms, the debt rating
                  of
                  which entity (or credit support provider therefor) meets or exceeds
                  the
                  applicable requirements of the applicable Rating
                  Agencies.

              


      

      


      (ii)
        For
        so long as the aggregate significance percentage is 10% or more, Party A
        shall
        (or shall cause its Credit Support Provider to) provide any updates to the
        information provided pursuant to clause (i)(1) above to the Depositor within
        five (5) Business Days following availability thereof (but in no event more
        than
        45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
        for any half-year update, and in no event more than 90 days after the end
        of
        each of Party A’s Credit Support Provider’s fiscal year for any annual
        update).

      


      (iii)
        All
        information provided pursuant to clauses (i)(1) and (ii) above (all such
        information, “Swap Financial Disclosure”) shall be in a form suitable for
        conversion to the format required for filing by the Depositor with the
        Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
        In
        addition, any such information, if audited, shall be accompanied by any
        necessary auditor’s consents or, if such information is unaudited, shall be
        accompanied by an appropriate agreed-upon procedures letter from Party A’s
        accountants. If permitted by Regulation AB, any such information may be provided
        by reference to or 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 paragraph (iii) above or causes
        its
        Credit Support Provider to provide Swap Financial Disclosure to Depositor
        in
        accordance with paragraph (iii) above, it will indemnify and hold harmless
        Depositor, its respective directors or officers and any person controlling
        Depositor, from and against any and all losses, claims, damages and liabilities
        (any “Damage”) 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; provided, however that the foregoing shall not apply to any Damage
        caused by the negligence or any willful action of Depositor or any other
        party
        (other than Party A or any of its affiliates or any of their respective agents),
        including without limitation any failure to calculate the Significance
        Percentage according to the terms of this Agreement or to make any filing
        as and
        when required under Regulation AB.

      


      (v)
        Third
        Party Beneficiary. The Depositor shall be an express third party beneficiary
        of
        this Agreement as if a party hereto to the extent of the Depositor’s rights
        explicitly specified in this Part 5(e).

      


      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i) Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        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.
        At any time at which no Relevant Entity has credit ratings at least equal
        to the
        Approved Ratings Threshold, Party A may make a Permitted Transfer.”


       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, take any reasonable steps
                  required to be taken by Party B to effect such transfer.
                  

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and 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 , in accordance
                  with the priority of payments and other terms of the Pooling and
                  Servicing
                  Agreement and that Party A will not have any recourse to any of
                  the
                  directors, officers, employees, shareholders or affiliates of the
                  Party B
                  with respect to any claims, losses, damages, liabilities, indemnities
                  or
                  other obligations in connection with any transactions contemplated
                  hereby.
                  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 Distribution
                  Date
                  immediately 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.

              


      

      


      
        	
                (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, 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 Limitation of Liability. It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed and delivered by HSBC Bank USA, National
                  Association, not individually or personally but solely as the Supplemental
                  Interest Trust Trustee, in the exercise of the powers and authority
                  conferred and vested in it under the Pooling and Servicing Agreement,
                  (b)
                  the representations, warranties, covenants, undertakings and agreements
                  herein made on the part of the Supplemental Interest Trust are
                  made and
                  intended not as personal representations, undertakings and agreements
                  by
                  HSBC Bank USA, National Association but are made and intended for
                  the
                  purpose of binding only the Supplemental Interest Trust, (c) nothing
                  herein contained shall be construed as creating any liability on
                  HSBC Bank
                  USA, National Association, individually or personally, to perform
                  any
                  covenant either expressed or implied contained herein, all such
                  liability,
                  if any, being expressly waived by the parties who are signatories
                  to this
                  Agreement and by any person claiming by, through or under such
                  parties and
                  (d) under no circumstances shall HSBC Bank USA, National Association
                  be
                  personally liable for the payment of any indemnity, indebtedness,
                  fees or
                  expenses of the Supplemental Interest Trust or be liable for the
                  breach or
                  failure of any obligation, representation, warranty or covenant
                  made or
                  undertaken by the Supplemental Interest Trust 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)

              	
                Party
                  A acknowledges that the Supplemental Interest Trust Trustee and
                  the
                  Securities Administrator have been appointed as agents under the
                  Pooling
                  and Servicing Agreement to carry out certain functions on behalf
                  of Party
                  B, and that the Supplemental Interest Trust Trustee and the Securities
                  Administrator shall be entitled to give notices and to perform
                  and satisfy
                  the obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      
        	
                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, 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)

              	
                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)

              	
                Additional
                  representations.

              


      

      


      
        	 	
                (i)

              	
                Representations
                  of Party A.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that:--

              


      

       

      
        	 	
                (1)

              	
                Party
                  A’s obligations under this Agreement rank pari passu with all of
                  Party A’s
                  other unsecured, unsubordinated obligations except those obligations
                  preferred by operation of law.

              


      

      


      
        	 	
                (2)

              	
                Party
                  A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                  execution, delivery and performance of this Agreement (including
                  the
                  Credit Support Annex and each Confirmation) have been approved
                  by its
                  board of directors or its loan committee, such approval is reflected
                  in
                  the minutes of said board of directors or loan committee, and this
                  Agreement (including the Credit Support Annex and each Confirmation)
                  will
                  be maintained as one of its official records continuously from
                  the time of
                  its execution (or in the case of any Confirmation, continuously
                  until such
                  time as the relevant Transaction matures and the obligations therefor
                  are
                  satisfied in full).

              


      

      


      
        	 	
                (ii)

              	
                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 the Supplemental
                  Interest Trust Trustee executes this Agreement that it is executing
                  the
                  Agreement in its capacity as Supplemental Interest Trust
                  Trustee.

              


      

       

      
        	
                (w)

              	
                Acknowledgements.

              


      

      


      
        	 	
                (ii)

              	
                Bankruptcy
                  Code.
                  Subject to Part 5(m), without limiting the applicability if any,
                  of any
                  other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                  Code”) (including without limitation Sections 362, 546, 556, and 560
                  thereof and the applicable definitions in Section 101 thereof),
                  the
                  parties acknowledge and agree that all Transactions entered into
                  hereunder
                  will constitute “forward contracts” or “swap agreements” as defined in
                  Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                  Section 761 of the Bankruptcy Code, that the rights of the parties
                  under
                  Section 6 of this Agreement will constitute contractual rights
                  to
                  liquidate Transactions, that any margin or collateral provided
                  under any
                  margin, collateral, security, pledge, or similar agreement related
                  hereto
                  will constitute a “margin payment” as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities entitled to
                  the rights
                  under, and protections afforded by, Sections 362, 546, 556, and
                  560 of the
                  Bankruptcy Code.

              


      

       

      
        	
                (x)

              	
                [Reserved]

              


      

       

      
        	
                (y)

              	
                Third
                  Party Beneficiary.
                  Wells Fargo Bank, N.A. is a third party beneficiary of this agreement
                  and
                  is entitled to the rights and benefits hereunder and may enforce
                  the
                  provisions hereof as if were a party
                  hereto.

              


      

       

      (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, the Moody’s First Trigger
        Ratings Threshold and the DBRS Approved Ratings Threshold.

       

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “DBRS”
        means
        Dominion Bond Rating Service, or any successor thereto. 

       

      


       

      “DBRS
        Approved Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
        DBRS of “R-1(middle)”.

       

      “DBRS
        Required Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a
        long-term unsecured and unsubordinated debt rating from DBRS of
“BBB”.

       

      


      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party or (iii) an Additional Termination Event with respect to which Party
        A is
        the sole Affected Party.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) 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, and either (A) a law firm
        has given a legal opinion confirming that none of the guarantor’s payments to
        Party B under such guarantee will be subject to Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings at least equal to the S&P Approved
        Ratings Threshold and the DBRS
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, 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 at least equal to the S&P Approved
        Ratings Threshold and the DBRS
        Approved Ratings Threshold, and (b) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, 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 the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        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. 

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        or the
        second sentence of Section 7 (as amended herein) to a transferee (the
“Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
        would not be required to withhold or deduct on account of Tax from any payments
        under this Agreement or would be required to gross up for such Tax under
        Section
        2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
        as a
        result of such transfer; (e) pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, 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 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”
        shall
        have the meaning assigned thereto in Part 5(d).

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
        Ratings Threshold and the DBRS Required Ratings Threshold.

       

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”.

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of Moody’s,
        DBRS
and
        S&P,
        to the
        extent that each such rating agency is then providing a rating for any of
        the
        Nomura
        Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

      


      


      [Remainder
        of this page intentionally left blank.]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Account
        Details and Settlement Information:  

       

      


      
        	
                Payments
                  to Party A:

              	
                HSBC
                  Bank USA, National Association

                ABA
                  # 021-001-088

                For
                  credit to Department 299

                A/C:
                  000-04929-8

                HSBC
                  Derivative Products Group

              
	 	 
	
                Payments
                  to Party B:

              	
                Wells
                  Fargo Bank, N.A.

                ABA
                  # 121-000-248

                For
                  Credit to: SAS Clearing

                A/C:
                  3970771416

                FFC:
                  NHEL 2007-2, Supplemental Interest Trust,
                  #50984601

              


      

      


      


      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.

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      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,

              	 
	 	 
	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Antonia Landgraf

              	 	 
	
                Name:

              	
                Antonia
                  Landgraf

              	 	 
	
                Title:

              	
                Assistant
                  Vice President

              	 	 


      

      


      


      
        	
                By:

              	
                /s/
                  Charleen Collins

              	 	 
	
                Name:

              	
                Charleen
                  Collins

              	 	 
	
                Title:

              	
                Vice
                  President

              	 	 


      

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      HSBC
        BANK
        USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST
        TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
        THE
        NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
        2007-2

      


      


      
        	
                By:

              	
                /s/
                  Elena Zheng

              	 	 
	
                Name:

              	
                Elena
                  Zheng

              	 	 
	
                Title:

              	
                Assistant
                  Vice President

              	 	 


      

      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      All
        such
        dates subject to No Adjustment with respect to Fixed Rate Payer Period End
        Dates
        and adjustment in accordance with the Following Business Day Convention with
        respect to Floating Rate Payer Period End Dates

      


      


      
        	
                For
                  the Calculation Periods

              	
                Notional
                  Amount

              
	
                From
                  and including:

              	
                To
                  but excluding:

              	
                in
                  USD:

              
	
                The
                  Effective Date

              	
                August
                  25, 2007

              	
                735,838,000.00

              
	
                August
                  25, 2007

              	
                September
                  25, 2007

              	
                704,527,000.00

              
	
                September
                  25, 2007

              	
                October
                  25, 2007

              	
                673,488,000.00

              
	
                October
                  25, 2007

              	
                November
                  25, 2007

              	
                642,956,000.00

              
	
                November
                  25, 2007

              	
                December
                  25, 2007

              	
                612,989,000.00

              
	
                December
                  25, 2007

              	
                January
                  25, 2008

              	
                584,192,000.00

              
	
                January
                  25, 2008

              	
                February
                  25, 2008

              	
                556,629,000.00

              
	
                February
                  25, 2008

              	
                March
                  25, 2008

              	
                530,294,000.00

              
	
                March
                  25, 2008

              	
                April
                  25, 2008

              	
                505,095,000.00

              
	
                April
                  25, 2008

              	
                May
                  25, 2008

              	
                481,050,000.00

              
	
                May
                  25, 2008

              	
                June
                  25, 2008

              	
                457,578,000.00

              
	
                June
                  25, 2008

              	
                July
                  25, 2008

              	
                432,707,000.00

              
	
                July
                  25, 2008

              	
                August
                  25, 2008

              	
                377,933,000.00

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                286,161,000.00

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                256,646,000.00

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                239,998,000.00

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                159,803,000.00

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                141,158,000.00

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                133,697,000.00

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                126,960,000.00

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                120,765,000.00

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                115,420,000.00

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                110,212,000.00

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                105,227,000.00

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                96,463,000.00

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                86,543,000.00

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                81,417,000.00

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                77,422,000.00

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                71,054,000.00

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                66,762,000.00

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                64,216,000.00

              
	
                February
                  25, 2010

              	
                March
                  25, 2010

              	
                61,768,000.00

              
	
                March
                  25, 2010

              	
                April
                  25, 2010

              	
                59,414,000.00

              
	
                April
                  25, 2010

              	
                May
                  25, 2010

              	
                57,150,000.00

              
	
                May
                  25, 2010

              	
                June
                  25, 2010

              	
                54,973,000.00

              
	
                June
                  25, 2010

              	
                July
                  25, 2010

              	
                52,879,000.00

              
	
                July
                  25, 2010

              	
                August
                  25, 2010

              	
                50,866,000.00

              
	
                August
                  25, 2010

              	
                September
                  25, 2010

              	
                48,929,000.00

              
	
                September
                  25, 2010

              	
                October
                  25, 2010

              	
                47,067,000.00

              
	
                October
                  25, 2010

              	
                November
                  25, 2010

              	
                45,276,000.00

              
	
                November
                  25, 2010

              	
                December
                  25, 2010

              	
                43,540,000.00

              
	
                December
                  25, 2010

              	
                January
                  25, 2011

              	
                41,884,000.00

              
	
                January
                  25, 2011

              	
                February
                  25, 2011

              	
                40,291,000.00

              
	
                February
                  25, 2011

              	
                March
                  25, 2011

              	
                38,736,000.00

              
	
                March
                  25, 2011

              	
                April
                  25, 2011

              	
                37,264,000.00

              
	
                April
                  25, 2011

              	
                May
                  25, 2011

              	
                35,848,000.00

              
	
                May
                  25, 2011

              	
                June
                  25, 2011

              	
                34,439,000.00

              
	
                June
                  25, 2011

              	
                July
                  25, 2011

              	
                33,070,000.00

              
	
                July
                  25, 2011

              	
                August
                  25, 2011

              	
                31,809,000.00

              
	
                August
                  25, 2011

              	
                September
                  25, 2011

              	
                30,463,000.00

              
	
                September
                  25, 2011

              	
                October
                  25, 2011

              	
                29,268,000.00

              
	
                October
                  25, 2011

              	
                November
                  25, 2011

              	
                28,120,000.00

              
	
                November
                  25, 2011

              	
                December
                  25, 2011

              	
                26,818,000.00

              
	
                December
                  25, 2011

              	
                The
                  Termination Date

              	
                25,749,000.00

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 January 31, 2007 between

      HSBC
        Bank
        USA, National Association (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

      HSBC
        Bank
        USA, National Association, not individually, but solely as Supplemental Interest
        Trust Trustee on behalf of the Supplemental Interest Trust with respect to
        the
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2
        (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 January 31, 2007 between
        Party
        A and Party B, Reference Number 454006HN.

      


       

      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/DBRS Credit Support Amount for such
                  Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        	 	
                (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/DBRS Value as of such Valuation Date of
                  all Posted Credit Support held by the Secured Party exceeds (b)
                  the
                  S&P/DBRS Credit Support Amount for such Valuation Date,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      	(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/DBRS
                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.
                

            


       

      On
        any
        date, the items set forth in Schedule I will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral to be denominated in
        USD).

       

      	(iii)  	
              Other
                Eligible Support. 

            


       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      	(iv)  	
              Threshold.

            


       

      	(A)  	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


       

      	(B)  	
              “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 50,000 with respect to Party A and Party
                B.

            


       

      	(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; provided, however, that if an Event of Default shall
                have
                occurred with respect to which Party A is the Defaulting Party, Party
                B
                shall have the right to designate as Valuation Agent an independent
                party,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A. All calculations by the Valuation Agent must be made in
                accordance with standard market practice, including, in the event
                of a
                dispute as to the Value of any Eligible Credit Support or Posted
                Credit
                Support, by making reference to quotations received by the Valuation
                Agent
                from one or more Pricing Sources.

            


       

      	(ii)  	
              “Valuation
                Date” means
                each Local Business Day on which any of the S&P/DBRS Credit Support
                Amount, the Moody’s First Trigger Credit Support Amount or the Moody’s
                Second Trigger Credit Support Amount is greater than
                zero.

            


       

      	(iii)  	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


       

      	(iv)  	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


       

      	(v)  	
              External
                Verification. 
                Notwithstanding anything to the contrary in the definitions of Valuation
                Agent or Valuation Date, at any time at which Party A (or, to the
                extent
                applicable, its Credit Support Provider) does not have a long-term
                unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                the S&P/DBRS Value of Posted Credit Suppport on each Valuation Date
                based on internal marks and (B) verify such calculations with external
                marks monthly by obtaining on the last Local Business Day of each
                calendar
                month two external marks for each Transaction to which this Annex
                relates
                and for all Posted Credit Suport; such verification of the Secured
                Party’s
                Exposure shall be based on the higher of the two external marks.
                Each
                external mark in respect of a Transaction shall be obtained from
                an
                independent Reference Market-maker that would be eligible and willing
                to
                enter into such Transaction in the absence of the current derivative
                provider, provided that an external mark may not be obtained from
                the same
                Reference Market-maker more than four times in any 12-month period.
                The
                Valuation Agent shall obtain these external marks directly or through
                an
                independent third party, in either case at no cost to Party B. The
                Valuation Agent shall calculate on each Valuation Date (for purposes
                of
                this paragraph, the last Local Business Day in each calendar month
                referred to above shall be considered a Valuation Date) the Secured
                Party’s Exposure based on the greater of the Valuation Agent’s internal
                marks and the external marks received. If the S&P/DBRS Value on any
                such Valuation Date of all Posted Credit Support then held by the
                Secured
                Party is less than the S&P/DBRS Credit Support Amount on such
                Valuation Date (in each case as determined pursuant to this paragraph),
                Party A shall, within three Local Business Days of such Valuation
                Date,
                Transfer to the Secured Party Eligible Credit Support having an
                S&P/DBRS Value as of the date of Transfer at least equal to such
                deficiency. 

