ACE
      SECURITIES CORP.

    Depositor

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Servicer

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer and Securities Administrator

     

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of February 1, 2007

     

    


     

    


     

    


     

    


     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-HE3

    Asset
      Backed Pass-Through Certificates

     

    


     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

    


    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              10

            
	 	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	
              10

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            	
              87

            
	 	 	 
	
              ARTICLE
                II

            	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            	
              89

            
	 	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            	
              89

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            	
              90

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            	
              91

            
	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              94

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of the Servicer.

            	
              95

            
	
              SECTION
                2.06.

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

            	
              97

            
	
              SECTION
                2.07.

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

            	
              97

            
	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            	
              98

            
	
              SECTION
                2.09.

            	
              Establishment
                of the Trust.

            	
              98

            
	
              SECTION
                2.10.

            	
              Purpose
                and Powers of the Trust.

            	
              98

            
	
              SECTION
                2.11.

            	
              Representations
                and Warranties of the Trustee.

            	
              99

            
	 	 	 
	
              ARTICLE
                III

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

            	
              100

            
	 	 	 
	
              SECTION
                3.01.

            	
              The
                Servicer to Act as Servicer.

            	
              100

            
	
              SECTION
                3.02.

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

            	
              103

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            	
              105

            
	
              SECTION
                3.04.

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

            	
              105

            
	
              SECTION
                3.05.

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

            	
              105

            
	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            	
              106

            
	
              SECTION
                3.07.

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

            	
              106

            
	
              SECTION
                3.08.

            	
              Collection
                Account and Distribution Account.

            	
              107

            
	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            	
              110

            
	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            	
              112

            
	
              SECTION
                3.11.

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

            	
              114

            
	
              SECTION
                3.12.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            	
              116

            
	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              117

            
	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              120

            
	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            	
              121

            
	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            	
              122

            
	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            	
              122

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            	
              123

            
	
              SECTION
                3.19.

            	
              Annual
                Certification; Additional Information.

            	
              124

            
	
              SECTION
                3.20.

            	
              Access
                to Certain Documentation.

            	
              126

            
	
              SECTION
                3.21.

            	
              Title,
                Management and Disposition of REO Property.

            	
              126

            
	
              SECTION
                3.22.

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

            	
              129

            
	
              SECTION
                3.23.

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

            	
              130

            
	
              SECTION
                3.24.

            	
              Reserve
                Fund.

            	
              130

            
	
              SECTION
                3.25.

            	
              Advance
                Facility.

            	
              132

            
	
              SECTION
                3.26.

            	
              Indemnification.

            	
              134

            
	 	 	 
	
              ARTICLE
                IV

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

            	
              135

            
	 	 	 
	
              SECTION
                4.01.

            	
              Master
                Servicer.

            	
              135

            
	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            	
              136

            
	
              SECTION
                4.03.

            	
              Monitoring
                of Servicer.

            	
              136

            
	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            	
              137

            
	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            	
              137

            
	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	
              138

            
	
              SECTION
                4.07.

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

            	
              138

            
	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	
              139

            
	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              139

            
	
              SECTION
                4.10.

            	
              Maintenance
                of Primary Mortgage Insurance Policies.

            	
              139

            
	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	
              140

            
	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              140

            
	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            	
              140

            
	
              SECTION
                4.14.

            	
              REO
                Property.

            	
              141

            
	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            	
              141

            
	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance.

            	
              142

            
	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            	
              143

            
	
              SECTION
                4.18.

            	
              Annual
                Certification.

            	
              144

            
	
              SECTION
                4.19.

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

            	
              145

            
	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            	
              145

            
	 	 	 
	
              ARTICLE
                V

            	
              PAYMENTS
                TO CERTIFICATEHOLDERS

            	
              147

            
	 	 	 
	
              SECTION
                5.01.

            	
              Distributions.

            	
              147

            
	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            	
              161

            
	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            	
              165

            
	
              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            	
              167

            
	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            	
              170

            
	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            	
              170

            
	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            	
              175

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	
              178

            
	
              SECTION
                5.09.

            	
              Swap
                Collateral Account.

            	
              178

            
	
              SECTION
                5.10.

            	
              Cap
                Collateral Accounts.

            	
              179

            
	 	 	 
	
              ARTICLE
                VI

            	
              THE
                CERTIFICATES

            	
              181

            
	 	 	 
	
              SECTION
                6.01.

            	
              The
                Certificates.

            	
              181

            
	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	
              183

            
	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              191

            
	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            	
              191

            
	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            	
              191

            
	 	 	 
	
              ARTICLE
                VII

            	
              THE
                DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

            	
              193

            
	 	 	 
	
              SECTION
                7.01.

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

            	
              193

            
	
              SECTION
                7.02.

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

            	
              193

            
	
              SECTION
                7.03.

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

            	
              193

            
	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicer.

            	
              194

            
	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            	
              195

            
	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            	
              196

            
	
              SECTION
                7.07.

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

            	
              196

            
	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            	
              197

            
	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	
              198

            
	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            	
              198

            
	 	 	 
	
              ARTICLE
                VIII

            	
              DEFAULT

            	
              199

            
	 	 	 
	
              SECTION
                8.01.

            	
              Servicer
                Events of Default.

            	
              199

            
	
              SECTION
                8.02.

            	
              Master
                Servicer or Trustee to Act; Appointment of Successor.

            	
              204

            
	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            	
              206

            
	
              SECTION
                8.04.

            	
              Waiver
                of Servicer Events of Default.

            	
              206

            
	 	 	 
	
              ARTICLE
                IX

            	
              CONCERNING
                THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	
              207

            
	 	 	 
	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            	
              207

            
	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            	
              208

            
	
              SECTION
                9.03.

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

            	
              212

            
	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	
              212

            
	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee, Custodian and Securities
                Administrator.

            	
              212

            
	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	
              213

            
	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	
              214

            
	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            	
              215

            
	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	
              216

            
	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              216

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            	
              217

            
	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            	
              217

            
	 	 	 
	
              ARTICLE
                X

            	
              TERMINATION

            	
              219

            
	 	 	 
	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	
              219

            
	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            	
              222

            
	 	 	 
	
              ARTICLE
                XI

            	
              REMIC
                PROVISIONS

            	
              224

            
	 	 	 
	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            	
              224

            
	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            	
              226

            
	
              SECTION
                11.03.

            	
              Indemnification.

            	
              227

            
	 	 	 
	
              ARTICLE
                XII

            	
              MISCELLANEOUS
                PROVISIONS

            	
              228

            
	 	 	 
	
              SECTION
                12.01.

            	
              Amendment.

            	
              228

            
	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              229

            
	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	
              230

            
	
              SECTION
                12.04.

            	
              Governing
                Law.

            	
              230

            
	
              SECTION
                12.05.

            	
              Notices.

            	
              230

            
	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            	
              231

            
	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies.

            	
              231

            
	
              SECTION
                12.08.

            	
              Article
                and Section References.

            	
              232

            
	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            	
              232

            
	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            	
              233

            
	
              SECTION
                12.11.

            	
              Intention
                of the Parties and Interpretation.

            	
              233

            
	
              SECTION
                12.12.

            	
              Indemnification.

            	
              234

            
	
              SECTION
                12.13.

            	
              Swap
                Provider as a Third Party Beneficiary.

            	
              234

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                B-1

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

            
	
              Exhibit
                B-2

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Class P Certificates and
                Class
                CE Certificates to Regulation S Under the Securities
                Act

            
	
              Exhibit
                B-3

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

            
	
              Exhibit
                B-4

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

            
	
              Exhibit
                C

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                D

            	
              Form
                of Power of Attorney

            
	
              Exhibit
                E

            	
              Servicing
                Criteria

            
	
              Exhibit
                F

            	
              Mortgage
                Loan Purchase Agreement

            
	
              Exhibit
                G

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

            
	
              Exhibit
                H

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                I

            	
              Swap
                Agreement

            
	
              Exhibit
                J

            	
              Cap
                Contracts

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	
              Schedule
                3

            	
              Reserved

            
	
              Schedule
                4

            	
              Standard
                File Layout - Delinquency Reporting and Realized Losses and
                Gains

            
	
              Schedule
                5

            	
              Standard
                File Layout - Master Servicing

            
	
              Schedule
                6

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

            


    

    


     

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of February 1,
      2007, among ACE SECURITIES CORP., as Depositor, WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master
      Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION,
      as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than the Reserve Fund and, for the avoidance
      of
      doubt, the Supplemental Interest Trust, the Cap Contracts and the Swap
      Agreement) as a REMIC for federal income tax purposes, and such segregated
      pool
      of assets will be designated as “REMIC I”. The Class R-I Interest will be the
      sole class of “residual interests” in REMIC I for purposes of the REMIC
      Provisions (as defined herein). The following table irrevocably sets forth
      the
      designation, the REMIC I Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      of the REMIC I Regular Interests (as defined herein). None of the REMIC I
      Regular Interests will be certificated.

    
      

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  I

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  45,597,757.50

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-1-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,230,157.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-1-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,230,157.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-2-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,523,638.11

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-2-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,523,638.11

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-3-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,783,471.45

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-3-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,783,471.45

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-4-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,586,164.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-4-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,586,164.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-5-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,397,026.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-5-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,397,026.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-6-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,215,718.53

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-6-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,215,718.53

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-7-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,041,914.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-7-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,041,914.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-8-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,875,303.70

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-8-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,875,303.70

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-9-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,715,586.79

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-9-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,715,586.79

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  I-10-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,562,477.60

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-10-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,562,477.60

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-11-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,415,702.12

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-11-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,415,702.12

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-12-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,274,997.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-12-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,274,997.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-13-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,140,110.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-13-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,140,110.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-14-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,141,826.38

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-14-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,141,826.38

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-15-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  10,086,916.22

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-15-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  10,086,916.22

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-16-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  8,398,606.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-16-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  8,398,606.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-17-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  7,005,278.21

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-17-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  7,005,278.21

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-18-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,795,014.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-18-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,795,014.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-19-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,719,256.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-19-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,719,256.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-20-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,641,923.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-20-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,641,923.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-21-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,567,968.16

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-21-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,567,968.16

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-22-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,496,503.23

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-22-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,496,503.23

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-23-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,429,418.20

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-23-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,429,418.20

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-24-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,365,395.41

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-24-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,365,395.41

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-25-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,304,291.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-25-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,304,291.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-26-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,245,973.09

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-26-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,245,973.09

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-27-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,190,249.68

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-27-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,190,249.68

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-28-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,136,502.66

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-28-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,136,502.66

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-29-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,085,850.97

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-29-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,085,850.97

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-30-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,037,499.56

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-30-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,037,499.56

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-31-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  991,341.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-31-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  991,341.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-32-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  947,277.01

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-32-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  947,277.01

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  I-33-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  905,204.78

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-33-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  905,204.78

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-34-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  864,933.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-34-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  864,933.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-35-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  826,595.50

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-35-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  826,595.50

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-36-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  789,991.10

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-36-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  789,991.10

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-37-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  755,038.99

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-37-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  755,038.99

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-38-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  721,664.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-38-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  721,664.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-39-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  689,792.19

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-54-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  689,792.19

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-40-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  659,348.61

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-40-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  659,348.61

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-41-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  630,284.91

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-41-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  630,284.91

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-42-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  602,527.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-42-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  602,527.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-43-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  576,018.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-43-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  576,018.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-44-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  550,699.31

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-44-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  550,699.31

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-45-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  526,514.87

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-45-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  526,514.87

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-46-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  503,413.23

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-46-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  503,413.23

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-47-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  481,348.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-47-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  481,348.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-48-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  460,270.55

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-48-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  460,270.55

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-49-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  440,135.60

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-49-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  440,135.60

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-50-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  420,899.62

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-50-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  420,899.62

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-51-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  402,552.56

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-51-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  402,552.56

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-52-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  385,396.43

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-52-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  385,396.43

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-53-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  368,583.06

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-53-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  368,583.06

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-54-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,689,370.96

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  I-54-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,689,370.96

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  52,246,896.82

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-1-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,847,006.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  II-1-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,847,006.52

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-2-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,183,282.39

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-2-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,183,282.39

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-3-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,481,005.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-3-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,481,005.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-4-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,254,926.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-4-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,254,926.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-5-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,038,208.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-5-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  5,038,208.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-6-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,830,461.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-6-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,830,461.47

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-7-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,631,313.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-7-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,631,313.03

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-8-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,440,406.80

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-8-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,440,406.80

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-9-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,257,399.71

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-9-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,257,399.71

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-10-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,081,963.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-10-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,081,963.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-11-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,913,785.38

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-11-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,913,785.38

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-12-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,752,562.45

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-12-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,752,562.45

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-13-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,598,006.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-13-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,598,006.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-14-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,599,972.62

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-14-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  3,599,972.62

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-15-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  11,557,806.78

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-15-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  11,557,806.78

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-16-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  9,623,304.99

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-16-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  9,623,304.99

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-17-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  8,026,799.29

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-17-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  8,026,799.29

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-18-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  6,640,052.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-18-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  6,640,052.98

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-19-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,969,960.87

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-19-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,969,960.87

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-20-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,881,352.02

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-20-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,881,352.02

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-21-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,796,611.84

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-21-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,796,611.84

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-22-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,714,725.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-22-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,714,725.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-23-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,637,858.30

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-23-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,637,858.30

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-24-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,564,499.59

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  II-24-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,564,499.59

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-25-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,494,485.73

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-25-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,494,485.73

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-26-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,427,662.91

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-26-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,427,662.91

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-27-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,363,813.82

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-27-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,363,813.82

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-28-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,302,229.34

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-28-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,302,229.34

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-29-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,244,191.53

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-29-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,244,191.53

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-30-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,188,789.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-30-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,188,789.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-31-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,135,901.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-31-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,135,901.05

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-32-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,085,410.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-32-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,085,410.49

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-33-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,037,203.22

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-33-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  1,037,203.22

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-34-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  991,058.97

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-34-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  991,058.97

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-35-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  947,131.00

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-35-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  947,131.00

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-36-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  905,188.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-36-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  905,188.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-37-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  865,140.01

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-37-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  865,140.01

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-38-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  826,898.37

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-38-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  826,898.37

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-39-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  790,378.81

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-54-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  790,378.81

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-40-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  755,495.89

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-40-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  755,495.89

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-41-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  722,194.09

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-41-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  722,194.09

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-42-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  690,389.55

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-42-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  690,389.55

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-43-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  660,014.48

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-43-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  660,014.48

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-44-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  631,003.19

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-44-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  631,003.19

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-45-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  603,292.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-45-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  603,292.13

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-46-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  576,821.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-46-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  576,821.77

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-47-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  551,539.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  Designation

                	
                   

                	
                  REMIC
                    I

                  Remittance
                    Rate

                	
                   

                	
                  Initial

                  Uncertificated
                    Balance

                	
                   

                	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                	
                   

                
	
                  II-47-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  551,539.51

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-48-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  527,387.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-48-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  527,387.95

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-49-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  504,316.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-49-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  504,316.90

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-50-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  482,275.88

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-50-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  482,275.88

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-51-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  461,253.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-51-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  461,253.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-52-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  441,595.57

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-52-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  441,595.57

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-53-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  422,330.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-53-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  422,330.44

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-54-A

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,227,361.04

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                
	
                  II-54-B

                	
                   

                	 	
                  Variable(2)

                	
                   

                	
                  $

                	
                  4,227,361.04

                	
                   

                	
                   

                	
                  January
                    25, 2037

                	
                   

                


        

      

    

     

    __________________

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

            


    

    
      	(2)	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

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

     

    
      
        	
                Designation

              	 	 	
                REMIC
                  II

                Remittance

                Rate

              	 	 	 	
                Initial

                Uncertificated
                  Balance

              	 	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              	 
	
                AA

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                301,554,087.61

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                A-1

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                1,112,060.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                A-2A

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                660,385.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                A-2B

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                250,890.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                A-2C

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                181,385.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                A-2D

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                181,560.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-1

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                120,005.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-2

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                123,085.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-3

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                53,850.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-4

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                47,695.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-5

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                53,850.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-6

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                33,850.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-7

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                44,620.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-8

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                29,230.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                M-9

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                46,155.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                ZZ

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                3,215,545.05

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                P

              	
                 

              	 	
                Variable(2)(3)

              	
                 

              	 	
                $

              	
                100.00

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                IO

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                 

              	
                (4)

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                I-SUB

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                6,438.56

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                I-GRP

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                28,679.77

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                II-SUB

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                7,377.50

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                II-GRP

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                32,861.90

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              
	
                XX

              	
                 

              	 	
                Variable(2)

              	
                 

              	 	
                $

              	
                307,632,894.95

              	
                 

              	 	
                January
                  25, 2037

              	
                 

              


      

      ___________________________

    

    
      	
              (1)

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

            


    

    
      	(2)	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

    
      	(3)	
              REMIC
                II Regular Interest P will be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	(4)	
              REMIC
                II Regular Interest IO will not have an Uncertificated Balance, but
                will
                accrue interest on its Uncertificated Notional
                Amount.

            


    

     

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC II Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC III.” The Class R-III Interest will evidence the sole class
      of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for the indicated Classes of Certificates.

     

    
      
        	
                Designation

              	
                 

              	
                Pass-Through
                  Rate

              	
                 

              	
                Initial
                  Aggregate Certificate Principal Balance

              	
                 

              	
                Latest
                  Possible

                Maturity
                  Date (1)

              	
                 

              
	
                Class
                  A-1

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                222,412,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  A-2A

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                132,077,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  A-2B

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                50,178,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  A-2C

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                36,277,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  A-2D

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                36,312,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-1

              	
                 

              	
                 

              	
                Variable(2)
                  

              	
                 

              	
                $

              	
                24,001,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-2

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                24,617,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-3

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,770,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-4

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                9,539,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-5

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                10,770,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-6

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                6,770,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-7 

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                8,924,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-8 

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                5,846,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  M-9 

              	
                 

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                9,231,000.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  P

              	
                 

              	
                 

              	
                N/A(3)

              	
                 

              	
                $

              	
                100.00

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  CE

              	
                 

              	
                 

              	
                N/A(4)

              	
                 

              	
                $

              	
                27,692,505.32

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              
	
                Class
                  IO Interest

              	
                 

              	
                 

              	
                N/A(5)

              	
                 

              	
                 

              	
                (5)

              	
                 

              	
                 

              	
                January
                  25, 2037

              	
                 

              


      

    

    
      _________________

    

     

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

            


    

    
      	(2)	
              Calculated
                in accordance with the definition of “Pass-Through Rate”
                herein.

            


    

    
      	(3)	
              The
                Class P Certificates will not accrue interest. The Class P Certificates
                will be entitled to 100% of the Prepayment
                Charges.

            


    

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

            


    

    
      	(5)	
              The
                Class IO Interest will not have a Pass-Through Rate or a Certificate
                Principal Balance, but will be entitled to 100% of amounts distributed
                on
                REMIC II Regular Interest IO.

            


    

    


    The
      Mortgage Loans had an aggregate Scheduled Principal Balance as of the Cut-off
      Date, after deducting all Monthly Payments due on or before the Cut-off Date,
      of
      $615,416,605.32. As of the Cut-off Date, the Group I Mortgage Loans had an
      aggregate Scheduled Principal Balance equal to $286,797,652.13 and the Group
      II
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to
      $328,618,953.19.

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

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

    
       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.

     

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

     

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

     

    “Accepted
      Servicing Practices”: As defined in Section 3.01.

     

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

     

    “Accrued
      Certificate Interest”: With respect to any Class A Certificate, Mezzanine
      Certificate or Class CE Certificate and each Distribution Date, interest accrued
      during the related Interest Accrual Period at the Pass-Through Rate for such
      Certificate for such Distribution Date on the Certificate Principal Balance,
      in
      the case of the Class A Certificates and the Mezzanine Certificates, or on
      the
      Notional Amount in the case of the Class CE Certificates, of such Certificate
      immediately prior to such Distribution Date. The Class P Certificates are not
      entitled to distributions in respect of interest and, accordingly, will not
      accrue interest. All distributions of interest on the Class A Certificates
      and
      the Mezzanine Certificates will be calculated on the basis of a 360-day year
      and
      the actual number of days in the applicable Interest Accrual Period. All
      distributions of interest on the Class CE Certificates will be based on a
      360-day year consisting of twelve 30-day months. Accrued Certificate Interest
      with respect to each Distribution Date, as to any Class A Certificate, Mezzanine
      Certificate or Class CE Certificate shall be reduced by an amount equal to
      the
      portion allocable to such Certificate pursuant to Section 1.02 hereof, if
      any, of the sum of (a) the aggregate Prepayment Interest Shortfall, if any,
      for
      such Distribution Date to the extent not covered by payments pursuant to
      Section 3.22 or Section 4.19 of this Agreement and (b) the aggregate
      amount of any Relief Act Interest Shortfall, if any, for such Distribution
      Date.
      In addition, Accrued Certificate Interest with respect to each Distribution
      Date, as to any Class CE Certificate, shall be reduced by an amount equal to
      the
      portion allocable to such Class CE Certificate of Realized Losses, if any,
      pursuant to Section 1.02 and Section 5.04 hereof.