            


       

      	(vi)  	
              Notice
                to S&P. 
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of the
                Secured
                Party’s Exposure and the S&P/DBRS Value of any Eligible Credit Support
                or Posted Credit Support for that Valuation Date. The Valuation Agent
                shall also provide to S&P any external marks received pursuant to the
                preceding paragraph.

            


       

      	(d)  	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.
                The following Termination Events will be a “Specified
                Condition”
                for the party specified (that party being the Affected Party if the
                Termination Event occurs with respect to that party): With respect
                to
                Party A: any Additional Termination Event with respect to which Party
                A is
                the sole Affected Party. With respect to 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/DBRS 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
        sum of (A) the product of (1)(x) the bid price at the Valuation Time for
        such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the bid price for such securities quoted at the Valuation
        Time by any principal market maker for such securities selected by the Valuation
        Agent, or (z) if no such bid price is listed or quoted for such date, the
        bid
        price listed or quoted (as the case may be) at the Valuation Time for the
        day
        next preceding such date on which such prices were available and (2) the
        applicable Valuation Percentage for such Eligible Collateral, and (B) the
        accrued interest on such securities (except to the extent Transferred to
        the
        Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
        referred to in the immediately preceding clause (A)) as of such
        date.

       

      	(iii)  	
              Alternative.
                The provisions of Paragraph 5 will apply.

            


       

      	(g)  	
              Holding
                and Using Posted
                Collateral.

            


       

      	(i)  	
              Eligibility
                to Hold Posted Collateral; Custodians.  Party
                B (or any Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b). 

            


       

      Party
        B
        may appoint as Custodian (A) the entity then serving as Securities Administrator
        or (B) any entity other than the entity then serving as Securities Administrator
        if such other entity (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)(i) will not apply to Party B, but the
                provisions of Paragraph 6(c)(ii) will apply to Party B.
                

            


       

      	(h)  	
              Distributions
                and Interest Amount.

            


       

      	(i)  	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A (unless (x) an Event of Default or an Additional
                Termination Event has occurred with respect to which Party A is the
                defaulting or sole Affected Party or (y) an Early Termination Date
                has
                been designated, in which case such investment shall be held uninvested).
                Gains and losses incurred in respect of any investment of Posted
                Collateral in the form of Cash in Permitted Investments as directed
                by
                Party A shall be for the account of Party
                A.

            


       

      	(ii)  	
              Transfer
                of Interest Amount.
                The Transfer of the Interest Amount will be made on the second Local
                Business Day following the end of each calendar month and on any
                other
                Local Business Day on which Posted Collateral in the form of Cash
                is
                Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                however,
                that the obligation of Party B to Transfer any Interest Amount to
                Party A
                shall be limited to the extent that Party B has earned and received
                such
                funds and such funds are available to Party B.


            


       

      	(iii)  	
              Alternative
                to Interest Amount.
                The provisions of Paragraph 6(d)(ii) will
                apply.

            


       

      	(i)  	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


       

      	(j)  	
              Other
                Eligible Support and Other Posted Support.

            


       

      	(i)  	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


       

      	(ii)  	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


       

      	(k)  	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian: 

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Client Manager - NHEL 2007-2

      Tel:
        410-884-2000

      Fax:
        410-715-2380

       

      	(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:

       

      HSBC
        Bank
        USA, National Association

      ABA
        #
        021-001-088

      For
        credit to Department 299

      A/C:
        000-04929-8

      HSBC
        Derivative Products Group

      


      Party
        B’s
        Custodian account details for holding collateral

       

      Wells
        Fargo Bank, N.A.

      ABA
        #
        121-000-248

      For
        Credit to: SAS Clearing

      A/C:
        3970771416

      FFC: 
        NHEL 2007-2, Posted Collateral Account, # 50984602

       

      	(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/DBRS Value, Moody’s First Trigger
                Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                by (A) deleting the words “a Value” and inserting in lieu thereof “an
                S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                Trigger Value” and (B) deleting the words “the Value” and inserting in
                lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.
                Paragraph 5(i) (flush language) is hereby amended by deleting the
                word
                “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”. Paragraph 5(i)(C) is
                hereby amended by deleting the word “the Value, if” and inserting in lieu
                thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value, as may be”. Paragraph 5(ii) is
                hereby amended by (1) deleting the first instance of the words “the Value”
                and inserting in lieu thereof “any one or more of the S&P/DBRS Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value”. Each of Paragraph 8(b)(iv)(B) and
                Paragraph 11(a) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “least of the S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”.
                

            


       

      	(iv)  	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as published and copyrighted in 1994 by the International
                Swaps and Derivatives Association, Inc.

            


       

      	(v)  	
              Events
                of Default.
                Paragraph 7 will not apply to cause any Event of Default to exist
                with
                respect to Party B except that Paragraph 7(i) will apply to Party
                B solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex. Notwithstanding anything to the contrary in Paragraph
                7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, and (B) such failure is not remedied
                on or before the third Local Business Day after notice of such failure
                is
                given to Party A.

            


       

      	(vi)  	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


       

      	(vii)  	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


       

      (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.

       

      “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:
        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 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 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 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 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
                  product of (1) the applicable Moody’s First Trigger Factor set forth in
                  Table 1 and (2) the Notional Amount for such Transaction for the
                  Calculation Period 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 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
        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
        Second Trigger 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 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
                  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 product of (i)
        the
        applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
        Notional Amount for such Transaction for the Calculation Period which includes
        such Valuation Date;
        or

       

      (2)
        if
        such Transaction is a Transaction-Specific Hedge, the
        product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
        and (ii) the Notional Amount for such Transaction for the Calculation Period
        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 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”.

      


      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Pricing
        Sources”
        means
        the sources of financial information commonly known as Bloomberg, Bridge
        Information Services, Data Resources Inc., Interactive Data Services,
        International Securities Market Association, Merrill Lynch Securities Pricing
        Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ
        Kenny,
        S&P and Telerate.

       

      “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 from S&P of “A+”.

      


      “S&P/DBRS
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P/DBRS Rating Threshold Event has
                  occurred and been continuing for at least 30 days, or (ii) a S&P/DBRS
                  Required Ratings Downgrade Event has occurred and is continuing,
                  an amount
                  equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                  Valuation Date and (2) the sum, for each Transaction to which this
                  Annex
                  relates, of the product of (i) the Volatility Buffer for such Transaction
                  and (ii) the Notional Amount of such Transaction for the Calculation
                  Period of such Transaction which includes such Valuation Date,
                  or
                  

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)         
         the
        Threshold for Party A for such Valuation Date.

       

      “S&P/DBRS
        Rating Threshold Event”
        means,
        on any date, no Relevant Entity has credit ratings from S&P which equal or
        exceed the S&P Approved Ratings Threshold and the DBRS Approved Ratings
        Threshold.

       

      “S&P/DBRS
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold and the DBRS Required Ratings Threshold.

       

      “S&P/DBRS
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P 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 otherwise
        is not a specific dollar amount that is fixed at the inception of the
        Transaction, (ii) an interest rate cap, (iii) an interest rate floor or (iv)
        an
        interest rate swaption.

       

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P/DBRS Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P/DBRS Valuation Percentage, Moody’s
        First Trigger Valuation Percentage, or Moody’s Second Trigger Valuation
        Percentage for such Eligible Collateral or Posted Collateral, respectively,
        in
        each case as set forth in Paragraph 13(b)(ii).

       

      “Value”
        shall
        mean, in respect of any date, the related S&P/DBRS Value, the related
        Moody’s First Trigger Value, and the related Moody’s Second Trigger
        Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.


       

      
        	
                The
                  higher of the S&P credit rating of (i) Party A and (ii) the Credit
                  Support Provider of Party A, if applicable

              	
                Remaining
                  Weighted Average Maturity of such Transaction 

                up
                  to 3 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 5 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 10 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 30 years

              
	
                “A-2”
                  or higher

              	
                2.75%

              	
                3.25%

              	
                4.00%

              	
                4.75%

              
	
                “A-3”

              	
                3.25%

              	
                4.00%

              	
                5.00%

              	
                6.25%

              
	
                “BB+”
                  or
                  lower

              	
                3.50%

              	
                4.50%

              	
                6.75%

              	
                7.50%

              


      

      


       

      


       

      


       

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      Table
        1

       

      Moody’s
        First Trigger Factor

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.15%

              
	
                More
                  than 1 but not more than 2

              	
                0.30%

              
	
                More
                  than 2 but not more than 3

              	
                0.40%

              
	
                More
                  than 3 but not more than 4

              	
                0.60%

              
	
                More
                  than 4 but not more than 5

              	
                0.70%

              
	
                More
                  than 5 but not more than 6

              	
                0.80%

              
	
                More
                  than 6 but not more than 7

              	
                1.00%

              
	
                More
                  than 7 but not more than 8

              	
                1.10%

              
	
                More
                  than 8 but not more than 9

              	
                1.20%

              
	
                More
                  than 9 but not more than 10

              	
                1.30%

              
	
                More
                  than 10 but not more than 11

              	
                1.40%

              
	
                More
                  than 11 but not more than 12

              	
                1.50%

              
	
                More
                  than 12 but not more than 13

              	
                1.60%

              
	
                More
                  than 13 but not more than 14

              	
                1.70%

              
	
                More
                  than 14 but not more than 15

              	
                1.80%

              
	
                More
                  than 15 but not more than 16

              	
                1.90%

              
	
                More
                  than 16 but not more than 17

              	
                2.00%

              
	
                More
                  than 17 but not more than 18

              	
                2.00%

              
	
                More
                  than 18 but not more than 19

              	
                2.00%

              
	
                More
                  than 19 but not more than 20

              	
                2.00%

              
	
                More
                  than 20 but not more than 21

              	
                2.00%

              
	
                More
                  than 21 but not more than 22

              	
                2.00%

              
	
                More
                  than 22 but not more than 23

              	
                2.00%

              
	
                More
                  than 23 but not more than 24

              	
                2.00%

              
	
                More
                  than 24 but not more than 25

              	
                2.00%

              
	
                More
                  than 25 but not more than 26

              	
                2.00%

              
	
                More
                  than 26 but not more than 27

              	
                2.00%

              
	
                More
                  than 27 but not more than 28

              	
                2.00%

              
	
                More
                  than 28 but not more than 29

              	
                2.00%

              
	
                More
                  than 29

              	
                2.00%

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        2

       

      Moody’s
        Second Trigger Factor for Interest Rate Swaps with Fixed Notional
        Amounts

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.50%

              
	
                More
                  than 1 but not more than 2

              	
                1.00%

              
	
                More
                  than 2 but not more than 3

              	
                1.50%

              
	
                More
                  than 3 but not more than 4

              	
                1.90%

              
	
                More
                  than 4 but not more than 5

              	
                2.40%

              
	
                More
                  than 5 but not more than 6

              	
                2.80%

              
	
                More
                  than 6 but not more than 7

              	
                3.20%

              
	
                More
                  than 7 but not more than 8

              	
                3.60%

              
	
                More
                  than 8 but not more than 9

              	
                4.00%

              
	
                More
                  than 9 but not more than 10

              	
                4.40%

              
	
                More
                  than 10 but not more than 11

              	
                4.70%

              
	
                More
                  than 11 but not more than 12

              	
                5.00%

              
	
                More
                  than 12 but not more than 13

              	
                5.40%

              
	
                More
                  than 13 but not more than 14

              	
                5.70%

              
	
                More
                  than 14 but not more than 15

              	
                6.00%

              
	
                More
                  than 15 but not more than 16

              	
                6.30%

              
	
                More
                  than 16 but not more than 17

              	
                6.60%

              
	
                More
                  than 17 but not more than 18

              	
                6.90%

              
	
                More
                  than 18 but not more than 19

              	
                7.20%

              
	
                More
                  than 19 but not more than 20

              	
                7.50%

              
	
                More
                  than 20 but not more than 21

              	
                7.80%

              
	
                More
                  than 21 but not more than 22

              	
                8.00%

              
	
                More
                  than 22 but not more than 23

              	
                8.00%

              
	
                More
                  than 23 but not more than 24

              	
                8.00%

              
	
                More
                  than 24 but not more than 25

              	
                8.00%

              
	
                More
                  than 25 but not more than 26

              	
                8.00%

              
	
                More
                  than 26 but not more than 27

              	
                8.00%

              
	
                More
                  than 27 but not more than 28

              	
                8.00%

              
	
                More
                  than 28 but not more than 29

              	
                8.00%

              
	
                More
                  than 29

              	
                8.00%

              


      

      


       

      


       

      


       


      
        
          
            


             

            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Table
        3

       

      Moody’s
        Second Trigger Factor for Transaction-Specific Hedges

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.65%

              
	
                More
                  than 1 but not more than 2

              	
                1.30%

              
	
                More
                  than 2 but not more than 3

              	
                1.90%

              
	
                More
                  than 3 but not more than 4

              	
                2.50%

              
	
                More
                  than 4 but not more than 5

              	
                3.10%

              
	
                More
                  than 5 but not more than 6

              	
                3.60%

              
	
                More
                  than 6 but not more than 7

              	
                4.20%

              
	
                More
                  than 7 but not more than 8

              	
                4.70%

              
	
                More
                  than 8 but not more than 9

              	
                5.20%

              
	
                More
                  than 9 but not more than 10

              	
                5.70%

              
	
                More
                  than 10 but not more than 11

              	
                6.10%

              
	
                More
                  than 11 but not more than 12

              	
                6.50%

              
	
                More
                  than 12 but not more than 13

              	
                7.00%

              
	
                More
                  than 13 but not more than 14

              	
                7.40%

              
	
                More
                  than 14 but not more than 15

              	
                7.80%

              
	
                More
                  than 15 but not more than 16

              	
                8.20%

              
	
                More
                  than 16 but not more than 17

              	
                8.60%

              
	
                More
                  than 17 but not more than 18

              	
                9.00%

              
	
                More
                  than 18 but not more than 19

              	
                9.40%

              
	
                More
                  than 19 but not more than 20

              	
                9.70%

              
	
                More
                  than 20 but not more than 21

              	
                10.00%

              
	
                More
                  than 21 but not more than 22

              	
                10.00%

              
	
                More
                  than 22 but not more than 23

              	
                10.00%

              
	
                More
                  than 23 but not more than 24

              	
                10.00%

              
	
                More
                  than 24 but not more than 25

              	
                10.00%

              
	
                More
                  than 25 but not more than 26

              	
                10.00%

              
	
                More
                  than 26 but not more than 27

              	
                10.00%

              
	
                More
                  than 27 but not more than 28

              	
                10.00%

              
	
                More
                  than 28 but not more than 29

              	
                10.00%

              
	
                More
                  than 29

              	
                10.00%

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       Schedule
        1

       

      Eligible
        Collateral

       

      
        	
                Eligible
                  Collateral & Valuation Percentages

                Moody’s
                  and S&P/DBRS

              
	 	 	
                Valuation
                  Percentage

              	
                Valuation
                  Percentage

              
	 	 	
                Moody’s

              	
                S&P/DBRS

              
	 	
                First
                  Trigger

              	
                Second
                  Trigger

              	
                Daily

              
	
                (A)

              	
                Cash

              	
                100

              	
                100

              	
                100

              
	
                (B)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of not more than one
                  year

              	
                100

              	
                100

              	
                98.5

              
	
                (C)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than one year but not
                  more than
                  ten years

              	
                100

              	
                94

              	
                89.9

              
	
                (D)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than ten years

              	
                100

              	
                87

              	
                83.9

              
	
                (E)

              	
                Agency
                  Securities:
                  negotiable debt obligations of the Federal National Mortgage Association
                  (FNMA) and Freddie Mac (collectively, “Agency
                  Securities”)
                  issued after July 18, 1984 and having a remaining maturity of not
                  more
                  than 1 year.

              	
                100

              	
                99

              	
                98.5

              
	
                (F)

              	
                Agency
                  Securities having a remaining maturity of greater than 1 year but
                  not more
                  than 2 years.

              	
                100

              	
                98

              	
                97.7

              
	
                (G)

              	
                Agency
                  Securities having a remaining maturity of greater than 2 years
                  but not
                  more than 3 years.

              	
                100

              	
                97

              	
                97.3

              
	
                (H)

              	
                Agency
                  Securities having a remaining maturity of greater than 3 years
                  but not
                  more than 5 years.

              	
                100

              	
                96

              	
                94.5

              
	
                (I)

              	
                Agency
                  Securities having a remaining maturity of greater than 5 years
                  but not
                  more than 7 years.

              	
                100

              	
                94

              	
                93.1

              
	
                (J)

              	
                Agency
                  Securities having a remaining maturity of greater than 7 years
                  but not
                  more than 10 years.

              	
                100

              	
                93

              	
                90.7

              
	
                (K)

              	
                Agency
                  Securities having a remaining maturity of greater than 10 years
                  but not
                  more than 20 years.

              	
                100

              	
                88

              	
                87.7

              
	
                (L)

              	
                Agency
                  Securities having a remaining maturity of greater than 20 years
                  but not
                  more than 30 years.

              	
                100

              	
                86

              	
                84.4

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      


       

      


       

      
        	
                HSBC
                  Bank USA, National Association

              	 	
                HSBC
                  Bank USA, National Association, not individually, but solely as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust with respect to the Nomura Home Equity Loan, Inc., Home Equity
                  Loan
                  Trust, Series 2007-2

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 
	
                Date:

              	 	 	
                Date:

              	 


      

      


       

      
      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        R

      


      INTEREST
        RATE CAP CONTRACT

       

      
        
          


        

        HSBC
          Bank
          USA, National Association     

        452
          Fifth
          Avenue

        New
          York,
          NY 10018

        Fax:
          (212) 525-5517


        
          	
                  DATE:

                	 	
                  January
                    31, 2007

                
	 	 	 
	
                  TO:

                	 	
                  HSBC
                    Bank USA, National Association, not individually, but solely
                    as
                    Supplemental Interest Trust Trustee on behalf of the Supplemental
                    Interest
                    Trust with respect to the Nomura Home Equity Loan, Inc., Home
                    Equity Loan
                    Trust, Series 2007-2

                
	 	 	 
	 	 	 
	
                  ATTENTION:

                	 	
                  HSBC
                    Bank USA, National Association

                
	 	 	
                  452
                    Fifth Ave.

                
	 	 	
                  New
                    York, NY 10018

                
	
                  FACSIMILE:

                	 	
                  212-525-1300

                
	 	 	 
	 	 	
                  with
                    a copy to:

                
	 	 	 
	
                  ATTENTION:

                	 	
                  Wells
                    Fargo Bank, N.A.