     

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


    
       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      (1) the sum of (a) the aggregate of the amounts on deposit in the Collection
      Account and the Distribution Account as of the close of business on the Servicer
      Remittance Date, (b) the aggregate of any amounts deposited in the Distribution
      Account by the Servicer or the Master Servicer in respect of Prepayment Interest
      Shortfalls for such Distribution Date pursuant to Section 3.22 or
      Section 4.19 of this Agreement, (c) the aggregate of any P&I Advances
      for such Distribution Date made by the Servicer pursuant to Section 5.03 of
      this Agreement and (d) the aggregate of any P&I Advances made by a successor
      Servicer (including the Trustee) for such Distribution Date pursuant to
      Section 8.02 of this Agreement, reduced (to an amount not less than zero)
      by (2) the portion of the amount described in clause (1)(a) above that
      represents (i) Amounts Held for Future Distribution, (ii) Principal Prepayments
      on the Mortgage Loans received after the related Prepayment Period (together
      with any interest payments received with such Principal Prepayments to the
      extent they represent the payment of interest accrued on the Mortgage Loans
      during a period subsequent to the related Prepayment Period), (iii) Liquidation
      Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect
      of
      the Mortgage Loans after the related Prepayment Period, (iv) amounts
      reimbursable or payable to the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator, the Credit Risk Manager or the Custodian
      pursuant to Section 3.09 or 9.05 of this Agreement or otherwise payable in
      respect of Extraordinary Trust Fund Expenses, (v) the Credit Risk Management
      Fee, (vi) amounts deposited in the Collection Account or the Distribution
      Account in error, (vii) the amount of any Prepayment Charges collected by the
      Servicer in connection with the Principal Prepayment of any of the Mortgage
      Loans and (viii) amounts reimbursable to a successor Servicer (including the
      Trustee) pursuant to Section 8.02 of this Agreement.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the States of New York, California, Maryland,
      Minnesota or Iowa or in the city in which the Corporate Trust Office of the
      Trustee is located, are authorized or obligated by law or executive order to
      be
      closed.

     

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

     

    “Cap
      Counterparty”: The counterparty under each Cap Contract. Initially, the Cap
      Counterparty shall be The Royal Bank of Scotland plc. 

     

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

     

    “Certificate”:
      Any one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2007-HE3, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class
      M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
      Class M-9, Class P, Class CE and Class R Certificates issued under this
      Agreement. 

     

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

    
       

      
        
          
          

        

        
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    “Certificate
      Margin”: With respect to the Class A-1 Certificates and, for purposes of the
      definition of “Marker Rate”, REMIC II Regular Interest A-1, 0.220% in the case
      of each Distribution Date through and including the Optional Termination Date
      and 0.440% in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, 0.130% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.260%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, 0.220% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.440%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, 0.260% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.520%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, 0.400% in the case of each
      Distribution Date through and including the Optional Termination Date and
      0.800%in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, 0.500%in the case of each
      Distribution Date through and including the Optional Termination Date and 0.750%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, 0.550% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.825%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, 0.900% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.350%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, 1.700% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.200%
      in the case of each Distribution Date thereafter.

    
       

      
        
          
          

        

        
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    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, 1.800% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.300%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof, and solely for the purposes of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of or beneficially owned
      by
      the Depositor, the Sponsor, the Servicer, the Master Servicer, the Securities
      Administrator, the Trustee or any Affiliate thereof shall be deemed not to
      be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 12.01 of this Agreement. The Trustee and the Securities
      Administrator may conclusively rely upon a certificate of the Depositor, the
      Sponsor, the Master Servicer, the Securities Administrator or the Servicer
      in
      determining whether a Certificate is held by an Affiliate thereof. All
      references herein to “Holders” or “Certificateholders” shall reflect the rights
      of Certificate Owners as they may indirectly exercise such rights through the
      Depository and participating members thereof, except as otherwise specified
      herein; provided, however, that the Trustee and the Securities Administrator
      shall be required to recognize as a “Holder” or “Certificateholder” only the
      Person in whose name a Certificate is registered in the Certificate
      Register.

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Class
      A-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the Certificate Principal Balance of the Class A-1 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 55.10% and (ii) the aggregate Stated Principal Balance of the
      Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced and unscheduled collections of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Group I Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced and
      unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Group I Mortgage Loans as of the Cut-off Date.

    
       

      
        
          
          

        

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

     

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

     

    “Class
      A-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of the Certificate Principal Balances of the Class A-2A,
      Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 55.10%and (ii)
      the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced and unscheduled collections of principal received during
      the related Prepayment Period) minus the product of (i) 0.50% and (ii) the
      aggregate principal balance of the Group II Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      A-2A Certificate”: Any one of the Class A-2A Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      A-2B Certificate”: Any one of the Class A-2B Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      A-2C Certificate”: Any one of the Class A-2C Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

    
       

      
        
          
          

        

        
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    “Class
      A-2D Certificate”: Any one of the Class A-2D Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-3 and evidencing (i) a Regular Interest in
      REMIC III, (ii) beneficial ownership of the Reserve Fund and (iii) beneficial
      ownership of the Supplemental Interest Trust.

     

    “Class
      IO Distribution Amount”: As defined in Section 5.07(f) hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.07(f)
      hereof.

     

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

     

    “Class
      M-1 Certificate”: Any one of the Class M-1 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date) and (ii) the
      Certificate Principal Balance of the Class M-1 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 62.90%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

    
       

      
        
          
          

        

        
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    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date) and (iii) the Certificate Principal Balance of the Class M-4 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 70.90% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date) and (iv) the Certificate Principal Balance
      of
      the Class M-3 Certificates immediately prior to such Distribution Date over
      (y)
      the lesser of (A) the product of (i) 74.40% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

    
       

      
        
          
          

        

        
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    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

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

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

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

    
       

      
        
          
          

        

        
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    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (iv) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date) and (vii) the Certificate Principal Balance
      of
      the Class M-6 Certificates immediately prior to such Distribution Date over
      (y)
      the lesser of (A) the product of (i) 83.20% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (iv) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (vii) the Certificate Principal Balance
      of
      the Class M-6 Certificates (after taking into account the payment of the Class
      M-6 Principal Distribution Amount on such Distribution Date) and (viii) the
      Certificate Principal Balance of the Class M-7 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 86.10%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (iv) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (vii) the Certificate Principal Balance
      of
      the Class M-6 Certificates (after taking into account the payment of the Class
      M-6 Principal Distribution Amount on such Distribution Date), (viii) the
      Certificate Principal Balance of the Class M-7 Certificates (after taking into
      account the payment of the Class M-7 Principal Distribution Amount on such
      Distribution Date) and (ix) the Certificate Principal Balance of the Class
      M-8
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 88.00% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

    
       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

    

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      payment of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the payment of the Class M-2 Principal Distribution
      Amount on such Distribution Date), (iv) the Certificate Principal Balance of
      the
      Class M-3 Certificates (after taking into account the payment of the Class
      M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (vii) the Certificate Principal Balance
      of
      the Class M-6 Certificates (after taking into account the payment of the Class
      M-6 Principal Distribution Amount on such Distribution Date), (viii) the
      Certificate Principal Balance of the Class M-7 Certificates (after taking into
      account the payment of the Class M-7 Principal Distribution Amount on such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates (after taking into account the payment of the Class M-8 Principal
      Distribution Amount on such Distribution Date) and (x) the Certificate Principal
      Balance of the Class M-9 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 91.00% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

    
       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

    

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
      III for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificates”: Any one of the Class R Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-5, and evidencing the Class R-I Interest,
      the
      Class R-II Interest and the Class R-III Interest.

     

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

     

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

     

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

     

    “Closing
      Date”: March 22, 2007.

     

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

     

    “Collection
      Account”: The separate account or accounts created and maintained, or caused to
      be created and maintained, by the Servicer pursuant to Section 3.08(a) of
      this Agreement for the benefit of the Certificateholders, which shall be
      entitled “Wells Fargo Bank, National Association, as Servicer for HSBC Bank USA,
      National Association as Trustee, in trust for the registered holders of ACE
      Securities Corp., Home Equity Loan Trust, Series 2007-HE3, Asset Backed
      Pass-Through Certificates”. The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the
      Securities Administrator, as the case may be, at which, at any particular time,
      its corporate trust business in connection with this Agreement shall be
      administered, which office at the date of the execution of this instrument
      is
      located at (i) with respect to the Trustee, HSBC Bank USA, National Association,
      452 Fifth Avenue, New York, New York 10018, Attention: ACE Securities Corp.,
      2007-HE3, or at such other address as the Trustee may designate from time to
      time by notice to the Certificateholders, the Depositor, the Master Servicer,
      the Securities Administrator and the Servicer, or (ii) with respect to the
      Securities Administrator, (A) for purposes of Certificate transfers and
      surrender, Wells Fargo Bank, National Association, Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust (ACE 2007-HE3),
      and (B) for all other purposes, Wells Fargo Bank, National Association, P.O.
      Box
      98, Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2007-HE3) (or
      for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (ACE 2007-HE3)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicer and the
      Trustee.

    
       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

    

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

     

    
      	
              REMIC
                II Regular Interest

            	 	
              Class

            
	
              REMIC
                II Regular Interest A-1

            	 	
              A-1

            
	
              REMIC
                II Regular Interest A-2A

            	 	
              A-2A

            
	
              REMIC
                II Regular Interest A-2B

            	 	
              A-2B

            
	
              REMIC
                II Regular Interest A-2C

            	 	
              A-2C

            
	
              REMIC
                II Regular Interest A-2D

            	 	
              A-2D

            
	
              REMIC
                II Regular Interest M-1

            	 	
              M-1

            
	
              REMIC
                II Regular Interest M-2

            	 	
              M-2

            
	
              REMIC
                II Regular Interest M-3

            	 	
              M-3

            
	
              REMIC
                II Regular Interest M-4

            	 	
              M-4

            
	
              REMIC
                II Regular Interest M-5

            	 	
              M-5

            
	
              REMIC
                II Regular Interest M-6

            	 	
              M-6

            
	
              REMIC
                II Regular Interest M-7

            	 	
              M-7

            
	
              REMIC
                II Regular Interest M-8

            	 	
              M-8

            
	
              REMIC
                II Regular Interest M-9

            	 	
              M-9

            
	
              REMIC
                II Regular Interest P

            	 	
              P

            


    

    


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

     

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

     

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

    
       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

    “Custodian”:
      Wells Fargo Bank, National Association or any other custodian appointed under
      any custodial agreement entered into after the date of this
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

    “Delinquency
      Percentage”: With respect to any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the aggregate Stated Principal Balance
      of
      all Mortgage Loans that, as of the last day of the previous calendar month,
      are
      sixty (60) or more days delinquent, are in foreclosure, have been converted
      to
      REO Properties or have been discharged by reason of bankruptcy, and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans and REO Properties as of the last day of the previous calendar
      month.

     

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

    
       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the
      Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
      the tax imposed by Section 511 of the Code on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
      (vi) any other Person so designated by the Trustee based upon an Opinion of
      Counsel that the holding of an Ownership Interest in a Residual Certificate
      by
      such Person may cause any Trust REMIC or any Person having an Ownership Interest
      in any Class of Certificates (other than such Person) to incur a liability
      for
      any federal tax imposed under the Code that would not otherwise be imposed
      but
      for the Transfer of an Ownership Interest in a Residual Certificate to such
      Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor
      provisions.

    
       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

    

    “Distribution
      Account”: The separate trust account or accounts created and maintained by the
      Securities Administrator pursuant to Section 3.08(b) of this Agreement in
      the name of the Securities Administrator for the benefit of the
      Certificateholders and designated “Wells Fargo Bank, National Association, in
      trust for registered holders of ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-HE3”. Funds in the Distribution Account shall be held in trust for
      the Certificateholders for the uses and purposes set forth in this Agreement.
      The Distribution Account must be an Eligible Account.

     

    “Distribution
      Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
      Business Day immediately following such 25th day, commencing in March
      2007.

     

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

     

    “Due
      Period”: With respect to any Distribution Date, the period commencing on the
      second day of the month immediately preceding the month in which such
      Distribution Date occurs and ending on the first day of the month in which
      such
      Distribution Date occurs. 

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC, (iii) a trust account or accounts maintained with a federal
      depository institution or state chartered depository institution acting in
      its
      fiduciary capacity or (iv) an account or accounts acceptable to each Rating
      Agency as confirmed and approved in writing by each Rating Agency. Eligible
      Accounts may bear interest.

     

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

     

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

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by an originator,
      the Sponsor or the Master Servicer pursuant to or as contemplated by
      Section 2.03, 3.13(c) or Section 10.01 of this Agreement), a
      determination made by the Servicer that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which the Servicer, in its reasonable
      good faith judgment, expects to be finally recoverable in respect thereof have
      been so recovered, which determination shall be evidenced by a certificate
      of a
      Servicing Officer of the Servicer delivered to the Master Servicer and
      maintained in its records.

     

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

     

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

     

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

     

    “Freddie
      Mac”: Freddie Mac, formerly known as the 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 Adjustable Rate Mortgage
      Loan.

     

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

     

    “Group
      I
      Cap Contract”: The Cap Contract, dated as of March 22, 2007, between the Trustee
      and the Cap Counterparty, including any schedule, confirmations, credit support
      annex or other credit support document relating thereto, and attached hereto
      as
      Exhibit J. 

    
       

      
        
          
          

        

        
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    “Group
      I
      Cap Credit Support Annex”: The credit support annex, dated as of March 22, 2007,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Group I Cap Contract.

     

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

     

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

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group I Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group I Mortgage Loan or, in the
      case
      of a substitution, certain amounts representing a principal adjustment, during
      the related Prepayment Period pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) and Section 10.01 of this
      Agreement; (iii) the principal portion of all other unscheduled collections,
      including Insurance Proceeds, Liquidation Proceeds and all Principal Prepayments
      in full and in part, received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Group I Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicer, the Securities Administrator or the
      Servicer and (iv) the Class A-1 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-1 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     

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

     

    “Group
      II
      Cap Contract”: The Cap Contract, dated as of March 22, 2007, between the Trustee
      and the Cap Counterparty, including any schedule, confirmations, credit support
      annex or other credit support document relating thereto, and attached hereto
      as
      Exhibit J. 

     

    “Group
      II
      Cap Credit Support Annex”: The credit support annex, dated as of March 22, 2007,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Group II Cap Contract.

    
       

      
        
          
          

        

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

     

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

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group II Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group II Mortgage Loan or, in the
      case of a substitution, certain amounts representing a principal adjustment,
      during the related Prepayment Period pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) and Section 10.01 of this
      Agreement; (iii) the principal portion of all other unscheduled collections,
      including Insurance Proceeds, Liquidation Proceeds and all Principal Prepayments
      in full and in part, received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Group II Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicer, the Securities Administrator or the
      Servicer and (iv) the Class A-2 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-2 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    “Liquidation
      Proceeds”: The amount (other than Insurance Proceeds, amounts received in
      respect of the rental of any REO Property prior to REO Disposition, or required
      to be released to a Mortgagor or a senior lienholder in accordance with
      applicable law or the terms of the related Mortgage Loan Documents) received
      by
      the Servicer in connection with (i) the taking of all or a part of a Mortgaged
      Property by exercise of the power of eminent domain or condemnation (other
      than
      amounts required to be released to the Mortgagor or a senior lienholder), (ii)
      the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
      foreclosure sale or otherwise, (iii) the repurchase, substitution or sale of
      a
      Mortgage Loan or an REO Property pursuant to or as contemplated by
      Section 2.03, Section 3.13(c), Section 3.21 or Section 10.01
      of this Agreement or (iv) any Subsequent Recoveries. 

     

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

     

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

    
       

      
        
          
          

        

        
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    “Marker
      Rate”: With respect to the Class CE Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC II
      Remittance Rate for each of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9
      and
      REMIC II Regular Interest ZZ, with the rate on each such REMIC II Regular
      Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to
      the
      lesser of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the related
      Net WAC Pass-Through Rate for the Corresponding Certificate for the purpose
      of
      this calculation for such Distribution Date and with the rate on REMIC II
      Regular Interest ZZ subject to a cap of zero for the purpose of this
      calculation; provided however, each such cap for each REMIC II Regular Interest
      (other than REMIC II Regular Interest ZZ) shall be multiplied by a fraction
      the
      numerator of which is the actual number of days in the related Interest Accrual
      Period and the denominator of which is 30.

     

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

     

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

     

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

     

    “Master
      Servicing Fee Rate”: 0.0050% per annum.

     

    “Maximum
      ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
      Date, the excess of (i) accrued interest at the REMIC II Remittance Rate
      applicable to REMIC II Regular Interest ZZ for such Distribution Date on a
      balance equal to the Uncertificated Balance of REMIC II Regular Interest ZZ
      minus the REMIC II Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8
      and
      REMIC II Regular Interest M-9 for such Distribution Date, with the rate on
      each
      such REMIC II Regular Interest subject to a cap equal to the lesser of (i)
      the
      related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
      Pass-Through Rate for the Corresponding Certificate for the purpose of this
      calculation for such Distribution Date; provided however, each such cap for
      each
      REMIC II Regular Interest shall be multiplied by a fraction the numerator of
      which is the actual number of days in the related Interest Accrual Period and
      the denominator of which is 30.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    “MOM
      Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated
      as of March 22, 2007, between the Depositor and the Sponsor a copy of which
      is
      attached hereto as Exhibit
      F.

     

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

     

    (i) the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

    (vi) the
      original months to maturity;

     

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

     

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

     

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

     

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

     

    (xi) the
      stated maturity date;

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xxii) the
      Mortgage Rate at origination;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xxix) a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer and, if
      applicable, the rate payable in connection therewith;

     

    (xxx) the
      Appraised Value of the Mortgaged Property;

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

    (xxxv) the
      FICO
      score at origination; 

     

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

     

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

     

    (xxxviii) the
      Custodian; 

     

    (xxxix) the
      Servicer; and

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
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    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

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

     

    “Net
      Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
      as of any date of determination, a per annum rate of interest equal to the
      then
      applicable Mortgage Rate for such Mortgage Loan minus the Administration Fee
      Rate.

     

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

     

    “Net
      WAC
      Pass-Through Rate”: With respect to the Class A-1 Certificates and any
      Distribution Date, a rate per annum (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) equal to the product of (i)
      twelve and (ii) a fraction, expressed as a percentage, the numerator of which
      is
      the amount of interest which accrued on the Group I Mortgage Loans in the
prior
      calendar month minus
      the
      fees payable to the Servicer, the Master Servicer and the Credit Risk Manager
      with respect to the Group I Mortgage Loans for such Distribution Date and the
      Group I Allocation Percentage of any Net Swap Payment payable to the Swap
      Provider and Swap Termination Payment payable to the Swap Provider which was
      not
      caused by the occurrence of a Swap Provider Trigger Event (to the extent such
      amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust), in each case for such Distribution Date and the denominator
      of
      which is the aggregate principal balance of the Group I Mortgage Loans as of
      the
      last day of the immediately preceding Due Period (or as of the Cut-off Date
      with
      respect to the first Distribution Date) after giving effect to Principal
      Prepayments received during the related Prepayment Period which were distributed
      on the immediately preceding Distribution Date. For federal income tax purposes,
      such rate shall be expressed as the weighted average of (adjusted for the actual
      number of days elapsed in the related Interest Accrual Period) the REMIC II
      Remittance Rate on REMIC II Regular Interest I-GRP, weighted on the basis of
      the
      Uncertificated Balance of such REMIC II Regular Interest.