                
	 	 	
                  9062
                    Old Annapolis Road

                
	 	 	
                  Columbia,
                    MD 21045

                
	 	 	
                  Attn:
                    Client Manager, NHEL 2007-2

                
	
                  FACSIMILE:

                	 	
                  410-715-2380

                
	 	 	 
	
                  FROM:

                	 	
                  HSBC
                    Bank USA, National Association

                
	
                  TELEPHONE
                    :

                	 	
                  212-525-8710

                
	
                  FACSIMILE:
                    

                	 	
                  212-525-5517

                
	 	 	 
	
                  SUBJECT:

                	 	
                  Fixed
                    Income Derivatives Confirmation 

                
	 	 	 
	
                  REFERENCE
                    NUMBER:

                	 	
                  453999HN/454000HN

                


        

         

      

      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
        HSBC Bank USA, National Association (“Party
        A”) and
        HSBC
        Bank USA, National Association, not individually, but solely as supplemental
        interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
        the supplemental interest trust with respect to the Nomura Home Equity Loan,
        Inc., Home Equity Loan Trust, Series 2007-2 (the “Supplemental
        Interest Trust”)
        (“Party
        B”)
        created
        under the Pooling and Servicing Agreement, dated as of January 1, 2007, among
        Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
        Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
        Wells
        Fargo Bank, N.A., as master servicer (the “Master
        Servicer”)
        and
        securities administrator (the “Securities
        Administrator”),
        Ocwen
        Loan Servicing, LLC, Select Portfolio Servicing Inc. and Equity One, Inc.,
        each
        as servicer (each a “Servicer”
and
        collectively, the “Servicers”)
        and
        HSBC Bank USA, National Association, not in its individual capacity, but
        solely
        as trustee (the “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 3 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 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 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.

      


      
        	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

       

      
        
          	 	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Cap

                
	 	 	 	 	 
	 	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period the Calculation
                    Amount set forth for such period in Schedule I, which is attached
                    hereto
                    and incorporated by reference into this Confirmation. 

                
	 	 	 	 	 
	 	
                  Trade
                    Date:

                	
                  January
                    29, 2007

                
	 	 	 	 	 
	 	
                  Effective
                    Date:

                	
                  July
                    25, 2008

                
	 	 	 	 	 
	 	
                  Termination
                    Date:

                	
                  January
                    25, 2012, subject to adjustment in accordance with the Following
                    Business
                    Day Convention.

                
	 	 	 	 	 
	 	
                  Fixed
                    Amount:

                	
                  As
                    per side agreement

                
	 	 	 	 	 
	 	 	 	 	 
	 	
                  Party
                    A Floating Amounts:

                	 
	 	 	 	 	 
	 	 	
                  Party
                    A

                	 	 
	 	 	
                  Period
                    End Dates:

                	 	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    August 25, 2008, and ending on the Termination Date, subject
                    to adjustment
                    in accordance with the Following Business Day
                    Convention.

                
	 	 	 	 	 
	 	 	
                  Floating
                    Rate Payer 

                	 	 
	 	 	
                  Payment
                    Dates:

                	 	
                  Early
                    Payment shall be applicable. The Floating Rate payer Payment
                    Date shall be
                    two Business Days prior to such Floating Rate Payer Period End
                    Date.

                
	 	 	 	 	 
	 	 	
                  Cap
                    Rate:

                	 	
                  5.300000
                    %

                
	 	 	
                   

                	 	 
	 	 	
                   

                	 	 
	 	 	
                  Floating
                    Rate Option:

                	 	
                  USD-LIBOR-BBA;
                    provided, however, that if the Floating Rate Option for any Calculation
                    Period is greater than 9.500000%, then the Floating Rate Option
                    for such
                    Calculation Period shall be deemed to be 9.500000%.

                
	 	 	
                   

                	 	 
	 	 	
                   

                	 	 
	 	 	
                  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

                


        



      


      
        	
                3.

              	
                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 Section 5(a)(i) is hereby amended
                  by
                  replacing the word “third” with the word “first”; provided, further, that
                  notwithstanding anything to the contrary in Section 5(a)(i), any
                  failure
                  by Party A to comply with or perform any obligation to be complied
                  with or
                  performed by Party A under the Credit Support Annex shall not constitute
                  an Event of Default under Section 5(a)(i) unless (A) a Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days, and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

      


      
        	(ii)           
                	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(iii)           	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days,
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

       

      
        	(iv)           
                	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	(v)           
                	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(vi)           
                	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include obligations in respect of deposits received in the
        ordinary course of Party A’s banking business.

      


      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
        if applicable, the Eligible Guarantor. 

      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be determined in accordance with generally accepted accounting
        principles.

      


      
        	(vii)            	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)            	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  not 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 except that,
                  for
                  purposes of the application of Section 5(b)(ii) to Party A, Section
                  5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                  a taxing authority, or brought in a court of competent jurisdiction,
                  on or
                  after the date on which a Transaction is entered into (regardless
                  of
                  whether such action is taken or brought with respect to a party
                  to this
                  Agreement) or (y)”, and the “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party B.
                  

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      (f)           
        Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      
        	(i)            	
                Market
                  Quotation will apply, provided, however, that, in the event of
                  a
                  Derivative Provider Trigger Event, the following provisions will
                  apply:

              


      

      


      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, a Firm Offer which is
        (1)
        made by a Reference Market-maker that is an Eligible Replacement, (2) for
        an
        amount that would be paid to Party B (expressed as a negative number) or
        by
        Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (3) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date is to be included.
        

      


      
        	 	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

      


      “Settlement
        Amount”
        means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to: 

      


      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  has been accepted by Party B so as to become legally binding and
                  one or
                  more Market Quotations from
                  Approved Replacements have
                  been made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding and no Market
                  Quotation from an Approved Replacement remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal Party
                  B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.

              


      

      


      
        	 	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	(ii)            	
                The
                  Second Method will apply.

              


      

      


      (g)         
        “Termination
        Currency”
        means
        USD.

      


      (h)         
        Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      Part
        2.  Tax
        Matters.

      


      (a)          
        Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)         
        Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on: (i) the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
        agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
        the
        accuracy and effectiveness of any document provided by the other party pursuant
        to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
        of
        the agreement of the other party contained in Section 4(d) of this Agreement,
        provided that it shall not be a breach of this representation where reliance
        is
        placed on clause (ii) and the other party does not deliver a form or document
        under Section 4(a)(iii) by reason of material prejudice to its legal or
        commercial position.

      
        	 	 	 


      

      (B)         
        Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)           Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)          Party
        A
        makes the following representation(s):

      


      Party
        A
        is a national banking association organized under the federal laws of the
        United
        States and its U.S. taxpayer identification number is 20-1177241. 

      
        	 	 	 


      

      (B)          
        Party
        B
        makes the following representation(s):

      


      None. 

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B
                  shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

      


      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 

      


       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

              	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form W-9
                  or other applicable form (or successor thereto), together with
                  appropriate
                  attachments, 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

              	
                Party
                  B will deliver at closing a correct, complete and duly executed
                  U.S.
                  Internal Revenue Service Form W-9 or other applicable form (or
                  successor
                  thereto), together with appropriate attachments, and may deliver
                  other
                  tax forms
                  relating to the beneficial owner of payments to Party B under this
                  Agreement from time to time 

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party A, (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

              


      

       

      (b)          For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Annual
                  Financial Statements as set forth in Party A’s Call Report 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

              	
                Promptly
                  upon request made by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements as set forth in Party A’s Call Report 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

              	
                Promptly
                  upon request made by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                An
                  opinion of counsel to Party A satisfactory in form and substance
                  to Party
                  B

              	
                Upon
                  the execution and delivery of this Agreement

              	
                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:                
        452
        Fifth Avenue, New York, NY 10018

      Attention:              
        Christian
        McGreevy

      Facsimile:               
        212-525-8710

      Telephone:            
        212-525-5517


       

      Please
        direct all settlement inquiries to:

       

      HSBC
        Bank USA, National Association

      Derivative
        Settlements

      
        	 	
                Attention:

              	
                Jeffrey
                  Lombino

              


      

      
        	 	
                Telephone:

              	
                (212)
                  525-5393

              


      

      Fax:                         (212)
        525-6903


      (For
        all
        purposes)

      


      Address
        for notices or communications to Party B:

      


      Attention:                             
        HSBC
        BANK
        USA, National Association

      452
        Fifth
        Ave.

      New
        York,
        NY 10018

      Facsimile:                               212-525-1300

       

      with
        a
        copy to:

      


      Attention:                            
        Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        MD 21045

      Attn:
        Client Manager, NHEL 2007-2

      Facsimile:                              
        410-715-2380 

      


      (For
        all
        purposes)

      


      (b)          
        Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section and Party A agrees that, for purposes of Section 6(b) of
                  this
                  Agreement, it shall not in the future have any Office other than
                  one in
                  the United States.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A; provided, however, that if an
                  Event of
                  Default shall have occurred with respect to Party A, Party B shall
                  have
                  the right to appoint as Calculation Agent a third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

       

      (f)          
        Credit
        Support Document. 

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      Party
        B:                 
The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A:                
The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B:                 
None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.“Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party 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)          
        Conditions
        Precedent. Section
        2(a)(iii) is hereby amended by adding the following at the end thereof:


      


      Notwithstanding
        anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
        with
        respect to Party B or Potential Event of Default with respect to Party B
        has
        occurred and been continuing for more than 30 Local Business Days and no
        Early
        Termination Date in respect of the Affected Transactions has occurred or
        been
        effectively designated by Party A, the obligations of Party A under Section
        2(a)(i) shall cease to be subject to the condition precedent set forth in
        Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
        of
        Default or such Potential Event of Default (the “Specific
        Event”);
        provided, however, for the avoidance of doubt, the obligations of Party A
        under
        Section 2(a)(i) shall be subject to the condition precedent set forth in
        Section
        2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
        occurrence of the same Event of Default with respect to Party B or Potential
        Event of Default with respect to Party B after the Specific Event has ceased
        to
        be continuing and with respect to any occurrence of any other Event of Default
        with respect to Party B or Potential Event of Default with respect to Party
        B
        that occurs subsequent to the Specific Event. 

      


      
        	 	
                (iii)

              	
                Change
                  of Account.
                  Section 2(b) is hereby amended by the addition of the following
                  after the
                  word “delivery” in the first line
                  thereof:

              


      

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

      


      
        	 	
                (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 and (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.

              


      

       

      
        	 	
                (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) by deleting the words “to transfer” and inserting the words “to
                  effect a Permitted Transfer” in lieu
                  thereof.

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      
        	(i)            	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  Party
                  A has failed to comply with or perform any obligation to be complied
                  with
                  or performed by Party A in accordance with the Credit Support Annex,
                  then
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  A and Party A shall be the sole Affected Party with respect to
                  such
                  Additional Termination Event. 

              


      

      


      
        	(ii)           
                	
                Second
                  Rating Trigger Replacement.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), then an Additional
                  Termination Event shall have occurred with respect to Party A and
                  Party A
                  shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

      


      
        	(iii)           
                	
                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.
                  

              


      

      


      
        	(iv)           
                	
                Information
                  Required by Regulation AB. If
                  Party A fails to comply with the provisions of Part 5(e) upon the
                  occurrence of a Swap Disclosure Event, 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.

              


      

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold (such event, a “Required
                  Ratings Downgrade Event”),
                  then Party A shall, as soon as reasonably practicable and so long
                  as a
                  Required Ratings Downgrade Event is in effect, at its own expense,
                  using
                  commercially reasonable efforts, procure either (A) a Permitted
                  Transfer
                  or (B) an Eligible Guarantee. 

              


      

      


      (e)
         Compliance
        with Regulation AB. (i)
        For
        purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation
        AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
        Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
        Commission and its staff, if the Depositor or Party B makes a determination,
        acting reasonably and in good faith, that (x) the applicable “significance
        percentage” with respect to this Agreement has been reached, and (y) it has a
        reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
        Party A shall (or shall cause its Credit Support Provider to), within ten
        (10)
        calendar days after notice to that effect, at its sole expense, take one
        of the
        following actions (each subject to satisfaction of the Rating Agency Condition):
        (1) provide (including, if permitted by Regulation AB, provision by reference
        to
        reports filed pursuant to the Exchange Act or otherwise publicly available
        information): (A) the financial data required by Item 301 of Regulation S-K
        (17
        C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting
        the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but
        excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R.
        ss.
        ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C) such
        other financial information as may at the time be required or permitted to
        be
        provided in satisfaction of the requirements of Item 1115(b), together with
        accountants consents and/or a procedure letter relating thereto; or (2) secure
        an Approved Replacement that is able to comply with the requirements of Item
        1115(b) of Regulation AB to replace Party A as party to this Agreement, on
        substantially similar terms, the debt rating of which entity (or credit support
        provider therefor) meets or exceeds the applicable requirements of the
        applicable Rating Agencies.

      


      (ii)
        For
        so long as the aggregate significance percentage is 10% or more, Party A
        shall
        (or shall cause its Credit Support Provider to) provide any updates to the
        information provided pursuant to clause (i)(1) above to the Depositor within
        five (5) Business Days following availability thereof (but in no event more
        than
        45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
        for any half-year update, and in no event more than 90 days after the end
        of
        each of Party A’s Credit Support Provider’s fiscal year for any annual
        update).

      


      (iii)
        All
        information provided pursuant to clauses (i)(1) and (ii) above (all such
        information, “Swap Financial Disclosure”) shall be in a form suitable for
        conversion to the format required for filing by the Depositor with the
        Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
        In
        addition, any such information, if audited, shall be accompanied by any
        necessary auditor’s consents or, if such information is unaudited, shall be
        accompanied by an appropriate agreed-upon procedures letter from Party A’s
        accountants. If permitted by Regulation AB, any such information may be provided
        by reference to or 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 paragraph (iii) above or causes
        its
        Credit Support Provider to provide Swap Financial Disclosure to Depositor
        in
        accordance with paragraph (iii) above, it will indemnify and hold harmless
        Depositor, its respective directors or officers and any person controlling
        Depositor, from and against any and all losses, claims, damages and liabilities
        (any “Damage”) 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; provided, however that the foregoing shall not apply to any Damage
        caused by the negligence or any willful action of Depositor or any other
        party
        (other than Party A or any of its affiliates or any of their respective agents),
        including without limitation any failure to calculate the Significance
        Percentage according to the terms of this Agreement or to make any filing
        as and
        when required under Regulation AB.

      


      (v)
        Third
        Party Beneficiary. The Depositor shall be an express third party beneficiary
        of
        this Agreement as if a party hereto to the extent of the Depositor’s rights
        explicitly specified in this Part 5(e).

       

      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)            
        Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        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.
        At any time at which no Relevant Entity has credit ratings at least equal
        to the
        Approved Ratings Threshold, Party A may make a Permitted Transfer.”


       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, take any reasonable steps
                  required to be taken by Party B to effect such transfer.
                  

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and 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 , in accordance
                  with the priority of payments and other terms of the Pooling and
                  Servicing
                  Agreement and that Party A will not have any recourse to any of
                  the
                  directors, officers, employees, shareholders or affiliates of the
                  Party B
                  with respect to any claims, losses, damages, liabilities, indemnities
                  or
                  other obligations in connection with any transactions contemplated
                  hereby.
                  This provision will survive the termination of this
                  Agreement.

              


      

      


      
        	
                (h)

              	
                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

              


      

      


      
        	
                (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 Cap 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 Cap Agencies
                  has
                  been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (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 Cap 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 or the trust
        created pursuant to the Pooling and Servicing Agreement, 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 Limitation of Liability. It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed and delivered by HSBC Bank USA, National
                  Association, not individually or personally but solely as the Supplemental
                  Interest Trust Trustee, in the exercise of the powers and authority
                  conferred and vested in it under the Pooling and Servicing Agreement,
                  (b)
                  the representations, warranties, covenants, undertakings and agreements
                  herein made on the part of the Supplemental Interest Trust are
                  made and
                  intended not as personal representations, undertakings and agreements
                  by
                  HSBC Bank USA, National Association but are made and intended for
                  the
                  purpose of binding only the Supplemental Interest Trust, (c) nothing
                  herein contained shall be construed as creating any liability on
                  HSBC Bank
                  USA, National Association, individually or personally, to perform
                  any
                  covenant either expressed or implied contained herein, all such
                  liability,
                  if any, being expressly waived by the parties who are signatories
                  to this
                  Agreement and by any person claiming by, through or under such
                  parties and
                  (d) under no circumstances shall HSBC Bank USA, National Association
                  be
                  personally liable for the payment of any indemnity, indebtedness,
                  fees or
                  expenses of the Supplemental Interest Trust or be liable for the
                  breach or
                  failure of any obligation, representation, warranty or covenant
                  made or
                  undertaken by the Supplemental Interest Trust under this
                  Agreement.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that the Securities Administrator has been appointed
                  as
                  agent under the Pooling and Servicing Agreement to carry out certain
                  functions on behalf of Party B, and that the Securities Administrator
                  shall be entitled to give notices and to perform and satisfy the
                  obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      
        	
                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, 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)

              	
                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)

              	
                Additional
                  representations.