    
       

      
        
          
          

        

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

     

    With
      respect to the Mezzanine Certificates and any Distribution Date a rate per
      annum
      equal to the weighted average (weighted in proportion to the results of
      subtracting from the Scheduled Principal Balance of each loan group, the
      aggregate Certificate Principal Balance of the related Class A Certificates),
      of
      (i) the Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the
      Net WAC Pass-Through Rate for the Class A-2 Certificates. For federal income
      tax
      purposes, such rate shall be expressed as the weighted average of (adjusted
      for
      the actual number of days elapsed in the related Interest Accrual Period) the
      REMIC II Remittance Rates on (a) REMIC II Regular Interest I-SUB, subject to
      a
      cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular
      Interest I-GRP, and (b) REMIC II Regular Interest II-SUB, subject to a cap
      and a
      floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP,
      weighted on the basis of the Uncertificated Balance of each such REMIC II
      Regular Interest.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    “Notional
      Amount”: With respect to the Class CE Certificates and any Distribution Date,
      the Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II Regular Interest P) for such Distribution Date. As of the Closing Date,
      the
      Notional Amount of the Class CE Certificates is equal to
      $615,416,505.32.

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, the Servicer, the Securities Administrator
      or the Master Servicer, acceptable to the Trustee, except that any opinion
      of
      counsel relating to (a) the qualification of any REMIC as a REMIC or (b)
      compliance with the REMIC Provisions must be an opinion of Independent counsel;
      provided, however, any Opinion of Counsel provided by the Servicer pursuant
      to
      clause (b) above may be provided by internal counsel, provided that, the
      delivery of such Opinion of Counsel shall not release the Servicer from any
      of
      its obligations hereunder and the Servicer 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.

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

    “P&I
      Advance”: As to any Mortgage Loan or REO Property, any advance made by the
      Servicer in respect of any Determination Date pursuant to Section 5.03 of
      this Agreement, an Advance Financing Person pursuant to Section 3.25 of
      this Agreement or in respect of any Distribution Date by a successor Servicer
      pursuant to Section 8.02 of this Agreement (which advances shall not
      include principal or interest shortfalls due to bankruptcy proceedings or
      application of the Relief Act or similar state or local laws).

     

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

     

    With
      respect to the Class CE Certificates and any Distribution Date, a rate per
      annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (i) through (xvii) below,
      and
      the denominator of which is the aggregate Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest ZZ. For purposes of calculating the Pass-Through Rate for
      the
      Class CE Certificates, the numerator is equal to the sum of the following
      components:

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    “PCAOB”:
      The Public Company Accounting Oversight Board.

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

    “Permitted
      Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
      Organization or Non-United States Person.

     

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

     

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

     

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

    
       

      
        
          
          

        

        
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    “Prepayment
      Charge”: With respect to any Principal Prepayment, any prepayment premium,
      penalty or charge payable by a Mortgagor in connection with any Principal
      Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage
      Note.

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Mortgage Loans providing for a
      Prepayment Charge included in the Trust Fund on such date, attached hereto
      as
      Schedule 2 (including the prepayment charge summary attached thereto). The
      Depositor shall deliver or cause the delivery of the Prepayment Charge Schedule
      to the Servicer, 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 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 thirteenth (13th)
      day of
      the calendar month in which such Distribution Date occurs, an amount equal
      to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the last date through which interest is collected from the related
      Mortgagor. The Servicer may withdraw such Prepayment Interest Excess from the
      Collection Account in accordance with Section 3.09(a)(x) of this Agreement.


     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each such
      Mortgage Loan that was the subject of a Principal Prepayment in full or in
      part
      during the portion of the related Prepayment Period occurring between the first
      day of the related Prepayment Period and the last day of the calendar month
      preceding the month in which such Distribution Date occurs that was applied
      by
      the Servicer to reduce the outstanding principal balance of such Mortgage Loan
      on a date preceding the Due Date in the succeeding Prepayment Period, an amount
      equal to interest at the applicable Net Mortgage Rate on the amount of such
      Principal Prepayment for the number of days commencing on the date on which
      the
      prepayment is applied and ending on the last day of the calendar month preceding
      such Distribution Date. The obligations of the Servicer and the Master Servicer
      in respect of any Prepayment Interest Shortfall are set forth in
      Section 3.22 and Section 4.19, respectively of this Agreement.


    
       

      
        
          
          

        

        
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    “Prepayment
      Period”: For any Distribution Date (i) with respect to Principal Prepayments in
      part, the calendar month immediately preceding the month in which the related
      Distribution Date occurs and (ii) with respect to Principal Prepayments in
      full,
      the period from the 14th
      day of
      the month immediately preceding the month in which the related Distribution
      Date
      occurs (or with respect to the first Prepayment Period, the period commencing
      on
      the Cut-off Date) to the 13th
      day of
      the month in which such Distribution Date occurs.

     

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

     

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

     

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

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) or
      Section 10.01 of this Agreement, and as confirmed by a certification of a
      Servicing Officer of the Servicer to the Trustee, an amount equal to the sum
      of
      (i) 100% of the Stated Principal Balance thereof as of the date of purchase
      (or
      such other price as provided in Section 10.01 of this Agreement), (ii) in
      the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
      Balance at the applicable Net Mortgage Rate in effect from time to time from
      the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      a P&I Advance by the Servicer, which payment or P&I Advance had as of
      the date of purchase been distributed pursuant to Section 5.01 of this
      Agreement, through the end of the calendar month in which the purchase is to
      be
      effected and (y) an REO Property, the sum of (1) accrued interest on such Stated
      Principal Balance at the applicable Net Mortgage Rate in effect from time to
      time from the Due Date as to which interest was last covered by a payment by
      the
      Mortgagor or a P&I Advance by the Servicer through the end of the calendar
      month immediately preceding the calendar month in which such REO Property was
      acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
      month commencing with the calendar month in which such REO Property was acquired
      and ending with the calendar month in which such purchase is to be effected,
      net
      of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
      and P&I Advances that as of the date of purchase had been distributed as or
      to cover REO Imputed Interest pursuant to Section 5.01 of this Agreement,
      (iii) any unreimbursed Servicing Advances and P&I Advances (including
      Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) and any
      unpaid Servicing Fees allocable to such Mortgage Loan or REO Property and (iv)
      in the case of a Mortgage Loan required to be purchased pursuant to
      Section 2.03 of this Agreement, expenses reasonably incurred or to be
      incurred by the Servicer or the Trustee in respect of the breach or defect
      giving rise to the purchase obligation and any costs and damages incurred by
      the
      Trust Fund and the Trustee in connection with any violation by any such Mortgage
      Loan of any predatory or abusive lending law.

    
       

      
        
          
          

        

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

     

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

     

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

     

    
      
        
        

      

      
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    “Rating
      Agency or Rating Agencies”: Moody’s and S&P or their successors. If such
      agencies or their successors are no longer in existence, “Rating Agencies” shall
      be such nationally recognized statistical rating agencies, or other comparable
      Persons, designated by the Depositor, notice of which designation shall be
      given
      to the Trustee and the Servicer.

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero), as reported by
      the
      Servicer to the Master Servicer (in substantially the form of Schedule 4
      hereto), equal to (i) the unpaid principal balance of such Mortgage Loan as
      of
      the commencement of the calendar month in which the Final Recovery Determination
      was made, plus (ii) accrued interest from the Due Date as to which interest
      was
      last paid by the Mortgagor through the end of the calendar month in which such
      Final Recovery Determination was made, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on such Mortgage Loan and (B) on a principal amount
      equal to the Stated Principal Balance of such Mortgage Loan as of the close
      of
      business on the Distribution Date during such calendar month, plus (iii) any
      amounts previously withdrawn from the Collection Account in respect of such
      Mortgage Loan pursuant to Section 3.09(a)(ix) and Section 3.13(b) of
      this Agreement, minus (iv) the proceeds, if any, received in respect of such
      Mortgage Loan during the calendar month in which such Final Recovery
      Determination was made, net of amounts that are payable therefrom to the
      Servicer with respect to such Mortgage Loan pursuant to
      Section 3.09(a)(iii) of this Agreement.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the Collection Account
      in
      respect of the related Mortgage Loan pursuant to Section 3.09(a)(ix) and
      Section 3.13(b) of this Agreement, minus (v) the aggregate of all P&I
      Advances and Servicing Advances (in the case of Servicing Advances, without
      duplication of amounts netted out of the rental income, Insurance Proceeds
      and
      Liquidation Proceeds described in clause (vi) below) made by the Servicer in
      respect of such REO Property or the related Mortgage Loan for which the Servicer
      has been or, in connection with such Final Recovery Determination, will be
      reimbursed pursuant to Section 3.21 of this Agreement out of rental income,
      Insurance Proceeds and Liquidation Proceeds received in respect of such REO
      Property, minus (vi) the total of all net rental income, Insurance Proceeds
      and
      Liquidation Proceeds received in respect of such REO Property that has been,
      or
      in connection with such Final Recovery Determination, will be transferred to
      the
      Distribution Account pursuant to Section 3.21 of this
      Agreement.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    “Regular
      Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
      Certificate or Class P Certificate.

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
      Charges as from time to time are subject to this Agreement, together with the
      Mortgage Files relating thereto, and together with all collections thereon
      and
      proceeds thereof; (ii) any REO Property, together with all collections thereon
      and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage
      Loans under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby); and (v) the Collection Account, the Distribution Account and any
      REO
      Account, and such assets that are deposited therein from time to time and any
      investments thereof, together with any and all income, proceeds and payments
      with respect thereto. Notwithstanding the foregoing, however, REMIC I
      specifically excludes (i) all payments and other collections of principal and
      interest due on the Mortgage Loans on or before the Cut-off Date and all
      Prepayment Charges payable in connection with Principal Prepayments made before
      the Cut-off Date; (ii) the Reserve Fund and any amounts on deposit therein
      from
      time to time and any proceeds thereof; (iii) the Swap Agreement; (iv) the Cap
      Contracts; and (v) the Supplemental Interest Trust.

     

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

    
       

      
        
          
          

        

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

     

    “REMIC
      I
      Regular Interest”: Any of the 218 separate non-certificated beneficial ownership
      interests in REMIC I issued hereunder and designated as a “regular interest” in
      REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
      REMIC I Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto. 