              


      

      


      
        	 	
                (i)

              	
                Representations
                  of Party A.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that:--

              


      

       

      
        	 	
                (1)

              	
                Party
                  A’s obligations under this Agreement rank pari passu with all of
                  Party A’s
                  other unsecured, unsubordinated obligations except those obligations
                  preferred by operation of law.

              


      

      


      
        	 	
                (2)

              	
                Party
                  A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                  execution, delivery and performance of this Agreement (including
                  the
                  Credit Support Annex and each Confirmation) have been approved
                  by its
                  board of directors or its loan committee, such approval is reflected
                  in
                  the minutes of said board of directors or loan committee, and this
                  Agreement (including the Credit Support Annex and each Confirmation)
                  will
                  be maintained as one of its official records continuously from
                  the time of
                  its execution (or in the case of any Confirmation, continuously
                  until such
                  time as the relevant Transaction matures and the obligations therefor
                  are
                  satisfied in full).

              


      

      


      
        	 	
                (ii)

              	
                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 the Supplemental
                  Interest Trust Trustee executes this Agreement that it is executing
                  the
                  Agreement in its capacity as Supplemental Interest Trust
                  Trustee.

              


      

       

      
        	
                (w)

              	
                Acknowledgements.

              


      

      


      
        	 	
                (ii)

              	
                Bankruptcy
                  Code.
                  Subject to Part 5(m), without limiting the applicability if any,
                  of any
                  other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                  Code”) (including without limitation Sections 362, 546, 556, and 560
                  thereof and the applicable definitions in Section 101 thereof),
                  the
                  parties acknowledge and agree that all Transactions entered into
                  hereunder
                  will constitute “forward contracts” or “swap agreements” as defined in
                  Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                  Section 761 of the Bankruptcy Code, that the rights of the parties
                  under
                  Section 6 of this Agreement will constitute contractual rights
                  to
                  liquidate Transactions, that any margin or collateral provided
                  under any
                  margin, collateral, security, pledge, or similar agreement related
                  hereto
                  will constitute a “margin payment” as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities entitled to
                  the rights
                  under, and protections afforded by, Sections 362, 546, 556, and
                  560 of the
                  Bankruptcy Code.

              


      

       

      
        	(x)  	
                [Reserved]

              


      

       

      
        	(y)  	
                Third
                  Party Beneficiary.
                  Wells Fargo Bank, N.A. is a third party beneficiary of this agreement
                  and
                  is entitled to the rights and benefits hereunder and may enforce
                  the
                  provisions hereof as if were a party
                  hereto.

              


      

       

      (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, the Moody’s First Trigger
        Ratings Threshold and the DBRS Approved Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “Cap
        Rating Agencies”
        means,
        with respect to any date of determination, each of Moody’s, DBRS and
        S&P,
        to the
        extent that each such rating agency is then providing a rating for any of
        the
Nomura
        Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

      


      “DBRS”
        means
        Dominion Bond Rating Service, or any successor thereto. 

       

      “DBRS
        Approved Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
        DBRS of “R-1(middle)”.

       

      “DBRS
        Required Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “BBB”.

      


      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party or (iii) an Additional Termination Event with respect to which Party
        A is
        the sole Affected Party.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) 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, and either (A) a law firm
        has given a legal opinion confirming that none of the guarantor’s payments to
        Party B under such guarantee will be subject to Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings at least equal to the S&P Approved
        Ratings Threshold and the DBRS
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, 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 at least equal to the S&P Approved
        Ratings Threshold and the DBRS
        Approved Ratings Threshold, and (b) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, 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.

      


      “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
        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. 

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        or the
        second sentence of Section 7 (as amended herein) to a transferee (the
“Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
        would not be required to withhold or deduct on account of Tax from any payments
        under this Agreement or would be required to gross up for such Tax under
        Section
        2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
        as a
        result of such transfer; (e) pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, 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 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 Cap 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 Cap Rating Agencies and receive from each such Cap 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”
        shall
        have the meaning assigned thereto in Part 5(d).

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
        Ratings Threshold and the DBRS Required Ratings Threshold.

       

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”.

      


      [Remainder
        of this page intentionally left blank.]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.         
        Account
        Details and Settlement Information:  

       

      


      Payments
        to Party
        A:                  
        HSBC
        Bank
        USA, National Association

      ABA
        #
        021-001-088

      For
        credit to Department 299

      A/C:
        000-04929-8

      HSBC
        Derivative Products Group


       

      Payments
        to Party
        B:                          
Wells
        Fargo Bank, N.A.

      ABA
        #
        121-000-248

      For
        Credit to: SAS Clearing

      A/C:
        3970771416

      FFC:
        NHEL
        2007-2, Supplemental Interest Trust, #50984601

       

      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.

      


       

      


      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,

      


      HSBC
        BANK
        USA, NATIONAL ASSOCIATION

      
 

      By:         
        /s/
        Antonia Landgraf 

      Name:
        Antonia Landgraf 

      Title:
        Assistant Vice President

      


      By:         
        /s/
        Charleen Collins 

      Name:
        Charleen Collins

      Title:
        Vice President 

      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      HSBC
        BANK
        USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST
        TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
        THE
        NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
        2007-2

       

      By:          
        /s/
        Elena Zheng

      Name: Elena
        Zheng

      Title:
        Assistant Vice President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        I

      (all
        such
        dates subject to adjustment in accordance with the Following Business Day
        Convention)

      


      
        	
                For
                  the Calculation Periods

              	
                Notional
                  Amount

              
	
                From
                  and including:

              	
                To
                  but excluding the

              	
                in
                  USD:

              
	
                The
                  Effective Date

              	
                August
                  25, 2008

              	
                27,325,000.00

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                86,217,000.00

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                84,411,000.00

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                72,590,000.00

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                121,704,000.00

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                113,263,000.00

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                99,826,000.00

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                88,297,000.00

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                78,014,000.00

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                71,140,000.00

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                65,371,000.00

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                59,943,000.00

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                58,830,000.00

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                59,380,000.00

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                55,617,000.00

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                51,178,000.00

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                49,542,000.00

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                46,238,000.00

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                41,575,000.00

              
	
                February
                  25, 2010

              	
                March
                  25, 2010

              	
                44,023,000.00

              
	
                March
                  25, 2010

              	
                April
                  25, 2010

              	
                46,377,000.00

              
	
                April
                  25, 2010

              	
                May
                  25, 2010

              	
                48,641,000.00

              
	
                May
                  25, 2010

              	
                June
                  25, 2010

              	
                50,818,000.00

              
	
                June
                  25, 2010

              	
                July
                  25, 2010

              	
                48,647,000.00

              
	
                July
                  25, 2010

              	
                August
                  25, 2010

              	
                45,773,000.00

              
	
                August
                  25, 2010

              	
                September
                  25, 2010

              	
                43,068,000.00

              
	
                September
                  25, 2010

              	
                October
                  25, 2010

              	
                40,520,000.00

              
	
                October
                  25, 2010

              	
                November
                  25, 2010

              	
                38,122,000.00

              
	
                November
                  25, 2010

              	
                December
                  25, 2010

              	
                35,877,000.00

              
	
                December
                  25, 2010

              	
                January
                  25, 2011

              	
                33,751,000.00

              
	
                January
                  25, 2011

              	
                February
                  25, 2011

              	
                31,749,000.00

              
	
                February
                  25, 2011

              	
                March
                  25, 2011

              	
                29,888,000.00

              
	
                March
                  25, 2011

              	
                April
                  25, 2011

              	
                28,112,000.00

              
	
                April
                  25, 2011

              	
                May
                  25, 2011

              	
                26,441,000.00

              
	
                May
                  25, 2011

              	
                June
                  25, 2011

              	
                24,915,000.00

              
	
                June
                  25, 2011

              	
                July
                  25, 2011

              	
                23,426,000.00

              
	
                July
                  25, 2011

              	
                August
                  25, 2011

              	
                21,818,000.00

              
	
                August
                  25, 2011

              	
                September
                  25, 2011

              	
                20,434,000.00

              
	
                September
                  25, 2011

              	
                October
                  25, 2011

              	
                19,032,000.00

              
	
                October
                  25, 2011

              	
                November
                  25, 2011

              	
                17,708,000.00

              
	
                November
                  25, 2011

              	
                December
                  25, 2011

              	
                16,660,000.00

              
	
                December
                  25, 2011

              	
                The
                  Termination Date

              	
                15,492,000.00

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 January 31, 2007 between

      HSBC
        Bank
        USA, National Association (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

      HSBC
        Bank
        USA, National Association, not individually, but solely as Supplemental Interest
        Trust Trustee on behalf of the Supplemental Interest Trust with respect to
        the
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2
        (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 January 31, 2007 between
        Party
        A and Party B, Reference Number 453999HN/454000HN.

      


       

      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/DBRS Credit Support Amount for such
                  Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        	 	
                (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/DBRS Value as of such Valuation Date of
                  all Posted Credit Support held by the Secured Party exceeds (b)
                  the
                  S&P/DBRS Credit Support Amount for such Valuation Date,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      	(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/DBRS
                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.
                

            


       

      On
        any
        date, the items set forth in Schedule I will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral to be denominated in
        USD).

       

      	(iii)  	
              Other
                Eligible Support. 

            


       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      	(iv)  	
              Threshold.

            


       

      	(A)  	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


       

      	(B)  	
              “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 50,000 with respect to Party A and Party
                B.

            


       

      	(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; provided, however, that if an Event of Default shall
                have
                occurred with respect to which Party A is the Defaulting Party, Party
                B
                shall have the right to designate as Valuation Agent an independent
                party,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A. All calculations by the Valuation Agent must be made in
                accordance with standard market practice, including, in the event
                of a
                dispute as to the Value of any Eligible Credit Support or Posted
                Credit
                Support, by making reference to quotations received by the Valuation
                Agent
                from one or more Pricing Sources.

            


       

      	(ii)  	
              “Valuation
                Date” means
                each Local Business Day on which any of the S&P/DBRS Credit Support
                Amount, the Moody’s First Trigger Credit Support Amount or the Moody’s
                Second Trigger Credit Support Amount is greater than
                zero.

            


       

      	(iii)  	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


       

      	(iv)  	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


       

      	(v)  	
              External
                Verification. 
                Notwithstanding anything to the contrary in the definitions of Valuation
                Agent or Valuation Date, at any time at which Party A (or, to the
                extent
                applicable, its Credit Support Provider) does not have a long-term
                unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                the S&P/DBRS Value of Posted Credit Suppport on each Valuation Date
                based on internal marks and (B) verify such calculations with external
                marks monthly by obtaining on the last Local Business Day of each
                calendar
                month two external marks for each Transaction to which this Annex
                relates
                and for all Posted Credit Suport; such verification of the Secured
                Party’s
                Exposure shall be based on the higher of the two external marks.
                Each
                external mark in respect of a Transaction shall be obtained from
                an
                independent Reference Market-maker that would be eligible and willing
                to
                enter into such Transaction in the absence of the current derivative
                provider, provided that an external mark may not be obtained from
                the same
                Reference Market-maker more than four times in any 12-month period.
                The
                Valuation Agent shall obtain these external marks directly or through
                an
                independent third party, in either case at no cost to Party B. The
                Valuation Agent shall calculate on each Valuation Date (for purposes
                of
                this paragraph, the last Local Business Day in each calendar month
                referred to above shall be considered a Valuation Date) the Secured
                Party’s Exposure based on the greater of the Valuation Agent’s internal
                marks and the external marks received. If the S&P/DBRS Value on any
                such Valuation Date of all Posted Credit Support then held by the
                Secured
                Party is less than the S&P/DBRS Credit Support Amount on such
                Valuation Date (in each case as determined pursuant to this paragraph),
                Party A shall, within three Local Business Days of such Valuation
                Date,
                Transfer to the Secured Party Eligible Credit Support having an
                S&P/DBRS Value as of the date of Transfer at least equal to such
                deficiency. 

            


       

      	(vi)  	
              Notice
                to S&P. 
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of the
                Secured
                Party’s Exposure and the S&P/DBRS Value of any Eligible Credit Support
                or Posted Credit Support for that Valuation Date. The Valuation Agent
                shall also provide to S&P any external marks received pursuant to the
                preceding paragraph.

            


       

      	(d)  	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.
                The following Termination Events will be a “Specified
                Condition”
                for the party specified (that party being the Affected Party if the
                Termination Event occurs with respect to that party): With respect
                to
                Party A: any Additional Termination Event with respect to which Party
                A is
                the sole Affected Party. With respect to 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/DBRS 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
        sum of (A) the product of (1)(x) the bid price at the Valuation Time for
        such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the bid price for such securities quoted at the Valuation
        Time by any principal market maker for such securities selected by the Valuation
        Agent, or (z) if no such bid price is listed or quoted for such date, the
        bid
        price listed or quoted (as the case may be) at the Valuation Time for the
        day
        next preceding such date on which such prices were available and (2) the
        applicable Valuation Percentage for such Eligible Collateral, and (B) the
        accrued interest on such securities (except to the extent Transferred to
        the
        Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
        referred to in the immediately preceding clause (A)) as of such
        date.

       

      	(iii)  	
              Alternative.
                The provisions of Paragraph 5 will apply.

            


       

      	(g)  	
              Holding
                and Using Posted
                Collateral.

            


       

      	(i)  	
              Eligibility
                to Hold Posted Collateral; Custodians.  Party
                B (or any Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b). 

            


       

      Party
        B
        may appoint as Custodian (A) the entity then serving as Securities Administrator
        or (B) any entity other than the entity then serving as Securities Administrator
        if such other entity (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)(i) will not apply to Party B, but the
                provisions of Paragraph 6(c)(ii) will apply to Party B.
                

            


       

      	(h)  	
              Distributions
                and Interest Amount.

            


       

      	(i)  	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A (unless (x) an Event of Default or an Additional
                Termination Event has occurred with respect to which Party A is the
                defaulting or sole Affected Party or (y) an Early Termination Date
                has
                been designated, in which case such investment shall be held uninvested).
                Gains and losses incurred in respect of any investment of Posted
                Collateral in the form of Cash in Permitted Investments as directed
                by
                Party A shall be for the account of Party
                A.

            


       

      	(ii)  	
              Transfer
                of Interest Amount.
                The Transfer of the Interest Amount will be made on the second Local
                Business Day following the end of each calendar month and on any
                other
                Local Business Day on which Posted Collateral in the form of Cash
                is
                Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                however,
                that the obligation of Party B to Transfer any Interest Amount to
                Party A
                shall be limited to the extent that Party B has earned and received
                such
                funds and such funds are available to Party B.


            


       

      	(iii)  	
              Alternative
                to Interest Amount.
                The provisions of Paragraph 6(d)(ii) will
                apply.

            


       

      	(i)  	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


       

      	(j)  	
              Other
                Eligible Support and Other Posted Support.

            


       

      	(i)  	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


       

      	(ii)  	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


       

      	(k)  	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B’s Custodian: 

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Client Manager - NHEL 2007-2

      Tel:
        410-884-2000

      Fax:
        410-715-2380

       

      	(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:

       

      HSBC
        Bank
        USA, National Association

      ABA
        #
        021-001-088

      For
        credit to Department 299

      A/C:
        000-04929-8

      HSBC
        Derivative Products Group

      


      Party
        B’s
        Custodian account details for holding collateral

       

      Wells
        Fargo Bank, N.A.

      ABA
        #
        121-000-248

      For
        Credit to: SAS Clearing

      A/C:
        3970771416

      FFC: 
        NHEL 2007-2, Posted Collateral Account, # 50984602

       

      	(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/DBRS Value, Moody’s First Trigger
                Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                by (A) deleting the words “a Value” and inserting in lieu thereof “an
                S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                Trigger Value” and (B) deleting the words “the Value” and inserting in
                lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.
                Paragraph 5(i) (flush language) is hereby amended by deleting the
                word
                “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”. Paragraph 5(i)(C) is
                hereby amended by deleting the word “the Value, if” and inserting in lieu
                thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value, as may be”. Paragraph 5(ii) is
                hereby amended by (1) deleting the first instance of the words “the Value”
                and inserting in lieu thereof “any one or more of the S&P/DBRS Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
                deleting the second instance of the words “the Value” and inserting in
                lieu thereof “such disputed S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value”. Each of Paragraph 8(b)(iv)(B) and
                Paragraph 11(a) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “least of the S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”.
                

            


       

      	(iv)  	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as published and copyrighted in 1994 by the International
                Swaps and Derivatives Association, Inc.

            


       

      	(v)  	
              Events
                of Default.
                Paragraph 7 will not apply to cause any Event of Default to exist
                with
                respect to Party B except that Paragraph 7(i) will apply to Party
                B solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex. Notwithstanding anything to the contrary in Paragraph
                7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a
                S&P Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days, and (B) such failure is not remedied
                on or before the third Local Business Day after notice of such failure
                is
                given to Party A.

            


       

      	(vi)  	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


       

      	(vii)  	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


       

      (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.

       

      “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:
        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 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 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 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 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
                  product of (1) the applicable Moody’s First Trigger Factor set forth in
                  Table 1 and (2) the Notional Amount for such Transaction for the
                  Calculation Period 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 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
        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
        Second Trigger 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 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
                  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 product of (i) the
        applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
        Notional Amount for such Transaction for the Calculation Period which includes
        such Valuation Date;
        or

       

      (2)
        if
        such Transaction is a Transaction-Specific Hedge, the
        product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
        and (ii) the Notional Amount for such Transaction for the Calculation Period
        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 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”.

      


      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Pricing
        Sources”
        means
        the sources of financial information commonly known as Bloomberg, Bridge
        Information Services, Data Resources Inc., Interactive Data Services,
        International Securities Market Association, Merrill Lynch Securities Pricing
        Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ
        Kenny,
        S&P and Telerate.

       

      “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 from S&P of “A+”.

      


      “S&P/DBRS
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P/DBRS Rating Threshold Event has
                  occurred and been continuing for at least 30 days, or (ii) a S&P/DBRS
                  Required Ratings Downgrade Event has occurred and is continuing,
                  an amount
                  equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                  Valuation Date and (2) the sum, for each Transaction to which this
                  Annex
                  relates, of the product of (i) the Volatility Buffer for such Transaction
                  and (ii) the Notional Amount of such Transaction for the Calculation
                  Period of such Transaction which includes such Valuation Date,
                  or
                  

              


      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)         
         the
        Threshold for Party A for such Valuation Date.

       

      “S&P/DBRS
        Rating Threshold Event”
        means,
        on any date, no Relevant Entity has credit ratings from S&P which equal or
        exceed the S&P Approved Ratings Threshold and the DBRS Approved Ratings
        Threshold.

       

      “S&P/DBRS
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold and the DBRS Required Ratings Threshold.

       

      “S&P/DBRS
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P 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 otherwise
        is not a specific dollar amount that is fixed at the inception of the
        Transaction, (ii) an interest rate cap, (iii) an interest rate floor or (iv)
        an
        interest rate swaption.

       

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P/DBRS Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P/DBRS Valuation Percentage, Moody’s
        First Trigger Valuation Percentage, or Moody’s Second Trigger Valuation
        Percentage for such Eligible Collateral or Posted Collateral, respectively,
        in
        each case as set forth in Paragraph 13(b)(ii).

       

      “Value”
        shall
        mean, in respect of any date, the related S&P/DBRS Value, the related
        Moody’s First Trigger Value, and the related Moody’s Second Trigger
        Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

       

      
        	
                The
                  higher of the S&P credit rating of (i) Party A and (ii) the Credit
                  Support Provider of Party A, if applicable

              	
                Remaining
                  Weighted Average Maturity of such Transaction 

                up
                  to 3 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 5 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 10 years

              	
                Remaining
                  Weighted Average Maturity of such Transaction

                up
                  to 30 years

              
	
                “A-2”
                  or higher

              	
                2.75%

              	
                3.25%

              	
                4.00%

              	
                4.75%

              
	
                “A-3”

              	
                3.25%

              	
                4.00%

              	
                5.00%

              	
                6.25%

              
	
                “BB+”
                  or
                  lower

              	
                3.50%

              	
                4.50%

              	
                6.75%

              	
                7.50%

              


      

      


       

      


       

      


       

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        of this page intentionally left blank]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        1

       

      Moody’s
        First Trigger Factor

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.15%

              
	
                More
                  than 1 but not more than 2

              	
                0.30%

              
	
                More
                  than 2 but not more than 3

              	
                0.40%

              
	
                More
                  than 3 but not more than 4

              	
                0.60%

              
	
                More
                  than 4 but not more than 5

              	
                0.70%

              
	
                More
                  than 5 but not more than 6

              	
                0.80%

              
	
                More
                  than 6 but not more than 7

              	
                1.00%

              
	
                More
                  than 7 but not more than 8

              	
                1.10%

              
	
                More
                  than 8 but not more than 9

              	
                1.20%

              
	
                More
                  than 9 but not more than 10

              	
                1.30%

              
	
                More
                  than 10 but not more than 11

              	
                1.40%

              
	
                More
                  than 11 but not more than 12

              	
                1.50%

              
	
                More
                  than 12 but not more than 13

              	
                1.60%

              
	
                More
                  than 13 but not more than 14

              	
                1.70%

              
	
                More
                  than 14 but not more than 15

              	
                1.80%

              
	
                More
                  than 15 but not more than 16

              	
                1.90%

              
	
                More
                  than 16 but not more than 17

              	
                2.00%

              
	
                More
                  than 17 but not more than 18

              	
                2.00%

              
	
                More
                  than 18 but not more than 19

              	
                2.00%

              
	
                More
                  than 19 but not more than 20

              	
                2.00%

              
	
                More
                  than 20 but not more than 21

              	
                2.00%

              
	
                More
                  than 21 but not more than 22

              	
                2.00%

              
	
                More
                  than 22 but not more than 23

              	
                2.00%

              
	
                More
                  than 23 but not more than 24

              	
                2.00%

              
	
                More
                  than 24 but not more than 25

              	
                2.00%

              
	
                More
                  than 25 but not more than 26

              	
                2.00%

              
	
                More
                  than 26 but not more than 27

              	
                2.00%

              
	
                More
                  than 27 but not more than 28

              	
                2.00%

              
	
                More
                  than 28 but not more than 29

              	
                2.00%

              
	
                More
                  than 29

              	
                2.00%

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        2

       

      Moody’s
        Second Trigger Factor for Interest Rate Swaps with Fixed Notional
        Amounts

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.50%

              
	
                More
                  than 1 but not more than 2

              	
                1.00%

              
	
                More
                  than 2 but not more than 3

              	
                1.50%

              
	
                More
                  than 3 but not more than 4

              	
                1.90%

              
	
                More
                  than 4 but not more than 5

              	
                2.40%

              
	
                More
                  than 5 but not more than 6

              	
                2.80%

              
	
                More
                  than 6 but not more than 7

              	
                3.20%

              
	
                More
                  than 7 but not more than 8

              	
                3.60%

              
	
                More
                  than 8 but not more than 9

              	
                4.00%

              
	
                More
                  than 9 but not more than 10

              	
                4.40%

              
	
                More
                  than 10 but not more than 11

              	
                4.70%

              
	
                More
                  than 11 but not more than 12

              	
                5.00%

              
	
                More
                  than 12 but not more than 13

              	
                5.40%

              
	
                More
                  than 13 but not more than 14

              	
                5.70%

              
	
                More
                  than 14 but not more than 15

              	
                6.00%

              
	
                More
                  than 15 but not more than 16

              	
                6.30%

              
	
                More
                  than 16 but not more than 17

              	
                6.60%

              
	
                More
                  than 17 but not more than 18

              	
                6.90%

              
	
                More
                  than 18 but not more than 19

              	
                7.20%

              
	
                More
                  than 19 but not more than 20

              	
                7.50%

              
	
                More
                  than 20 but not more than 21

              	
                7.80%

              
	
                More
                  than 21 but not more than 22

              	
                8.00%

              
	
                More
                  than 22 but not more than 23

              	
                8.00%

              
	
                More
                  than 23 but not more than 24

              	
                8.00%

              
	
                More
                  than 24 but not more than 25

              	
                8.00%

              
	
                More
                  than 25 but not more than 26

              	
                8.00%

              
	
                More
                  than 26 but not more than 27

              	
                8.00%

              
	
                More
                  than 27 but not more than 28

              	
                8.00%

              
	
                More
                  than 28 but not more than 29

              	
                8.00%

              
	
                More
                  than 29

              	
                8.00%

              


      

      


       

      


       

      


       


      
        
          
            


             

            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Table
        3

       

      Moody’s
        Second Trigger Factor for Transaction-Specific Hedges

       

      
        	
                Remaining

                Weighted
                  Average Life 

                of
                  Hedge in Years

              	
                Daily

                Collateral

                Posting

              
	
                1
                  or less

              	
                0.65%

              
	
                More
                  than 1 but not more than 2

              	
                1.30%

              
	
                More
                  than 2 but not more than 3

              	
                1.90%

              
	
                More
                  than 3 but not more than 4

              	
                2.50%

              
	
                More
                  than 4 but not more than 5

              	
                3.10%

              
	
                More
                  than 5 but not more than 6

              	
                3.60%

              
	
                More
                  than 6 but not more than 7

              	
                4.20%

              
	
                More
                  than 7 but not more than 8

              	
                4.70%

              
	
                More
                  than 8 but not more than 9

              	
                5.20%

              
	
                More
                  than 9 but not more than 10

              	
                5.70%

              
	
                More
                  than 10 but not more than 11

              	
                6.10%

              
	
                More
                  than 11 but not more than 12

              	
                6.50%

              
	
                More
                  than 12 but not more than 13

              	
                7.00%

              
	
                More
                  than 13 but not more than 14

              	
                7.40%

              
	
                More
                  than 14 but not more than 15

              	
                7.80%

              
	
                More
                  than 15 but not more than 16

              	
                8.20%

              
	
                More
                  than 16 but not more than 17

              	
                8.60%

              
	
                More
                  than 17 but not more than 18

              	
                9.00%

              
	
                More
                  than 18 but not more than 19

              	
                9.40%

              
	
                More
                  than 19 but not more than 20

              	
                9.70%

              
	
                More
                  than 20 but not more than 21

              	
                10.00%

              
	
                More
                  than 21 but not more than 22

              	
                10.00%

              
	
                More
                  than 22 but not more than 23

              	
                10.00%

              
	
                More
                  than 23 but not more than 24

              	
                10.00%

              
	
                More
                  than 24 but not more than 25

              	
                10.00%

              
	
                More
                  than 25 but not more than 26

              	
                10.00%

              
	
                More
                  than 26 but not more than 27

              	
                10.00%

              
	
                More
                  than 27 but not more than 28

              	
                10.00%

              
	
                More
                  than 28 but not more than 29

              	
                10.00%

              
	
                More
                  than 29

              	
                10.00%

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       Schedule
        1

       

      Eligible
        Collateral

       

      
        	
                Eligible
                  Collateral & Valuation Percentages

                Moody’s
                  and S&P/DBRS

              
	 	 	
                Valuation
                  Percentage

              	
                Valuation
                  Percentage

              
	 	 	
                Moody’s

              	
                S&P/DBRS

              
	 	
                First
                  Trigger

              	
                Second
                  Trigger

              	
                Daily

              
	
                (A)

              	
                Cash

              	
                100

              	
                100

              	
                100

              
	
                (B)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of not more than one
                  year

              	
                100

              	
                100

              	
                98.5

              
	
                (C)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than one year but not
                  more than
                  ten years

              	
                100

              	
                94

              	
                89.9

              
	
                (D)

              	
                Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than ten years

              	
                100

              	
                87

              	
                83.9

              
	
                (E)

              	
                Agency
                  Securities:
                  negotiable debt obligations of the Federal National Mortgage Association
                  (FNMA) and Freddie Mac (collectively, “Agency
                  Securities”)
                  issued after July 18, 1984 and having a remaining maturity of not
                  more
                  than 1 year.

              	
                100

              	
                99

              	
                98.5

              
	
                (F)

              	
                Agency
                  Securities having a remaining maturity of greater than 1 year but
                  not more
                  than 2 years.

              	
                100

              	
                98

              	
                97.7

              
	
                (G)

              	
                Agency
                  Securities having a remaining maturity of greater than 2 years
                  but not
                  more than 3 years.

              	
                100

              	
                97

              	
                97.3

              
	
                (H)

              	
                Agency
                  Securities having a remaining maturity of greater than 3 years
                  but not
                  more than 5 years.

              	
                100

              	
                96

              	
                94.5

              
	
                (I)

              	
                Agency
                  Securities having a remaining maturity of greater than 5 years
                  but not
                  more than 7 years.

              	
                100

              	
                94

              	
                93.1

              
	
                (J)

              	
                Agency
                  Securities having a remaining maturity of greater than 7 years
                  but not
                  more than 10 years.

              	
                100

              	
                93

              	
                90.7

              
	
                (K)

              	
                Agency
                  Securities having a remaining maturity of greater than 10 years
                  but not
                  more than 20 years.

              	
                100

              	
                88

              	
                87.7

              
	
                (L)

              	
                Agency
                  Securities having a remaining maturity of greater than 20 years
                  but not
                  more than 30 years.

              	
                100

              	
                86

              	
                84.4

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      


       

      
        	
                HSBC
                  Bank USA, National Association

              	 	
                HSBC
                  Bank USA, National Association, not individually, but solely as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust with respect to the Nomura Home Equity Loan, Inc., Home Equity
                  Loan
                  Trust, Series 2007-2

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 
	
                Date:

              	 	 	
                Date:

              	 


      

      


       

      
      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        S

      


      FORM
        OF
        POWER OF ATTORNEY

      


      RECORDING
        REQUESTED BY

      AND
        WHEN
        RECORDED MAIL TO

      [Servicer]

      [Servicer’s
        Address]

      


      Attn:
        _________________________________

      


      LIMITED
        POWER OF ATTORNEY

      


      


      KNOW
        ALL
        MEN BY THESE PRESENTS, that ________________, having its principal place
        of
        business at ____________________, as Trustee (the “Trustee”) pursuant to that
        Pooling and Servicing Agreement among ___________________ (the “Depositor”),
        ___________________ (the “Sponsor”), Ocwen Loan Servicing, LLC (“Ocwen”), as a
        servicer, Equity One, Inc. (“Equity One”), as a servicer, Select Portfolio
        Servicing, LLC (“SPS), as a servicer, Wells Fargo Bank, N.A. (“Wells Fargo”), as
        Master Servicer and Securities Administrator, and the Trustee, dated as of
        January 1, 2007 (the “Pooling and Servicing Agreement”), hereby constitutes and
        appoints [Ocwen][Equity
        One][SPS]
        (the
“Servicer”), by and through the Servicer’s officers, the Trustee’s true and
        lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the
        Trustee’s benefit, in connection with all mortgage loans serviced by the
        Servicer pursuant to the Pooling and Servicing Agreement for the purpose
        of
        performing all acts and executing all documents in the name of the Trustee
        as
        may be customarily and reasonably necessary and appropriate to effectuate
        the
        following enumerated transactions in respect of any of the mortgages or deeds
        of
        trust (the “Mortgages” and the “Deeds of Trust”, respectively) and promissory
        notes secured thereby (the “Mortgage Notes”) for which the undersigned is acting
        as Trustee for various certificateholders (whether the undersigned is named
        therein as mortgagee or beneficiary or has become mortgagee by virtue of
        endorsement of the Mortgage Note secured by any such Mortgage or Deed of
        Trust)
        and for which the Servicer is acting as servicer, all subject to the terms
        of
        the Pooling and Servicing Agreement and Servicing Agreement.

      


      This
        appointment shall apply to the following enumerated transactions
        only:

      


      
        	1.          
                 	
                The
                  modification or re-recording of a Mortgage or Deed of Trust, where
                  said
                  modification or re-recordings is for the purpose of correcting
                  the
                  Mortgage or Deed of Trust to conform same to the original intent
                  of the
                  parties thereto or to correct title errors discovered after such
                  title
                  insurance was issued and said modification or re-recording, in
                  either
                  instance, does not adversely affect the lien of the Mortgage or
                  Deed of
                  Trust as insured.

              


      

      


      
        	2.            
                	
                The
                  subordination of the lien of a Mortgage or Deed of Trust to an
                  easement in
                  favor of a public utility company of a government agency or unit
                  with
                  powers of eminent domain; this section shall include, without limitation,
                  the execution of partial satisfactions/releases, partial reconveyances
                  or
                  the execution or requests to trustees to accomplish
                  same.

              


      

      


      
        	3.            
                	
                The
                  conveyance of the properties to the mortgage insurer, or the closing
                  of
                  the title to the property to be acquired as real estate owned,
                  or
                  conveyance of title to real estate
                  owned.

              


      

      


      4.     
          The
        completion of loan assumption agreements.

      


      
        	5.             	
                The
                  full satisfaction/release of a Mortgage or Deed of Trust or full
                  conveyance upon payment and discharge of all sums secured thereby,
                  including, without limitation, cancellation of the related Mortgage
                  Note.

              


      

      


      
        	6.             	
                The
                  assignment of any Mortgage or Deed of Trust and the related Mortgage
                  Note,
                  in connection with the repurchase of the mortgage loan secured
                  and
                  evidenced thereby.

              


      

      


      
        	7.             	
                The
                  full assignment of a Mortgage or Deed of Trust upon payment and
                  discharge
                  of all sums secured thereby in conjunction with the refinancing
                  thereof,
                  including, without limitation, the assignment of the related Mortgage
                  Note.

              


      

      


      
        	8.             	
                With
                  respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                  of a
                  deed in lieu of foreclosure, or the completion of judicial or non-judicial
                  foreclosure or termination, cancellation or rescission of any such
                  foreclosure, including, without limitation, any and all of the
                  following
                  acts:

              


      

      


      
        	a.  	
                the
                  substitution of trustee(s) serving under a Deed of Trust, in accordance
                  with state law and the Deed of
                  Trust;

              


      

      


      
        	b.  	
                the
                  preparation and issuance of statements of breach or
                  non-performance;

              


      

      


      
        	c.  	
                the
                  preparation and filing of notices of default and/or notices of
                  sale;

              


      

      


      
        	d.  	
                the
                  cancellation/rescission of notices of default and/or notices of
                  sale;

              


      

      


      
        	e.  	
                the
                  taking of a deed in lieu of foreclosure;
                  and

              


      

      


      
        	f.  	
                the
                  preparation and execution of such other documents and performance
                  of such
                  other actions as may be necessary under the terms of the Mortgage,
                  Deed of
                  Trust or state law to expeditiously complete said transactions
                  in
                  paragraphs 8.a. through 8.e.,
                  above.

              


      

      


      The
        undersigned gives said Attorney-in-Fact full power and authority to execute
        such
        instruments and to do and perform all and every act and thing necessary and
        proper to carry into effect the power or powers granted by or under this
        Limited
        Power of Attorney as fully as the undersigned might or could do, and hereby
        does
        ratify and confirm to all that said Attorney-in-Fact shall lawfully do or
        cause
        to be done by authority hereof. 

      


      Third
        parties without actual notice may rely upon the exercise of the power granted
        under this Limited Power of Attorney; and may be satisfied that this Limited
        Power of Attorney shall continue in full force and effect and has not been
        revoked unless an instrument of revocation has been made in writing by the
        undersigned.