     

    “REMIC
      I
      Remittance Rate”:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Group I Mortgage Loans. With respect
      to
      each REMIC I Group I Regular Interest ending with the designation “A”, a per
      annum rate equal to the weighted average of the Net Mortgage Rates of the Group
      I Mortgage Loans multiplied by 2, subject to a maximum rate of 9.6000%. With
      respect to each REMIC I Group I Regular Interest ending with the designation
      “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the Net Mortgage Rates of the Group I
      Mortgage Loans over (ii) 9.6000% and (y) 0.00%. With respect to REMIC I Regular
      Interest II, a per annum rate equal to the weighted average of the Net Mortgage
      Rates of the Group II Mortgage Loans. With respect to each REMIC I Group II
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average of the Net Mortgage Rates of the Group II Mortgage Loans
      multiplied by 2, subject to a maximum rate of 9.6000%. With respect to each
      REMIC I Group II Regular Interest ending with the designation “B”, the greater
      of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by
      the
      weighted average of the Net Mortgage Rates of the Group II Mortgage Loans over
      (ii) 9.6000% and (y) 0.00%. 

     

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

     

    “REMIC
      II
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      the
      REMIC II Remittance Rate for REMIC II Regular Interest AA minus the Marker
      Rate,
      divided by (b) 12.

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

    “REMIC
      II
      Regular Interest IO”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest IO shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time and shall not be entitled
      to distributions of principal. 

     

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

     

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

    
       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

    

    “REMIC
      II
      Regular Interest M-3”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-3 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-4”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-4 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-5”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-5 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-6”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-6 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-7”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-7 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-8”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-8 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest M-9”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest M-9 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

    
       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

    

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

     

    “REMIC
      II
      Remittance Rate”: With respect to REMIC II Regular Interest AA, REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9, REMIC II Regular Interest ZZ, REMIC II Regular
      Interest I-SUB, REMIC II Regular Interest II-SUB and REMIC II Regular Interest
      XX, a per annum rate (but not less than zero) equal to the weighted average
      of:
      (w) with respect to REMIC I Regular Interest I and REMIC I Regular Interest
      II,
      the REMIC I Remittance Rate for each such REMIC I Regular Interest for each
      such
      Distribution Date, (x) with respect to each REMIC I Regular Interest ending
      with
      the designation “B”, the weighted average of the REMIC I Remittance Rates for
      such REMIC I Regular Interests, weighted on the basis of the Uncertificated
      Balances of such REMIC I Regular Interests for each such Distribution Date
      and
      (y) with respect to REMIC I Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC I Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Balances of each such REMIC I Regular Interest
      for each such Distribution Date:

    


    
      	
              Distribution

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	 	 	
              II-1-A
                through II-54-A

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

            
	
              8

            	 	
              I-2-A
                through I-54-A

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

            
	 	 	
              II-2-A
                through II-54-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A

            	 	
              REMIC
                I Remittance Rate

            
	
              9

            	 	
              I-3-A
                through I-54-A

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

            
	 	 	
              II-3-A
                through II-54-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                I Remittance Rate

            
	
              10

            	 	
              I-4-A
                through I-54-A

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

            
	 	 	
              II-4-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                I Remittance Rate

            
	
              11

            	 	
              I-5-A
                through I-54-A

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

            
	 	 	
              II-5-A
                through II-54-A

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

            


    

    
       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                I Remittance Rate

            
	
              12

            	 	
              I-6-A
                through I-54-A

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

            
	 	 	
              II-6-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                I Remittance Rate

            
	
              13

            	 	
              I-7-A
                through I-54-A

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

            
	 	 	
              II-7-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                I Remittance Rate

            
	
              14

            	 	
              I-8-A
                through I-54-A

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

            
	 	 	
              II-8-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                I Remittance Rate

            
	
              15

            	 	
              I-9-A
                through I-54-A

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

            
	 	 	
              II-9-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                I Remittance Rate

            
	
              16

            	 	
              I-10-A
                through I-54-A

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

            
	 	 	
              II-10-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                I Remittance Rate

            
	
              17

            	 	
              I-11-A
                through I-54-A

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

            
	 	 	
              II-11-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                I Remittance Rate

            
	
              18

            	 	
              I-12-A
                through I-54-A

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

            
	 	 	
              II-12-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                I Remittance Rate

            
	
              19

            	 	
              I-13-A
                through I-54-A

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

            
	 	 	
              II-13-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                I Remittance Rate

            
	
              20

            	 	
              I-14-A
                through I-54-A

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

            
	 	 	
              II-14-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                I Remittance Rate

            
	
              21

            	 	
              I-15-A
                through I-54-A

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

            
	 	 	
              II-15-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                I Remittance Rate

            
	
              22

            	 	
              I-16-A
                through I-54-A

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

            
	 	 	
              II-16-A
                through II-54-A

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

            


    

    
       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                I Remittance Rate

            
	
              23

            	 	
              I-17-A
                through I-54-A

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

            
	 	 	
              II-17-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                I Remittance Rate

            
	
              24

            	 	
              I-18-A
                through I-54-A

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

            
	 	 	
              II-18-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                I Remittance Rate

            
	
              25

            	 	
              I-19-A
                through I-54-A

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

            
	 	 	
              II-19-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                I Remittance Rate

            
	
              26

            	 	
              I-20-A
                through I-54-A

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

            
	 	 	
              II-20-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                I Remittance Rate

            
	
              27

            	 	
              I-21-A
                through I-54-A

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

            
	 	 	
              II-21-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                I Remittance Rate

            
	
              28

            	 	
              I-22-A
                through I-54-A

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

            
	 	 	
              II-22-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              29

            	 	
              I-23-A
                through I-54-A

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

            
	 	 	
              II-23-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                I Remittance Rate

            
	
              30

            	 	
              I-24-A
                through I-54-A

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

            
	 	 	
              II-24-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                I Remittance Rate

            
	
              31

            	 	
              I-25-A
                through I-54-A

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

            
	 	 	
              II-25-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                I Remittance Rate

            
	
              32

            	 	
              I-26-A
                through I-54-A

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

            
	 	 	
              II-26-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                I Remittance Rate

            
	
              33

            	 	
              I-27-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              II-27-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              34

            	 	
              I-28-A
                through I-54-A

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

            
	 	 	
              II-28-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                I Remittance Rate

            
	
              35

            	 	
              I-29-A
                through I-54-A

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

            
	 	 	
              II-29-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                I Remittance Rate

            
	
              36

            	 	
              I-30-A
                through I-54-A

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

            
	 	 	
              II-30-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                I Remittance Rate

            
	
              37

            	 	
              I-31-A
                through I-54-A

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

            
	 	 	
              II-31-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                I Remittance Rate

            
	
              38

            	 	
              I-32-A
                through I-54-A

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

            
	 	 	
              II-32-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                I Remittance Rate

            
	
              39

            	 	
              I-33-A
                through I-54-A

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

            
	 	 	
              II-33-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                I Remittance Rate

            
	
              40

            	 	
              I-34-A
                through I-54-A

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

            
	 	 	
              II-34-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                I Remittance Rate

            
	
              41

            	 	
              I-35-A
                through I-54-A

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

            
	 	 	
              II-35-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                I Remittance Rate

            
	
              42

            	 	
              I-36-A
                through I-54-A

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

            
	 	 	
              II-36-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                I Remittance Rate

            
	
              43

            	 	
              I-37-A
                through I-54-A

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

            
	 	 	
              II-37-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                I Remittance Rate

            
	
              44

            	 	
              I-38-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution

               Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              II-38-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                I Remittance Rate

            
	
              45

            	 	
              I-39-A
                through I-54-A

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

            
	 	 	
              II-39-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                I Remittance Rate

            
	
              46

            	 	
              I-40-A
                through I-54-A

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

            
	 	 	
              II-40-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                I Remittance Rate

            
	
              47

            	 	
              I-41-A
                through I-54-A

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

            
	 	 	
              II-41-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                I Remittance Rate

            
	
              48

            	 	
              I-42-A
                through I-54-A

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

            
	 	 	
              II-42-A
                through II-41-A

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

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              49

            	 	
              I-43-A
                through I-54-A

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

            
	 	 	
              II-43-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                I Remittance Rate

            
	
              50

            	 	
              I-44-A
                through I-54-A

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

            
	 	 	
              II-44-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                I Remittance Rate

            
	
              51

            	 	
              I-45-A
                through I-54-A

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

            
	 	 	
              II-45-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                I Remittance Rate

            
	
              52

            	 	
              I-46-A
                through I-54-A

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

            
	 	 	
              II-46-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                I Remittance Rate

            
	
              53

            	 	
              I-47-A
                through I-54-A

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

            
	 	 	
              II-47-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                I Remittance Rate

            
	
              54

            	 	
              I-48-A
                through I-54-A

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

            
	 	 	
              II-48-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

    

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              55

            	 	
              I-49-A
                through I-54-A

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

            
	 	 	
              II-49-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                I Remittance Rate

            
	
              56

            	 	
              I-50-A
                through I-54-A

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

            
	 	 	
              II-50-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                I Remittance Rate

            
	
              57

            	 	
              I-51-A
                through I-54-A

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

            
	 	 	
              II-51-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                I Remittance Rate

            
	
              58

            	 	
              I-52-A
                through I-54-A

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

            
	 	 	
              II-52-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                I Remittance Rate

            
	
              59

            	 	
              I-53-A
                through I-54-A

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

            
	 	 	
              II-53-A
                through II-54-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                I Remittance Rate

            
	
              60

            	 	
              I-54-A
                

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

            
	 	 	
              II-54-A

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


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

     

    


    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th 

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              I-2-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              9

            	 	
              I-3-A
                through I-54-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              I-4-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              I-5-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              I-6-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              I-7-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              I-8-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              I-9-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              I-10-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              I-11-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              I-12-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              I-13-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              I-14-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              I-15-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              I-16-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              I-17-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              24

            	 	
              I-18-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              I-19-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              I-20-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              I-21-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              I-22-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              I-23-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              I-24-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              I-25-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              I-26-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              I-27-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              I-28-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              I-29-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              I-30-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              I-31-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              I-32-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              39

            	 	
              I-33-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              I-34-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              I-35-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              I-36-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              I-37-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              44

            	 	
              I-38-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              I-39-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              I-40-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              I-41-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              I-42-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-43-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              I-44-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              I-45-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              I-46-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              I-47-A
                through I-54-A

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

            


    

    
       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              I-48-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              I-49-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              I-50-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              I-51-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              I-52-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-53-A
                through I-54-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              I-54-A
                

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


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

     

    


    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th 

            	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              II-1-A
                through II-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              II-2-A
                through II-54-A

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

            
	 	 	
              II-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    

    
       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              9

            	 	
              II-3-A
                through II-54-A

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

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              II-4-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              II-5-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              II-6-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              II-7-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              II-8-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              II-9-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              II-10-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              II-11-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              II-12-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              II-13-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              II-14-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              II-15-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              II-16-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              II-17-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    

    
       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              24

            	 	
              II-18-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              II-19-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              II-20-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              II-21-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              II-22-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              II-23-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              II-24-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              II-25-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              II-26-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              II-27-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              II-28-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              II-29-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              II-30-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              II-31-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              II-32-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    

    
       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              39

            	 	
              II-33-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              II-34-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              II-35-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              II-36-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              II-37-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              44

            	 	
              II-38-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              II-39-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              II-40-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              II-41-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              II-42-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              II-43-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              II-44-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              II-45-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              II-46-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              II-47-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 


    

    
       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                

              Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              54

            	 	
              II-48-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              II-49-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              II-50-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              II-51-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                  I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              II-52-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              II-53-A
                through II-54-A

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

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              II-54-A

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

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


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

     

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

     

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

     

    “REMIC
      II
      Required Overcollateralization Amount”: 0.50% of the Required
      Overcollateralization Amount.