      


      IN
        WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
        Servicing Agreement among the Depositor, the Sponsor, the Servicer, Wells
        Fargo
        and the Trustee, dated as of ___________ 1, 200__ (_____________ Asset-Backed
        Certificates, Series 200__-___), has caused its corporate seal to be hereto
        affixed and these presents to be signed and acknowledged in its name and
        behalf
        by ____________ its duly elected and authorized Vice President this _________
        day of _________, 200__.

      


      
        	 	 	 	 	 	 	 	 	
                as
                  Trustee for _____ Asset 

                Backed
                  Certificates, Series 200__-___

              
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	 


      

      


      


      
        	
                STATE
                  OF _____________

              
	 
	
                COUNTY
                  OF ___________

              


      

      


      On
        _______________, 200__, before me, the undersigned, a Notary Public in and
        for
        said state, personally appeared ____________, Vice President of
        ____________________ as Trustee for ___________ Asset-Backed Certificates,
        Series 200__-___, personally known to me to be the person whose name is
        subscribed to the within instrument and acknowledged to me that he/she executed
        that same in his/her authorized capacity, and that by his/her signature on
        the
        instrument the entity upon behalf of which the person acted and executed
        the
        instrument.

      


      WITNESS
        my hand and official seal.

      (SEAL)

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                My
                  Commission Expires
                  _________________

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        T

      


      ASSIGNMENTAGREEMENT

       


      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
        and entered into as of January 1, 2007 (the “Closing Date”), among Nomura Credit
& Capital, Inc., having an address at 2
        World
        Financial Center, Building B, 21st
        Floor,
        New York, New York 10281
        (the
“Assignor”), Nomura Home Equity Loan, Inc., having an address at 2 World
        Financial Center, Building B, 21st
        Floor,
        New York, New York 10281 (the “Assignee”) and Wells Fargo Bank, N.A., having an
        address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the “Servicer” or the
“Company”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans identified on the schedule annexed hereto
        as
Attachment
        1
        (the
“Assigned Loans”), which are now serviced by the Servicer on behalf of the
        Assignor and its successors and assigns pursuant to the Seller’s Warranties and
        Servicing Agreement (WFHM
        2006-M03),
        dated
        as of March 1, 2006, between the Assignor and the Servicer (the “Servicing
        Agreement”) and attached hereto as Attachment
        2,
        shall
        be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
        Agreement, dated as of January 31, 2007 (the “MLPA”), between the Assignor and
        the Assignee and subject to the terms of this AAR Agreement. The Assignee
        intends to transfer all right, title and interest in and to the Assigned
        Loans
        and the Servicing Agreement to HSBC Bank USA, National Association, as trustee
        (the “Trustee”) for
        the
        holders of Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2007-2
        Asset-Backed Certificates, Series 2007-2 (the “Certificateholders”) pursuant to
        the Pooling and Servicing Agreement, dated as of January 1, 2007 (the “Pooling
        and Servicing Agreement”) among the Assignor, as the sponsor, the Assignee, as
        depositor, Equity
        One, Inc. as a servicer, Ocwen Loan Servicing, LLC as a servicer, Select
        Portfolio Servicing, Inc. as a servicer, the
        Trustee and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”)
        and securities administrator (the “Securities Administrator”).
        Capitalized terms used herein but not defined shall have the meanings ascribed
        to them in the Servicing Agreement.

       

      Assignment
        and Assumption

       

      1.  Assignor
        hereby grants, transfers and assigns to Assignee all of the right, title
        and
        interest of Assignor in, to and under the Servicing Agreement as it relates
        to
        the Assigned Loans. Assignor specifically reserves and does not assign to
        Assignee any right, title and interest in, to or under the Servicing Agreement,
        as it relates to any mortgage loans other than the Assigned Loans.
        Notwithstanding anything to the contrary contained herein, the Assignor
        specifically reserves and does not assign to the Assignee the representations
        and warranties contained in Sections 3.01 and 3.02 of the Servicing Agreement
        or
        the right to enforce the representations and warranties against the Company,
        including, without limitation, the rights set forth in Section 3.03 of the
        Servicing Agreement. 

       

      Representations,
        Warranties and Covenants

       

      2.  Assignor
        warrants and represents to Assignee and Servicer as of the Closing
        Date:

       

      (a)  Attached
        hereto as Attachment
        2
        is a
        true and accurate copy of the Servicing Agreement, which Servicing Agreement
        is
        in full force and effect as of the date hereof and the provisions of which,
        except as set forth herein, have not been waived, amended or modified in
        any
        respect, nor has any notice of termination been given thereunder;

       

      (b)  Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests and rights under the Servicing
        Agreement as they relate to the Assigned Loans to the extent set forth herein,
        free and clear of any and all claims and encumbrances; and upon the transfer
        of
        the Assigned Loans to Assignee under the MLPA, Assignee shall have good title
        to
        each and every Assigned Loan, as well as any and all of Assignor’s interests and
        rights under the Servicing Agreement as they relate to the Assigned Loans,
        free
        and clear of any and all liens, claims and encumbrances;

       

      (c)  Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        sell, transfer and assign the Assigned Loans;

       

      (d)  Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignor’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignor’s certificate of incorporation or by-laws or any legal restriction, or
        any material agreement or instrument to which Assignor is now a party or
        by
        which it is bound, or result in the violation of any law, rule, regulation,
        order, judgment or decree to which Assignor or its property is subject. The
        execution, delivery and performance by Assignor of this AAR Agreement and
        the
        consummation by it of the transactions contemplated hereby, have been duly
        authorized by all necessary corporate action on the part of Assignor. This
        AAR
        Agreement has been duly executed and delivered by Assignor and, upon the
        due
        authorization, execution and delivery by Assignee and Servicer, will constitute
        the valid and legally binding obligation of Assignor enforceable against
        Assignor in accordance with its terms except as enforceability may be limited
        by
        bankruptcy, reorganization, insolvency, moratorium or other similar laws
        now or
        hereafter in effect relating to creditors’ rights generally, and by general
        principles of equity regardless of whether enforceability is considered in
        a
        proceeding in equity or at law; and

       

      (e)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby.

       

      3.  Assignee
        warrants and represents to, and covenants with, Assignor and Servicer as
        of the
        Closing Date:

       

      (a)  Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation and has all requisite power and authority
        to
        acquire, own and purchase the Assigned Loans;

       

      (b)  Assignee
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s certificate of incorporation or by-laws or any legal restriction, or
        any material agreement or instrument to which Assignee is now a party or
        by
        which it is bound, or result in the violation of any law, rule, regulation,
        order, judgment or decree to which Assignee or its property is subject. The
        execution, delivery and performance by Assignee of this AAR Agreement and
        the
        consummation by it of the transactions contemplated hereby, have been duly
        authorized by all necessary corporate action on the part of Assignee. This
        AAR
        Agreement has been duly executed and delivered by Assignee and, upon the
        due
        authorization, execution and delivery by Assignor and the Servicer, will
        constitute the valid and legally binding obligation of Assignee enforceable
        against Assignee in accordance with its terms except as enforceability may
        be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law;

       

      (c)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and

       

      (d)  Assignee
        agrees to be bound by all of the terms, covenants and conditions of the
        Servicing Agreement, as modified by this AAR Agreement, with respect to the
        Assigned Loans.

       

      4.  The
        Servicer warrants and represents to, and covenants with, Assignor and Assignee
        as of the Closing Date:

       

      (a)  Attached
        hereto as Attachment
        2
        is a
        true and accurate copy of the Servicing Agreement, which Servicing Agreement
        is
        in full force and effect as of the Closing Date and the provisions of which,
        except as set forth herein, have not been waived, amended or modified in
        any
        respect, nor has any notice of termination been given thereunder;

       

      (b)  The
        Servicer is duly organized, validly existing and in good standing under the
        laws
        of the United States of America, and has all requisite power and authority
        to
        service the Assigned Loans and otherwise to perform its obligations under
        the
        Servicing Agreement, as modified by this AAR Agreement;

       

      (c)  The
        Servicer has full power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of the Servicer’s business and will not
        conflict with, or result in a breach of, any of the terms, conditions or
        provisions of the Servicer’s charter or by-laws or any legal restriction, or any
        material agreement or instrument to which the Servicer is now a party or
        by
        which it is bound, or result in the violation of any law, rule, regulation,
        order, judgment or decree to which the Servicer or its property is subject.
        The
        execution, delivery and performance by the Servicer of this AAR Agreement
        and
        the consummation by it of the transactions contemplated hereby, have been
        duly
        authorized by all necessary action on the part of the Servicer. This AAR
        Agreement has been duly executed and delivered by the Servicer, and, upon
        the
        due, authorization, execution and delivery by Assignor and Assignee, will
        constitute the valid and legally binding obligation of the Servicer, enforceable
        against the Servicer in accordance with its terms except as enforceability
        may
        be limited by insolvency, liquidation, conservatorship or other similar laws
        administered by the Federal Deposit Insurance Corporation affecting the
        enforcement of contract obligations of insured banks, and by general principals
        of equity regardless of whether enforceability is considered in a proceeding
        in
        equity or at law;

       

      (d)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        the Servicer in connection with the execution, delivery or performance by
        the
        Servicer of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and

       

      (e)  The
        Servicer shall service the Assigned Loans in accordance with the terms and
        provisions of the Servicing Agreement, as modified by this AAR Agreement.
        The
        Servicer shall establish a Custodial Account and an Escrow Account under
        the
        Servicing Agreement with respect to the Assigned Loans separate from the
        Custodial Account and Escrow Account previously established under the Servicing
        Agreement in favor of Assignor, and shall remit collections received on the
        Assigned Loans to the appropriate account as required by the Servicing
        Agreement. The Custodial Account and the Escrow Account each shall be entitled
        “Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National Association
        as
        Trustee, in trust for the registered holders of Nomura Home
        Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2, Asset-Backed
        Certificates, Series 2007-2”
and
        shall be established and maintained with a Qualified Depository. Any funds
        held
        in the Custodial Account are and shall remain uninvested.

       

      Recognition
        of Assignee.

       

      5.  From
        and
        after the date hereof, Servicer shall recognize Assignee as owner of the
        Assigned Loans, and acknowledges that the Assigned Loans will be part of
        a
        REMIC, and will service the Assigned Loans in accordance with the Servicing
        Agreement, as modified by this AAR Agreement, but in no event in a manner
        that
        would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in
        the
        imposition of a tax upon any REMIC (including but not limited to the tax
        on
        prohibited transactions as defined in Section 860F(a)(2) of the Internal
        Revenue
        Code of 1986 (the “Code”) and the tax on contributions to a REMIC set forth in
        Section 860G(d) of the Code). It is the intention of Assignor, Servicer and
        Assignee that this AAR Agreement shall be binding upon and for the benefit
        of
        the respective successors and assigns of the parties hereto. Neither Servicer
        nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter
        any of the terms or provisions of the Servicing Agreement which amendment,
        modification, waiver or other alteration would in any way affect the Assigned
        Loans without the prior written consent of the Master Servicer and Trustee.
        

       

      6.  The
        Servicer hereby acknowledges that the Trustee, acting pursuant to the terms
        of
        the Pooling and Servicing Agreement, has the right to enforce all obligations
        of
        the Servicer, as they relate to the Assigned Loans, under the Servicing
        Agreement. Such right will include, without limitation, the right to
        indemnification, the right to terminate the Servicer under the Servicing
        Agreement upon the occurrence of an Event of Default thereunder and the right
        to
        exercise certain rights of consent and approval relating to actions taken
        by the
        Servicer under the Servicing Agreement. In addition, any notice required
        to be
        given by the “Purchaser” pursuant to Section 10.01 of the Servicing Agreement
        shall be given by the Master Servicer or the Trustee. The Servicer further
        acknowledges that pursuant to the terms of the Pooling and Servicing Agreement,
        the Master Servicer is required to monitor the performance of the Servicer
        under
        the Servicing Agreement, except with respect to Section 4.23 of the Servicing
        Agreement. The Master Servicer shall have the right to receive all remittances
        required to be made by the Servicer under the Servicing Agreement, the right
        to
        receive all monthly reports and other data required to be delivered by the
        Servicer under the Servicing Agreement, the right to examine the books and
        records of the Servicer under the Servicing Agreement and the right to
        indemnification under the Servicing Agreement. In addition, if the Servicer
        shall fail to remit any payment pursuant to the Servicing Agreement, the
        Master
        Servicer shall notify the Trustee and the Servicer of such failure as set
        forth
        in Section 10.01 of the Servicing Agreement. The Servicer hereby agrees to
        make
        all remittances required under the Servicing Agreement to the Master Servicer
        for the benefit of the Certificateholders in accordance with the following
        wire
        instructions:

       

      Wells
        Fargo Bank, N.A.

      ABA:
        121-000-248

      Acct
        #:3970771416

      Acct
        Name: [SAS Clearing]

      For
        Further Credit to: NHEL 2007-2 Account # 50984600

      


      7.  Pursuant
        to Section 9.01(a) of the Servicing Agreement, the Servicer hereby makes
        the
        representations and warranties set forth in Section 3.01 of the Servicing
        Agreement as of the Closing Date.

       

      8.  In
        the
        event that the Assignor substitutes any Deleted Mortgage Loans with any
        Qualified Substitute Mortgage Loans in the manner set forth in the Pooling
        and
        Servicing Agreement, the Servicer shall determine the amount (the “Substitution
        Shortfall Amount”), if any, by which the aggregate purchase price of all such
        Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
        Substitute Mortgage Loan, (x) the scheduled principal balance thereof as
        of the
        date of substitution, together with one month’s interest on such scheduled
        principal balance at the applicable Mortgage Interest Rate (minus the
        Administration Fee Rate (as defined below)), plus (y) all outstanding Monthly
        Advances and Servicing Advances (including nonrecoverable Monthly Advances
        and
        nonrecoverable Servicing Advances) related thereto; provided, however, if
        the
        Servicer repurchases the Deleted Mortgage Loan, the amounts set forth in
        clause
        (y) shall not be included in the calculation of the Substitution Shortfall
        Amount. On the date of such substitution, the Assignor will deliver or cause
        to
        be delivered to the Servicer for deposit in the Custodial Account an amount
        equal to the Substitution Shortfall Amount, if any, and the Servicer shall
        certify in writing or electronic mail to the Trustee that it has received
        such
        Substitution Shortfall Amount from the Assignor. The Servicer shall remit
        such
        Substitution Shortfall Amount to the Securities Administrator on the next
        succeeding Remittance Date. As used in this Section, the “Administration Fee
        Rate” means the sum of the rates used to calculate the fees payable to the
        Servicer, the Master Servicer and the credit risk manager under the Pooling
        and
        Servicing Agreement. 

       

      Modification
        of the Servicing Agreement

       

      9.  The
        Servicer and Assignor hereby amend the Servicing Agreement with respect to
        the
        Assigned Loans as follows:

       

      (a)  The
        following definitions are added to Article I of the Servicing Agreement in
        proper alphabetical order:

       

      “Distribution
        Date”:
        The
        25th
        day of
        any month, or if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day,
        commencing in February 2007.

       

      “Securities
        Administrator”:
        Wells
        Fargo Bank, N.A., or any successor thereto.

       

      “Trust”:
        Nomura
        Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2.

       

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

       

      (b)  The
        definition of Business Day in Article I of the Servicing Agreement is modified
        by replacing clause (ii) with the following:

       

      (ii)
        a
        day on which banking institutions in the State of New York, the State of
        Maryland, the State of Iowa, the State of California, the State of Minnesota,
        the State of South Carolina and the State in which any Corporate Trust Office
        of
        the Trustee is located are authorized or obligated by law or executive order
        to
        be closed.

       

      (c)  The
        definition of “Commission” in Article I of the Servicing Agreement is modified
        by replacing such definition with the following:

       

      “Commission”:
        The
        United States Securities and Exchange Commission.

       

      (d)  The
        definition of “Depositor” in Article I of the Servicing Agreement is modified by
        replacing such definition with the following:

       

      “Depositor”:
        Nomura
        Home Equity Loan, Inc.

       

      (e)  The
        definition of “Master Servicer” in Article I of the Servicing Agreement is
        modified by replacing such definition with the following:

       

      “Master
        Servicer”:
        Wells
        Fargo Bank, N.A., or any successor thereto.

       

      (f)  The
        definition of “Officer’s
        Certificate”
in
        Article I of this Agreement is modified by adding “(i)” at the beginning thereof
        and the following after the word “Agreement”: 

       

      ,
        or (ii)
        if provided for in this Agreement, signed by an Authorized Servicer
        Representative, as the case may be, and delivered to the Depositor, the Sponsor,
        the Master Servicer, the Securities Administrator and/or the Trustee, as
        the
        case may be, as required by this Agreement.

       

      (g)  The
        definition of “Opinion of Counsel” in Article I of the Servicing Agreement is
        modified by replacing such definition with the following:

       

      “Opinion
        of Counsel”:
        A
        written opinion of counsel, who may, without limitation, be salaried counsel
        for
        the Depositor, the Company, the Securities Administrator or the Master Servicer,
        acceptable to the Trustee, except that any opinion of counsel relating to
        (a)
        the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
        Provisions must be an opinion of independent counsel; provided, however,
        any
        Opinion of Counsel provided by the Company pursuant to clause (b) above may
        be
        provided by internal counsel; provided that the delivery of such Opinion
        of
        Counsel shall not release the Company from any of its obligations hereunder
        and
        the Company shall be responsible for such contemplated actions or inaction,
        as
        the case may be, to the extent it conflicts with the terms of this
        Agreement.

       

      (h)  The
        definition of “Rating Agency” in Article I of the Servicing Agreement is
        modified by replacing such definition with the following:

       

      “Rating
        Agencies”:
        Moody’s Investors Services, Inc., Standard & Poor’s Ratings Services and
        Dominion Bond Rating Service or their successors. If such agencies or their
        successors are no longer in existence, “Rating Agencies” shall be such
        nationally recognized statistical rating agencies, or other comparable Persons,
        designated by the Depositor, notice of which designation shall be given to
        the
        Trustee.

       

      (i)  The
        definition of “Servicing Officer” in Article I of the Servicing Agreement is
        deleted in its entirety thereof and replaced with the following:

       

      “Servicing
        Officer”:
        Any
        officer of the Servicer involved in, or responsible for, the administration
        and
        servicing of the Mortgage Loans whose name and facsimile signature appear
        on a
        list of servicing officers furnished to the Depositor, Trustee and the Master
        Servicer by the Servicer on the closing date of any securitization transaction,
        as such list may from time to time be amended.

       

      (j)  The
        definition of “Qualified Depository” in Article I of the Servicing Agreement is
        hereby amended by deleting the words “Group or” following the words “Standard
& Poor’s Ratings” and replacing it with “Services and”.

       

      (k)  The
        following language is added to the end of the definition of “REMIC Provisions”
in Article I of the Servicing Agreement: 

       

      “as
        well
        as provisions of applicable state laws”

       

      (l)  The
        definition of “Servicer” in Article I of the Servicing Agreement is modified by
        replacing such definition with the following:

       

      “Servicer”:
        As
        defined in Section 9.01(d)(iii).

       

      (m)  The
        definition of “Servicing Advances” in Article I of the Servicing Agreement is
        hereby amended by adding the following language after the phrase “including
        reasonable attorney's fees and disbursements”: “but excluding any fees
        associated with the registration of any Mortgage Loan on the MERS System
        as
        required under Section 4.01”.

       

      (n)  The
        definition of “Servicing Advances” in Article I of the Servicing Agreement is
        further amended by adding the following language at the end thereof: “and (f)
        payment of taxes.”

       

      (o)  The
        first
        sentence of the second paragraph of Section 4.01 of the Servicing Agreement
        is
        modified by inserting the phrase “, other than Servicing Advances,” immediately
        after the words “any future advances”.

       

      (p)  The
        second sentence of the first paragraph of Section 4.02 of the Servicing
        Agreement is modified by (i) deleting
        the phrase “,the Company shall first notify the Purchaser in writing of the
        Company's intention to do so” and (ii) deleting
        the phrase “, provided that the Company shall not commence foreclosure
        proceedings if the Purchaser objects to such action within three (3) Business
        Days of receiving such notice”.

       

      (q)  Section
        4.05 of the Servicing Agreement is modified by deleting the word “and” at the
        end of clause (viii), deleting the “.” at the end of clause (ix) and adding “;”
and adding the following clauses: “(x) to reimburse itself for expenses incurred
        and reimbursable to it pursuant to the fees paid to MERS under Section 4.01;
        and
        (xi) to reimburse itself for any Monthly Advance or Servicing Advance previously
        made by it which the Company has determined to be a nonrecoverable Monthly
        Advance or a nonrecoverable Servicing Advance, as evidenced by the delivery
        to
        the Master Servicer of a certificate signed by two officers of the
        Company”.

       

      (r)  Section
        4.16 of the Servicing Agreement is modified by deleting the “.” from the first
        sentence in the second paragraph and adding the following: “in a manner which
        does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt
        by
        any Trust REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
        foreclosure property” which is subject to taxation under the REMIC
        Provisions.”

       

      (s)  Section
        4.16 of the Servicing Agreement is further modified by deleting the first
        sentence from the third paragraph and replacing it with the following: “The
        Company, shall either sell any REO Property by the close of the third calendar
        year following the calendar year in which the Trust acquires ownership of
        such
        REO Property for purposes of Section 860(a)(8) of the Code or request from
        the
        Internal Revenue Service, no later than 60 days before the day on which the
        three-year grace period would otherwise expire an extension of the three-year
        grace period, unless the Company had delivered to the Trustee an Opinion
        of
        Counsel, addressed to the Trustee and the Depositor, to the effect that the
        holding by the Trust of such REO Property subsequent to three years after
        its
        acquisition will not result in the imposition on any Trust REMIC created
        hereunder of taxes on “prohibited transactions” thereof, as defined in Section
        860F of the Code, or cause any Trust REMIC hereunder to fail to qualify as
        a
        REMIC under Federal law at any time that any Certificates issued by the Trust
        are outstanding.”

       

      (t)  Section
        4.17 of the Servicing Agreement is modified by deleting the words “on or before
        the Remittance Date” from the first sentence therein.

       

      (u)  The
        second paragraph of Section 5.01 of the Servicing Agreement is modified by
        deleting from the first sentence therein the words “second Business Day
        following the” and by deleting the word “second” from the second sentence
        therein.

       

      (v)  Section
        5.02 of the Servicing Agreement is deleted in its entirety and replaced with
        the
        following:

       

      No
        later
        than the tenth (10th)
        calendar day (or if such tenth (10th)
        day is
        not a Business Day, the first Business Day immediately preceding such tenth
        (10th)
        day) of
        each month, Company shall furnish to the Master Servicer a computer tape
        or data
        file containing the data specified in Exhibit I, which data shall reflect
        information from the Due Period immediately preceding the Remittance Date
        and
        such other information with respect to the Mortgage Loans as the Master Servicer
        may reasonably require to allocate remittances made pursuant to this Agreement
        and provide appropriate statements with respect to such
        remittances.

       

      (w)  Section
        5.03 of the Servicing Agreement is modified by deleting the words “that if
        requested by a Rating Agency” from the first sentence of clause (ii)
        therein.

       

      (x)  The
        first
        paragraph of Section 6.02 of the Servicing Agreement is modified by deleting
        the
        words “and may request the release of any Mortgage Loan Documents” and adding
        the words “and may request that the Purchaser or its designee release the
        related Mortgage Loan Documents” in the last line of such
        paragraph.

       

      (y)  Section
        6.04 of the Servicing Agreement is modified by deleting the words “the
        Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
        Master Servicer and such Depositor” and replacing such with “the Master
        Servicer”. 

       

      (z)  Section
        6.05 of the Servicing Agreement is deleted in its entirety and replaced with
        “Reserved”.

       

      (aa)  Section
        6.06 of the Servicing Agreement is modified by deleting the words “the
        Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
        Master Servicer and such Depositor” and replacing such with “the Master
        Servicer,”.

       

      (bb)  Section
        6.07 of the Servicing Agreement (entitled “Remedies”) is modified by adding the
        language “, Master Servicer,” after the phrase “(or such designee)” in clause
        (iii) therein. 

       

      (cc)  Section
        6.07 of the Servicing Agreement (entitled “Compliance with REMIC provisions”),
        which follows Section 6.08 thereof, is incorrectly numbered and is hereby
        renumbered as Section 6.09. In addition, the following paragraph is hereby
        added
        to new Section 6.09 of the Servicing Agreement:

       

      The
        Company shall not permit the creation of any “interests” (within the meaning of
        Section 860G of the Code) in any REMIC. The Company shall not enter into
        any
        arrangement by which a REMIC will receive a fee or other compensation for
        services nor permit a REMIC to receive any income from assets other than
        “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

       

      (dd)  Section
        8.01 of the Servicing Agreement is deleted in its entirety and replaced with
        the
        following:

       

      The
        Company shall indemnify the Purchaser and Master Servicer and hold them harmless
        against any and all claims, losses, damages, penalties, fines, forfeitures,
        reasonable and necessary legal fees and related costs, judgments, and any
        other
        costs, fees and expenses that the Purchaser or Master Servicer may sustain
        in
        any way related to the failure of the Company to perform its duties and service
        the Mortgage Loans in strict compliance with the terms of this Agreement.
        The
        Company immediately shall notify the Purchaser and Master Servicer if a claim
        is
        made by a third party with respect to this Agreement or the Mortgage Loans,
        assume (with prior written consent of the Purchaser or Master Servicer,
        respectively) the defense of any such claim and pay all expenses in connection
        therewith, including counsel fees, and promptly pay, discharge and satisfy
        any
        judgment or decree which may be entered against it or the Purchaser or Master
        Servicer in respect of such claim. The Company shall follow any written
        instructions received from the Purchaser or Master Servicer in connection
        with
        such claim. The Purchaser or Master Servicer promptly shall reimburse the
        Company for all amounts advanced by it pursuant to the preceding sentence
        except
        when the claim is in any way related to the Company’s indemnification pursuant
        to Section 3.03, or the failure of the Company to service and administer
        the
        Mortgage Loans in strict compliance with the terms of this
        Agreement.

       

      (ee)  Section
        9.01(d) of the Servicing Agreement is modified by deleting phrase “(i), (ii),
        (iii) and (vii)” in the first paragraph thereof in its entirety and replacing it
        with the phrase “(i), (ii), (iii), (vii) and (viii)”.

       

      (ff)  Section
        9.01(d)(vi)(A) of the Servicing Agreement is modified by deleting the phrase
        “The Company shall be deemed to represent” in the first line thereof in its
        entirety and replacing it with the phrase “The Company hereby
        represents”.

       

      (gg)  Section
        9.01(d)(viii) of the Servicing Agreement is modified by adding the following
        language at the end thereof: “as may reasonably requested by the Purchaser, any
        Master Servicer, or any Depositor.”

       

      (hh)  Section
        9.01(e)(iv) of the Servicing Agreement is modified by adding the following
        language at the end thereof: “or Sections 4.25, 6.04, 6.06, 6.07, 9.01(d) or (f)
        or 12.14.”

       

      (ii)  Section
        9.01 of the Servicing Agreement is modified by deleting the phrase “Section
        9.01(d)” in the first sentence of the third paragraph thereof in its entirety
        and replacing it with the phrase “Sections 4.25, 6.04, 6.06, 6.07, 9.01(d), (e)
        and (f) and 12.14.”

       

      (jj)  Section
        10.01 of the Servicing Agreement is modified by adding the language “(not
        including Sections 6.04 or 6.06 of this Agreement)” after the phrase “set forth
        in this Agreement” in clause (ii) therein, and by replacing “thirty (30)” with
“fourteen (14)” in clause (x) therein.

       

      (kk)  Section
        11.02 of the Servicing Agreement is hereby deleted in its entirety.

       

      (ll)  Exhibit
        I
        of the Servicing Agreement is modified to include the information set forth
        on
Attachment
        3
        hereto
        or in such other format mutually agreed upon by the Company and the Master
        Servicer.

       

      (mm)  Exhibit
        I
        of the Servicing Agreement is further modified by deleting the phrase “Form of
        Remittance Advice” in its entirety and replacing it with the phrase “Form of
        Remittance Report”. 

       

      (nn)  Exhibit
        K
        of the Servicing Agreement is hereby deleted in its entirety and replaced
        with
Attachment
        4
        hereto.

       

      Miscellaneous

       

      10.  All
        demands, notices and communications related to the Assigned Loans, the Servicing
        Agreement and this AAR Agreement shall be in writing or electronic mail and
        shall be deemed to have been duly given if personally delivered at or mailed
        by
        registered mail, postage prepaid, as follows:

       

      (a)  In
        the
        case of Assignor,

       

      Nomura
        Credit & Capital, Inc.

      2
        World
        Financial Center

      Building
        B, 18th
        Floor

      New
        York,
        New York 10281

      Attn:
        Legal Assistant 

      


      (b)  In
        the
        case of Assignee,

       

      Nomura
        Home Equity Loan, Inc.

      2
        World
        Financial Center

      Building
        B, 18th
        Floor

      New
        York,
        New York 10281

      Attention:
        Legal Assistant

       

      (c)  In
        the
        case of Master Servicer,

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager - NHEL 2007-2

       

      Telecopier:
        (410) 715-2380

       

      (d)  In
        the
        case of Servicer,

       

      Wells
        Fargo Bank, N.A.

      1
        Home
        Campus

      Des
        Moines, Iowa 50328-0001

      Attention:
        John B. Brown, MAC X2302-033

       

      With
        a
        copy to:

      


      Wells
        Fargo Bank, N.A.

      1
        Home
        Campus

      Des
        Moines, Iowa 50328-0001

      Attention:
        General Counsel MAC X2401-06T

       

      11.  Each
        party will pay any commissions, fees and expenses, including attorney’s fees, it
        has incurred in connection with the negotiations for, documenting of and
        closing
        of the transactions contemplated by this AAR Agreement.

       

      12.  This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      13.  No
        term
        or provision of this AAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced.

       

      14.  This
        AAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

       

      15.  This
        AAR
        Agreement shall survive the conveyance of the Assigned Loans, the assignment
        of
        the Servicing Agreement to the extent of the Assigned Loans by Assignor to
        Assignee and the termination of the Servicing Agreement.

       

      16.  This
        AAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      17.  In
        the
        event that any provision of this AAR Agreement conflicts with any provision
        of
        the Servicing Agreement with respect to the Assigned Loans, the terms of
        this
        AAR Agreement shall control.

       

      18.  For
        purposes of this AAR Agreement, the Trustee and the Master Servicer shall
        be
        considered third party beneficiaries to this Agreement entitled to all the
        rights and benefits accruing to the Trustee and the Master Servicer, as
        applicable, herein as if it were a direct party to this AAR
        Agreement.

       

      


      [SIGNATURES
        COMMENCE ON FOLLOWING PAGE]

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
        the
        day and year first above written.

       

      


      
        	
                NOMURA
                  CREDIT & CAPITAL, INC.

                Assignor

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Timothy P. F. Crowley

              	 	 
	
                Name:

              	
                Timothy
                  P.F. Crowley

              	 	 
	
                Title:

              	
                Vice
                  President

              	 	 


      

      


      


      


      
        	
                NOMURA
                  HOME EQUITY LOAN, INC.

                Assignee

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  John P. Graham

              	 	 
	
                Name:

              	
                John
                  P. Graham

              	 	 
	
                Title:

              	
                Managing
                  Director

              	 	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                WELLS
                  FARGO BANK, N.A.

                Servicer

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Kelly Butler

              	 	 
	
                Name:

              	
                Kelly
                  Lynn Butler

              	 	 
	
                Title:

              	
                Assistant
                  Vice President

              	 	 


      

      


      


      


      
        	
                ACKNOWLEDGED
                  AND AGREED TO:

                HSBC
                  BANK USA, NATIONAL ASSOCIATION

                Trustee
                  for the holders of the Nomura Home Equity Loan, Inc.,

                Home
                  Equity Loan Trust, Series 2007-2

                Asset-Backed
                  Certificates

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Elena Zheng

              	 	 
	
                Name:

              	
                Elena
                  Zheng

              	 	 
	
                Title:

              	
                Assistant
                  Vice President

              	 	 


      

      


      


      


      
        	
                ACKNOWLEDGED
                  AND AGREED TO:

                WELLS
                  FARGO BANK, N.A.

                Master
                  Servicer

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Carla S. Walker

              	 	 
	
                Name:

              	
                Carla
                  S. Walker

              	 	 
	
                Title:

              	
                Vice
                  President

              	 	 


      

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ATTACHMENT
        I

      ASSIGNED
        LOAN SCHEDULE

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        2

       

      SELLER’S
        WARRANTIES AND SERVICING AGREEMENT

      


       

      


       

      [TO
        BE
        PROVIDED UPON REQUEST]

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      ATTACHMENT
        3

       

      STANDARD
        FILE LAYOUT- SCHEDULED/SCHEDULED

       

       

      


      
        	Exhibit 1:
                Standard File Layout - Master Servicing	 	 	 	 
	 	 	 	 	 
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

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

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code 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

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STANDARD
        FILE LAYOUT- DELINQUENCY REPORTING

       

       

        

      
        	Exhibit
                : Standard
                File Layout - Delinquency Reporting	 	 
	 	 	 	 
	
                *The
                  column/header names in bold
                  are the minimum fields Wells Fargo must receive from every
                  Servicer

              	 	 
	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

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

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

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

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

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

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

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

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

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

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

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

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

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

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

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

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

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

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

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

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

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

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

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

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

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

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

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

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

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

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

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

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

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

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

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

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

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

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              


      

       

      
        
          
            	
                    MOTION_FOR_RELIEF_DATE

                  	
                    The
                      date the Motion for Relief was filed

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    FRCLSR_BID_AMT

                  	
                    The
                      foreclosure sale bid amount

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FRCLSR_SALE_TYPE

                  	
                    The
                      foreclosure sales results: REO, Third Party, Conveyance to
                      HUD/VA

                  	 	
                     

                  
	
                    REO_PROCEEDS

                  	
                    The
                      net proceeds from the sale of the REO property. 

                  	 	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    BPO_DATE

                  	
                    The
                      date the BPO was done.

                  	 	
                     

                  
	
                    CURRENT_BPO_VAL

                  	
                    The
                      current "as is" value of th property based on a brokers price
                      opinion.