    
       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

    

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

     

    “REMIC
      III Certificate”: Any Regular Certificate or Class R Certificate.

     

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

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits, which appear at Section 860A through 860G of
      the Code, and related provisions, and proposed, temporary and final regulations
      and published rulings, notices and announcements promulgated thereunder, as
      the
      foregoing may be in effect from time to time.

     

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

     

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

     

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

     

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

     

    “REO
      Account”: The account or accounts maintained, or caused to be maintained, by the
      Servicer in respect of an REO Property pursuant to Section 3.21 of this
      Agreement.

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

    

    “REO
      Property”: A Mortgaged Property acquired by the Servicer or its nominee on
      behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
      described in Section 3.21 of this Agreement.

     

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

     

    “Required
      Overcollateralization Amount”: With respect to any Distribution Date (i) prior
      to the Stepdown Date, the product of (A) 4.50% and (B) the aggregate principal
      balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
      Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
      9.00% of the aggregate Stated Principal Balance of the Mortgage Loans (after
      giving effect to principal payments to be distributed on such Distribution
      Date)
      and (y) an amount equal to the product of (A) 0.50% and (B) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date, and (iii) on
      or
      after the Stepdown Date and a Trigger Event is in effect, the Required
      Overcollateralization Amount for the immediately preceding Distribution Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Class A
      Certificates and Mezzanine Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

    “Scheduled
      Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
      Date, the outstanding principal balance of such Mortgage Loan as of such date,
      net of the principal portion of all unpaid Monthly Payments, if any, due on
      or
      before such date; (b) as of any Due Date subsequent to the Cut-off Date, up
      to
      and including the Due Date in the calendar month in which a Liquidation Event
      occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
      of
      such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
      portion of each Monthly Payment due on or before such Due Date but subsequent
      to
      the Cut-off Date, whether or not received, (ii) all Principal Prepayments
      received before such Due Date but after the Cut-off Date, (iii) the principal
      portion of all Liquidation Proceeds and Insurance Proceeds received before
      such
      Due Date but after the Cut-off Date, net of any portion thereof that represents
      principal due (without regard to any acceleration of payments under the related
      Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
      which such proceeds were received and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation occurring before such
      Due
      Date, but only to the extent such Realized Loss represents a reduction in the
      portion of principal of such Mortgage Loan not yet due (without regard to any
      acceleration of payments under the related Mortgage and Mortgage Note) as of
      the
      date of such Deficient Valuation; and (c) as of any Due Date subsequent to
      the
      occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
      With
      respect to any REO Property: (a) as of any Due Date subsequent to the date
      of
      its acquisition on behalf of the Trust Fund up to and including the Due Date
      in
      the calendar month in which a Liquidation Event occurs with respect to such
      REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired, minus the aggregate amount of REO
      Principal Amortization, if any, in respect of REO Property for all previously
      ended calendar months; and (b) as of any Due Date subsequent to the occurrence
      of a Liquidation Event with respect to such REO Property, zero.

    
       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

    “Senior
      Interest Distribution Amount”: With respect to any Distribution Date, an amount
      equal to the sum of (i) the Interest Distribution Amount for such Distribution
      Date for the Class A Certificates and (ii) the Interest Carry Forward Amount,
      if
      any, for such Distribution Date for the Class A Certificates.

     

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

     

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

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, the 22nd
      day of
      each month; provided that if the 22nd
      day of a
      given month is not a Business Day, the Servicer Remittance Date shall be the
      immediately preceding Business Day.

     

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

     

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

    
       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

    “Servicing
      Fee Rate”: 0.50% per annum.

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

     

    “Stepdown
      Date”: The earlier to occur of (i) the later to occur of (x) the Distribution
      Date occurring in March 2010 and (y) the first Distribution Date on which the
      Credit Enhancement Percentage (calculated for this purpose only after taking
      into account distributions of principal on the Mortgage Loans, but prior to
      any
      distribution of the Principal Distribution Amount to the Holders of the
      Certificates then entitled to distributions of principal on such Distribution
      Date), is greater than or equal to 44.90% and (ii) the first Distribution Date
      following the Distribution Date on which the aggregate Certificate Principal
      Balance of the Class A Certificates has been reduced to zero.

     

    “Subcontractor”:
      Means any vendor, subcontractor or other Person that is not responsible for
      the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB (without regard to any threshold
      percentage specified therein) with respect to Mortgage Loans under the direction
      or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master
      Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

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

     

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

     

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

     

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

     

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

     

    “Supplemental
      Interest Trust”: The corpus of a trust created pursuant to Section 5.07 of
      this Agreement and designated as the “Supplemental Interest Trust,” consisting
      of the Swap Agreement, the Class IO Interest and the right to receive payments
      in respect of the Class IO Distribution Amount. For the avoidance of doubt,
      the
      Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

    
       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

    

    “Supplemental
      Interest Trust Trustee”: HSBC Bank USA, National Association a national banking
      association, or its successor in interest, or any successor supplemental
      interest trust trustee appointed as provided herein or in the Swap Agreement
      provided.

     

    “Swap
      Agreement”: The Interest Rate Swap Agreement, dated as of March 22, 2007,
      between the Supplemental Interest Trust Trustee, and the Swap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit I.


     

    “Swap
      Credit Support Annex”: The credit support annex, dated as of March 22, 2007,
      between the Supplemental Interest Trust Trustee and the Swap Provider, which
      is
      annexed to and forms part of the Swap Agreement.

     

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

     

    “Swap
      Notional Amount”: For each calculation period as defined in the Swap Agreement,
      the amount set forth below:

     

    
      	
              Distribution
                Date

            	
              Notional
                Amount (USD)

            
	
              September
                2007

            	
              517,571,951.00

            
	
              October
                2007

            	
              499,417,622.00

            
	
              November
                2007

            	
              480,003,781.00

            
	
              December
                2007

            	
              459,474,828.00

            
	
              January
                2008

            	
              439,792,646.00

            
	
              February
                2008

            	
              420,922,177.00

            
	
              March
                2008

            	
              402,829,817.00

            
	
              April
                2008

            	
              385,483,362.00

            
	
              May
                2008

            	
              368,851,941.00

            
	
              June
                2008

            	
              352,905,968.00

            
	
              July
                2008

            	
              337,617,085.00

            
	
              August
                2008

            	
              322,958,110.00

            
	
              September
                2008

            	
              308,902,991.00

            
	
              October
                2008

            	
              295,426,757.00

            
	
              November
                2008

            	
              281,943,159.00

            
	
              December
                2008

            	
              238,653,713.00

            
	
              January
                2009

            	
              202,609,890.00

            
	
              February
                2009

            	
              172,545,735.00

            
	
              March
                2009

            	
              147,675,600.00

            
	
              April
                2009

            	
              140,297,166.00

            
	
              May
                2009

            	
              133,250,614.00

            
	
              June
                2009

            	
              126,521,454.00

            
	
              July
                2009

            	
              120,098,996.00

            
	
              August
                2009

            	
              113,964,443.00

            
	
              September
                2009

            	
              108,104,653.00

            


    

    
       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       
 

    
      	
              Distribution
                Date

            	
              Notional
                Amount (USD)

            
	
              October
                2009

            	
              102,507,098.00

            
	
              November
                2009

            	
              97,159,826.00

            
	
              December
                2009

            	
              92,051,699.00

            
	
              January
                2010

            	
              87,174,235.00

            
	
              February
                2010

            	
              82,514,150.00

            
	
              March
                2010

            	
              78,061,572.00

            
	
              April
                2010

            	
              73,807,086.00

            
	
              May
                2010

            	
              69,741,711.00

            
	
              June
                2010

            	
              65,856,895.00

            
	
              July
                2010

            	
              62,144,911.00

            
	
              August
                2010

            	
              58,597,458.00

            
	
              September
                2010

            	
              55,207,098.00

            
	
              October
                2010

            	
              51,966,740.00

            
	
              November
                2010

            	
              48,869,615.00

            
	
              December
                2010

            	
              45,909,273.00

            
	
              January
                2011

            	
              43,079,584.00

            
	
              February
                2011

            	
              40,374,626.00

            
	
              March
                2011

            	
              37,788,791.00

            
	
              April
                2011

            	
              35,316,725.00

            
	
              May
                2011

            	
              32,953,320.00

            
	
              June
                2011

            	
              30,693,706.00

            
	
              July
                2011

            	
              28,533,236.00

            
	
              August
                2011

            	
              26,467,460.00

            
	
              September
                2011

            	
              24,492,143.00

            
	
              October
                2011

            	
              22,603,238.00

            
	
              November
                2011

            	
              20,796,887.00

            
	
              December
                2011

            	
              19,069,275.00

            
	
              January
                2012

            	
              17,415,291.00

            
	
              February
                2012

            	
              15,833,464.00

            


    

    


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

     

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

     

    “Swap
      Termination Payment”: Upon the designation of an “Early Termination Date” as
      defined in the Swap Agreement, the payment to be made by the Securities
      Administrator on behalf of the Supplemental Interest Trust Trustee from the
      Supplemental Interest Trust to the Swap Provider, or by the Swap Provider to
      the
      Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap
      Agreement.

    
       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

    

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

     

    “Termination
      Price”: As defined in Section 10.01.

     

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

     

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

     

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

     

    “Trigger
      Event”: With respect to any Distribution Date, a Trigger Event is in effect if
      (x) the Delinquency Percentage exceeds 35.50% of the Credit Enhancement
      Percentage with respect to such Distribution Date or (y) the aggregate amount
      of
      Realized Losses incurred since the Cut-off Date through the last day of the
      related Due Period divided by the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date exceeds the applicable percentages set forth below
      with respect to such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              Percentages

            
	
              March
                2009 to February 2010

            	 	
              1.60%,
                plus 1/12th of 1.90% for each month thereafter

            
	
              March
                2010 to February 2011

            	 	
              3.50%,
                plus 1/12th of 1.90% for each month thereafter

            
	
              March
                2011 to February 2012

            	 	
              5.40%,
                plus 1/12th of 1.55% for each month thereafter

            
	
              March
                2012 to February 2013

            	 	
              6.95%,
                plus 1/12th of 0.85% for each month thereafter

            
	
              March
                2013 and thereafter

            	 	
              7.80%

            


    

    


    “Trust”:
      ACE Securities Corp., Home Equity Loan Trust, Series 2007-HE3, the trust created
      hereunder.

     

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

    
       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

    “Uncertificated
      Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
      one month’s interest at the related REMIC Remittance Rate applicable to such
      REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
      Balance thereof immediately prior to such Distribution Date. Uncertificated
      Interest in respect of the REMIC Regular Interests shall accrue on the basis
      of
      a 360-day year consisting of twelve 30-day months. Uncertificated Interest
      with
      respect to each Distribution Date, as to any REMIC Regular Interest, shall
      be
      reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
      Shortfall, if any, for such Distribution Date to the extent not covered by
      payments pursuant to Section 3.22 or Section 4.19 of this Agreement
      and (b) the aggregate amount of any Relief Act Interest Shortfall, if any
      allocated, in each case, to such REMIC Regular Interest or REMIC Regular
      Interest pursuant to Section 1.02 of this Agreement. In addition,
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      Regular Interest, shall be reduced by Realized Losses, if any, allocated to
      such
      REMIC Regular Interest pursuant to Section 1.02 and Section 5.04 of
      this Agreement.

     

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

     

    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1st
                through 7th 

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

            
	
              8

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

            
	
              9

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

            
	
              10

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

            
	
              11

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

            
	
              12

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

            
	
              13

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

            
	
              14

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

            


    

     

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

    

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              15

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

            
	
              16

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

            
	
              17

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

            
	
              18

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

            
	
              19

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

            
	
              20

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

            
	
              21

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

            
	
              22

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

            
	
              23

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

            
	
              24

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

            
	
              25

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

            
	
              26

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

            
	
              27

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

            
	
              28

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

            
	
              29

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

            
	
              30

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

            
	
              31

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

            
	
              32

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

            
	
              33

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

            
	
              34

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

            
	
              35

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

            
	
              36

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

            
	
              37

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

            
	
              38

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

            
	
              39

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

            
	
              40

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

            
	
              41

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

            
	
              42

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

            
	
              43

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

            
	
              44

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

            
	
              45

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

            
	
              46

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

            
	
              47

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

            
	
              48

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

            
	
              49

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

            
	
              50

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

            
	
              51

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

            
	
              52

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

            
	
              53

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

            
	
              54

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

            
	
              55

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

            
	
              56

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

            
	
              57

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

            
	
              58

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

            
	
              59

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

            
	
              60

            	 	
              I-54-A
                and II-54-A 

            
	
              thereafter

            	 	
              $0.00

            


    

    


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

     

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

     

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

    
       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

    

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

     

    “Verification
      Report”: As defined in Section 4.19. 

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any such Certificate. With respect to any date of determination,
      98% of all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated among the
      holders of the Class P Certificates and 1% of all Voting Rights will be
      allocated among the holders of the Class R Certificates. The Voting Rights
      allocated to each Class of Certificate shall be allocated among Holders of
      each
      such Class in accordance with their respective Percentage Interests as of the
      most recent Record Date. 

    
       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

    

    “Wells
      Fargo”: Wells Fargo Bank, National Association in its capacity as Servicer or
      any successor thereto appointed hereunder in connection with the servicing
      and
      administration of the Mortgage Loans.

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for any Distribution Date,
      (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent
      not covered by payments by the Servicer pursuant to Section 3.22 of this
      Agreement or by the Master Servicer pursuant to Section 4.19 of this
      Agreement) and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated first, to the Class
      CE Certificates, second, to the Class M-9 Certificates, third, to the Class
      M-8
      Certificates, fourth, to the Class M-7 Certificates, fifth, to the Class M-6
      Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class M-4
      Certificates, eighth, to the Class M-3 Certificates, ninth, to the Class M-2
      Certificates, tenth, to the Class M-1 Certificates and eleventh, to the Class
      A
      Certificates, on a pro
      rata
      basis,
      in each case based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Certificate Principal
      Balance or Notional Amount, as applicable, of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses allocated to the Mezzanine Certificates
      and Net WAC Rate Carryover Amounts paid to the Class A Certificates and the
      Mezzanine Certificates incurred for any Distribution Date shall be allocated
      to
      the Class CE Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group I Regular Interests for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group I Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest I and to the REMIC I Group I Regular
      Interests ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group I Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group II Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls (to the extent not covered by payments by
      the
      Servicer pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group II Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest II and to the REMIC I Group II Regular
      Interests ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group II Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest. 

    
       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

    

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

     

    (A) The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.22 of this Agreement or the Master Servicer pursuant
      to Section 4.19 of this Agreement) and the REMIC II Marker Allocation
      Percentage of any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among REMIC II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest ZZ pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest; and

     

    (B) The
      REMIC
      II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.22 of this Agreement or by the Master Servicer
      pursuant to Section 4.19 of this Agreement) and the REMIC II Sub WAC
      Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
      of the Mortgage Loans for any Distribution Date shall be allocated first, to
      Uncertificated Interest payable to REMIC II Regular Interest I-SUB, REMIC II
      Regular Interest I-GRP, REMIC II Regular Interest II-SUB, REMIC II Regular
      Interest II-GRP and REMIC II Regular Interest XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest.

     


    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    


    ARTICLE
      II


    CONVEYANCE
      OF MORTGAGE LOANS;


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of the Mortgage Loans.

     

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

     

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

     

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

     

    The
      Depositor shall deliver or cause the related originator to deliver to the
      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 Trustee or Custodian, such documents including the mortgagee
      policy of title insurance and any Mortgage Loan Documents upon return from
      the
      recording office. The Servicer shall not be responsible for any custodian fees
      or other costs incurred in obtaining such documents and the Depositor shall
      cause the Servicer to be reimbursed for any such costs the Servicer may incur
      in
      connection with performing its obligations under this Agreement.

    
       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

    

    In
      connection with the assignment of any Mortgage Loan registered on the MERS
      System, the Depositor will direct the Servicer to cause, within 30 Business
      Days
      after the Closing Date, the MERS System to indicate that such Mortgage Loans
      have been assigned by the Depositor to the Trustee in accordance with this
      Agreement for the benefit of the Certificateholders by including 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 Servicer agrees
      that it will not, and the Master Servicer agrees that it will not and will
      not
      permit a Sub-Servicer to, alter the codes referenced in this paragraph with
      respect to any Mortgage Loan during the term of this Agreement unless and until
      such Mortgage Loan is repurchased in accordance with the terms of this
      Agreement.

     

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

     

    SECTION
      2.02. Acceptance
      of REMIC I by Trustee.

     

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

    
       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

    

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     

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

     

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

    
       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

    
       

      
        
          
          

        

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

     

    (c) Upon
      discovery by the Depositor, the Sponsor, the Servicer or the Trustee that any
      Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code, the party discovering such fact shall
      within two (2) Business Days give written notice thereof to the other parties.
      In connection therewith, the Sponsor shall repurchase or substitute one or
      more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (90) days of the earlier of discovery or receipt of such notice with respect
      to
      such affected Mortgage Loan. Such repurchase or substitution shall be made
      by
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) of this Agreement. The Trustee shall reconvey to the
      Sponsor the Mortgage Loan to be released pursuant hereto in the same manner,
      and
      on the same terms and conditions, as it would a Mortgage Loan repurchased for
      breach of a representation or warranty.

     

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

     

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

    
       

      
        
          
          

        

        
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    SECTION
      2.04. Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
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    (viii) The
      Servicer has fully furnished accurate and complete information (e.g., favorable
      and unfavorable) on its borrower credit files to Equifax, Experian and Trans
      Union Credit Information Company or their successors in accordance with
      applicable law; and

     

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

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the Custodian and shall inure to the benefit of the Trustee,
      the Master Servicer, the Securities Administrator, the Depositor and the
      Certificateholders. Upon discovery by any such Person or the Servicer of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan, Prepayment
      Charge or the interests therein of the Certificateholders, the party discovering
      such breach shall give prompt written notice (but in no event later than two
      (2)
      Business Days following such discovery) to the Trustee. Subject to
      Section 8.01, unless such breach shall not be susceptible of cure within
      ninety (90) days, the obligation of the Servicer set forth in
      Section 2.03(e) to cure breaches shall constitute the sole remedy against
      the Servicer available to the Certificateholders, the Depositor or the Trustee
      on behalf of the Certificateholders respecting a breach of the representations,
      warranties and covenants contained in this Section 2.05.

     

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

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the Mortgage Loan Documents, subject to the
      provisions of Section 2.01 and Section 2.02 hereof and Section 2
      of the Custodial Agreement, together with the assignment to it of all other
      assets included in REMIC I, the receipt of which is hereby acknowledged. The
      interests evidenced by the Class R-I Interest, together with the REMIC I Regular
      Interests, constitute the entire beneficial ownership interest in REMIC I.
      The
      rights of the Holders of the Class R-I Interest and REMIC I (as holder of the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      I
      in respect of the Class R-I Interest and the REMIC I Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-I Interest and the REMIC I Regular Interests, shall be as set forth in this
      Agreement.

     

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

     

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

    
       

      
        
          
          

        

        
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    SECTION
      2.08. Issuance
      of the Residual Certificates.

     

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