                  	 	
                     

                  
	
                    REPAIRED_BPO_PROP_VAL

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

                  	 	
                     

                  
	
                    CURR_APP_VAL

                  	
                     The
                      current "as is" value of the property based on an
                      appraisal.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    CURRENT_FICO

                  	
                    The
                      current FICO score

                  	 	
                     

                  
	
                    HAZARD_CLAIM_FILED_DATE

                  	
                    The
                      date the Hazard Claim was filed with the Hazard Insurance
                      Company.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    HAZARD_CLAIM_AMT

                  	
                    The
                      amount of the Hazard Insurance Claim filed.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    HAZARD_CLAIM_PAID_DATE

                  	
                    The
                      date the Hazard Insurance Company disbursed the claim
                      payment.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    HAZARD_CLAIM_PAID_AMT

                  	
                    The
                      amount the Hazard Insurance Company paid on the claim.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_FILED_DATE

                  	
                    The
                      date the claim was filed with the Pool Insurance Company.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT

                  	
                    The
                      amount of the claim filed with the Pool Insurance Company.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_PAID_DATE

                  	
                    The
                      date the claim was settled and the check was issued by the
                      Pool
                      Insurer.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT_PAID

                  	
                    The
                      amount paid on the claim by the Pool Insurance Company.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FORECLOSURE_FLAG

                  	
                    Y
                      or N

                  	 	
                    Text

                  
	
                    BANKRUPTCY_FLAG

                  	
                    Y
                      or N

                  	 	
                    Text

                  
	
                    NOD_DATE

                  	
                     

                  	 	
                    MM/DD/YYYY

                  
	
                    MI_CLAIM_DATE

                  	
                    Date
                      Mortgage Insurance is filed

                  	 	
                    MM/DD/YYYY

                  
	
                    NOI_DATE

                  	
                     

                  	 	
                    MM/DD/YYYY

                  
	
                    ACTUAL_PAYMENT_PLAN_START_DATE

                  	
                     

                  	 	
                    MM/DD/YYYY

                  
	
                    ACTUAL_PAYMENT_
                      PLAN_END_DATE

                  	
                     

                  	 	
                     

                  
	
                    LIST_DATE

                  	
                     

                  	 	
                    MM/DD/YYYY

                  
	
                    VACANCY/OCCUPANCY_STATUS

                  	
                    The
                      Occupancy status of the defaulted loan's collateral

                  	 	
                    Text

                  
	
                    ACTUAL_REO_START_DATE

                  	
                     

                  	 	
                    MM/DD/YYYY

                  
	
                    SALES_PRICE

                  	
                     

                  	 	
                    Number

                  
	
                    UPB_LIQUIDATION

                  	
                    Outstanding
                      Pricipal Balance of the loan upon Liquidation

                  	 	
                    Number

                  
	
                    REALIZED_LOSS/GAIN

                  	
                    As
                      defined in the Servicing Agreement

                  	 	
                    Number

                  
	
                    LIQUIDATION_PROCEEDS

                  	
                     

                  	 	
                    Number

                  
	
                    PREPAYMENT_CHARGES_COLLECTED

                  	
                    The
                      amount of Prepayment Charges received

                  	 	
                    Number

                  
	
                    PREPAYMENT_CALCULATION

                  	
                    The
                      formula behind the prepayment charge

                  	 	
                    Text

                  
	
                    PAYOFF_DATE

                  	
                    The
                      date on which the loan was paid off

                  	 	
                    MM/DD/YYYY

                  


          

        

      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Exhibit
                  2: Standard
                  File Codes - Delinquency
                  Reporting

              


      

       

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

       

      	·  	
              ASUM-Approved
                Assumption

            


       

      	·  	
              BAP-Borrower
                Assistance Program

            


       

      	·  	
              CO-
                Charge Off

            


       

      	·  	
              DIL-
                Deed-in-Lieu

            


       

      	·  	
              FFA-
                Formal Forbearance Agreement

            


       

      	·  	
              MOD-
                Loan Modification

            


       

      	·  	
              PRE-
                Pre-Sale

            


       

      	·  	
              SS-
                Short Sale

            


       

      	·  	
              MISC-Anything
                else approved by the PMI or Pool Insurer

            


       

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

       

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

       

      	·  	
              Mortgagor

            


       

      	·  	
              Tenant

            


       

      	·  	
              Unknown
                

            


       

      	·  	
              Vacant

            


       

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


       

      	·  	
              Damaged

            


       

      	·  	
              Excellent

            


       

      	·  	
              Fair

            


       

      	·  	
              Gone

            


       

      	·  	
              Good

            


       

      	·  	
              Poor

            


       

      	·  	
              Special
                Hazard

            


       

      	·  	
              Unknown

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        


        
          	
                  Exhibit
                    2: Standard
                    File Codes - Delinquency Reporting, Continued

                


        

         

      

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

       

      


      
        	
                Delinquency
                  Code

              	 	
                Delinquency
                  Description

              
	
                001

              	 	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	 	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	 	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	 	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	 	
                FNMA-Marital
                  difficulties

              
	
                006

              	 	
                FNMA-Curtailment
                  of income

              
	
                007

              	 	
                FNMA-Excessive
                  Obligation

              
	
                008

              	 	
                FNMA-Abandonment
                  of property

              
	
                009

              	 	
                FNMA-Distant
                  employee transfer

              
	
                011

              	 	
                FNMA-Property
                  problem

              
	
                012

              	 	
                FNMA-Inability
                  to sell property

              
	
                013

              	 	
                FNMA-Inability
                  to rent property

              
	
                014

              	 	
                FNMA-Military
                  Service

              
	
                015

              	 	
                FNMA-Other

              
	
                016

              	 	
                FNMA-Unemployment

              
	
                017

              	 	
                FNMA-Business
                  failure

              
	
                019

              	 	
                FNMA-Casualty
                  loss

              
	
                022

              	 	
                FNMA-Energy
                  environment costs

              
	
                023

              	 	
                FNMA-Servicing
                  problems

              
	
                026

              	 	
                FNMA-Payment
                  adjustment

              
	
                027

              	 	
                FNMA-Payment
                  dispute

              
	
                029

              	 	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	 	
                FNMA-Fraud

              
	
                031

              	 	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	 	
                FNMA-Incarceration

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        
          


          
            	
                    Exhibit
                      2: Standard
                      File Codes - Delinquency Reporting, Continued

                  


          

           

        

      

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

       

      


      
        	
                Status
                  Code

              	 	
                Status
                  Description

              
	
                09

              	 	
                Forbearance

              
	
                17

              	 	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	 	
                Government
                  Seizure

              
	
                26

              	 	
                Refinance

              
	
                27

              	 	
                Assumption

              
	
                28

              	 	
                Modification

              
	
                29

              	 	
                Charge-Off

              
	
                30

              	 	
                Third
                  Party Sale

              
	
                31

              	 	
                Probate

              
	
                32

              	 	
                Military
                  Indulgence

              
	
                43

              	 	
                Foreclosure
                  Started

              
	
                44

              	 	
                Deed-in-Lieu
                  Started

              
	
                49

              	 	
                Assignment
                  Completed

              
	
                61

              	 	
                Second
                  Lien Considerations

              
	
                62

              	 	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	 	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	 	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	 	
                Chapter
                  7 Bankruptcy

              
	
                66

              	 	
                Chapter
                  11 Bankruptcy

              
	
                67

              	 	
                Chapter
                  13 Bankruptcy

              


      

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          


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

                    

                  


          

        

      

       

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

      (j)  

       

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

       

      Liquidation
        and Acquisition Expenses:

       

      
        	
              	1.	
                The
                  Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                  an Amortization Schedule from date of default through liquidation
                  breaking
                  out the net interest and servicing fees advanced is
                  required.

              


      

       

      
        	
              	2.	
                The
                  Total Interest Due less the aggregate amount of servicing fee that
                  would
                  have been earned if all delinquent payments had been made as agreed.
                  For
                  documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced
                  is
                  required.

              


      

       

      
        	
              	3.	
                Accrued
                  Servicing Fees based upon the Scheduled Principal Balance of the
                  Mortgage
                  Loan as calculated on a monthly basis. For documentation, an Amortization
                  Schedule from date of default through liquidation breaking out
                  the net
                  interest and servicing fees advanced is
                  required.

              


      

       

      
        	
              	4-12.	
                Complete
                  as applicable. Required
                  documentation:

              


      

       

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period

       

      of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history 

       

      (to
        calculate advances from last positive escrow balance forward)

       

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


       

      *
        REO
        repairs greater than $1500 require explanation

       

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

       

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

       

      *
        Unusual
        or extraordinary items may require further documentation. 

       

      
        	
              	13.	
                The
                  total of lines 1 through 12.

              


      

       

      (l)  Credits:
        

       

      
        	
              	14-21.	
                Complete
                  as applicable. Required
                  documentation:

              


      

       

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

       

      Letter
        of
        Proceeds Breakdown.

       

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

       

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

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

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

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      
        	
              	23.	
                The
                  total derived from subtracting line 22 from 13. If the amount represents
                  a
                  realized gain, show
                  the amount in parenthesis ( ). 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            


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

                        

                      

                    


            

          

        

         

      

       

      
        	
                Prepared
                  by:

              	 	 	
                Date:

              	 
	
                Phone:

              	 	 	
                Email
                  Address:

              	 


      

      


       

      
        	
                Servicer
                  Loan No.

              	 	
                Servicer
                  Name

              	 	
                Servicer
                  Address 

                 

              


      

       

       

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

       

      Borrower's
        Name: _________________________________________________________

       

      Property
        Address: _________________________________________________________

       

       

      


       

      
        	
                Liquidation
                  Type: 

              	
                REO
                  Sale

              	
                3rd
                  Party Sale

              	
                Short
                  Sale

              	
                Charge
                  Off

              


      

       

      Was
        this loan granted a Bankruptcy deficiency or cramdown  Yes      No

       

      If
“Yes”,
        provide deficiency or cramdown amount
        _______________________________

       

      Liquidation
        and Acquisition Expenses:

       

      
        	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $

              	 	
                (1)

              
	
                (2)

              	
                Interest
                  accrued at Net Rate

              	 	 	
                (2)

              
	
                (3)

              	
                Accrued
                  Servicing Fees

              	 	 	
                (3)

              
	
                (4)

              	
                Attorney's
                  Fees

              	 	 	
                (4)

              
	
                (5)

              	
                Taxes
                  (see page 2)

              	 	 	
                (5)

              
	
                (6)

              	
                Property
                  Maintenance

              	 	 	
                (6)

              
	
                (7)

              	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	 	 	
                (7)

              
	
                (8)

              	
                Utility
                  Expenses

              	 	 	
                (8)

              
	
                (9)

              	
                Appraisal/BPO

              	 	 	
                (9)

              
	
                (10)

              	
                Property
                  Inspections

              	 	 	
                (10)

              
	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	 	 	
                (11)

              
	
                (12)

              	
                Other
                  (itemize)

              	 	 	
                (12)

              
	 	
                Cash
                  for Keys

              	 	 	 	 	
                (12)

              
	 	
                HOA/Condo
                  Fees

              	 	 	 	 	
                (12)

              
	 	 	 	 	 	
                (12)

              
	 	
                Total
                  Expenses

              	
                $

              	 	
                (13)

              
	
                Credits:

              	 	 	 	 
	
                (14)

              	
                Escrow
                  Balance

              	
                $

              	 	
                (14)

              
	
                (15)

              	
                HIP
                  Refund

              	 	 	
                (15)

              
	
                (16)

              	
                Rental
                  Receipts

              	 	 	
                (16)

              
	
                (17)

              	
                Hazard
                  Loss Proceeds

              	 	 	
                (17)

              
	
                (18)

              	
                Primary
                  Mortgage Insurance / Gov’t Insurance

              	 	 	
                (18a)

              
	
                HUD
                  Part A

              	 	 	 	 
	 	 	 	 	
                (18b)

              
	
                HUD
                  Part B

              	 	 	 	 
	
                (19)

              	
                Pool
                  Insurance Proceeds

              	 	 	
                (19)

              
	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	 	 	
                (20)

              
	
                (21)

              	
                Other
                  (itemize)

              	 	 	
                (21)

              
	 	 	 	 	
                (21)

              
	 	
                Total
                  Credits

              	 	
                $

              	 	
                (22)

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $

              	 	
                (23)

              


      

       

      


       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       


      ATTACHMENT
        4

       

      BACK-UP
        CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

       

      Nomura
        Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2

       

      I,
        [identify the certifying individual], certify to Nomura Home Equity Loan,
        Inc.
        (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
        Fargo Bank, N.A. (the “Master Servicer”), and their respective officers, with
        the knowledge and intent that they will rely upon this certification,
        that:

       

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

       

      (2) Based
        on
        my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

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

       

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

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Seller’s Warranties and Servicing Agreement, dated as of March 1, 2006,
        between Wells Fargo Bank, N.A. and Nomura
        Credit & Capital, Inc.,
        as
        modified by the Assignment, Assumption and Recognition Agreement, dated as
        of
        January 1, 2007, among Nomura Credit & Capital, Inc., Nomura Home Equity
        Loan, Inc. and Wells Fargo Bank, N.A. (together, the “Servicing
        Agreement”).

      


       

      


       

      
        	
                Date:

              	 	 	 
	 	 	 
	 	 	 
	
                [Signature]

              	 	 
	 	 	 
	
                [Title]

              	 	 


      

      


       

      


       

      


       

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        X-1

       

      FORM
        OF SERVICING CRITERIA

      


      
        	
                Standard
                  File Layout - Master Servicing 

              	 	 	 
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

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

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code 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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        X-2

      


      Exhibit
        : Standard
        File Layout - Delinquency Reporting

      


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

      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

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

              	
                 

              	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	
                 

              	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	
                 

              	
                 

              
	
                SERV_INVESTOR_NBR

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

              	
                 

              	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	
                 

              	
                 

              
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	
                 

              	
                 

              
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	
                 

              	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	
                 

              	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	
                 

              	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                LOAN_TYPE

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

              	
                 

              	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	
                 

              	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	
                 

              	
                 

              
	
                BANKRUPTCY_CASE_NBR

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

              	
                 

              	
                 

              
	
                POST_PETITION_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	
                 

              	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

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

              	
                 

              	
                 

              
	
                LOSS_MIT_EST_COMP_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	
                 

              	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	
                 

              	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	
                 

              	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	
                 

              	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

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

              	
                 

              	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	
                 

              	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	
                 

              	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	
                 

              	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	
                 

              	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	
                 

              	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

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

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

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

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	
                 

              	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	
                 

              	
                 

              
	
                DELINQ_REASON_CODE

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

              	
                 

              	
                 

              
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	
                 

              	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	
                 

              	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	
                 

              	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	
                 

              	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

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

              	
                 

              	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	
                 

              	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	
                 

              	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	
                 

              	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	
                 

              	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	
                 

              	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	
                 

              	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                MOTION_FOR_RELIEF_DATE

              	
                The
                  date the Motion for Relief was filed

              	
                10

              	
                MM/DD/YYYY

              
	
                FRCLSR_BID_AMT

              	
                The
                  foreclosure sale bid amount

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FRCLSR_SALE_TYPE

              	
                The
                  foreclosure sales results: REO, Third Party, Conveyance to
                  HUD/VA

              	
                 

              	
                 

              
	
                REO_PROCEEDS

              	
                The
                  net proceeds from the sale of the REO property. 

              	
                 

              	
                No
                  commas(,) or dollar signs ($)

              
	
                BPO_DATE

              	
                The
                  date the BPO was done.

              	
                 

              	
                 

              
	
                CURRENT_FICO

              	
                The
                  current FICO score

              	
                 

              	
                 

              
	
                HAZARD_CLAIM_FILED_DATE

              	
                The
                  date the Hazard Claim was filed with the Hazard Insurance
                  Company.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_AMT

              	
                The
                  amount of the Hazard Insurance Claim filed.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                HAZARD_CLAIM_PAID_DATE

              	
                The
                  date the Hazard Insurance Company disbursed the claim
                  payment.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_PAID_AMT

              	
                The
                  amount the Hazard Insurance Company paid on the claim.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTION_CODE

              	
                Indicates
                  loan status

              	
                 

              	
                Number

              
	
                NOD_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                NOI_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_PLAN_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_
                  PLAN_END_DATE

              	
                 

              	
                 

              	
                 

              
	
                ACTUAL_REO_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                REO_SALES_PRICE

              	
                 

              	
                 

              	
                Number

              
	
                REALIZED_LOSS/GAIN

              	
                As
                  defined in the Servicing Agreement

              	
                 

              	
                Number

              


      

       

      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

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

       

      
        	·  	
                ASUM-Approved
                  Assumption

              


      

       

      
        	·  	
                BAP-Borrower
                  Assistance Program

              


      

       

      
        	·  	
                CO-
                  Charge Off

              


      

       

      
        	·  	
                DIL-
                  Deed-in-Lieu

              


      

       

      
        	·  	
                FFA-
                  Formal Forbearance Agreement

              


      

       

      
        	·  	
                MOD-
                  Loan Modification

              


      

       

      
        	·  	
                PRE-
                  Pre-Sale

              


      

       

      
        	·  	
                SS-
                  Short Sale

              


      

       

      
        	·  	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

       

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

       

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

       

      
        	·  	
                Mortgagor

              


      

       

      
        	·  	
                Tenant

              


      

       

      
        	·  	
                Unknown
                  

              


      

       

      
        	·  	
                Vacant

              


      

       

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

       

      
        	·  	
                Damaged

              


      

       

      
        	·  	
                Excellent

              


      

       

      
        	·  	
                Fair

              


      

       

      
        	·  	
                Gone

              


      

       

      
        	·  	
                Good

              


      

       

      
        	·  	
                Poor

              


      

       

      
        	·  	
                Special
                  Hazard

              


      

       

      
        	·  	
                Unknown

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

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

       

      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

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

       

      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

       

      EXHIBIT
        X-3

       

      


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

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

      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

                    	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                      HUD
                        Part B

                    	 	 	 	 	 	(18b)
	
                      (19)

                    	
                      Pool
                        Insurance Proceeds

                    	 	 	 	
                       

                    	 	
                      (19)

                    
	
                      (20)

                    	
                      Proceeds
                        from Sale of Acquired Property

                    	
                       

                    	 	 	
                      (20)

                    
	
                      (21)

                    	
                      Other
                        (itemize)

                    	 	 	 	
                       

                    	 	
                      (21)

                    
	 	
                       

                    	 	
                       

                    	
                       

                    	 	 	
                      (21)

                    
	 	 	 	 	 	 	 	 
	 	
                      Total
                        Credits

                    	 	 	 	
                      $

                    	 	
                      (22)

                    
	
                      Total
                        Realized Loss (or Amount of Gain)

                    	
                       

                    	
                       

                    	
                      $

                    	 	
                      (23)

                    


            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Escrow
        Disbursement Detail


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest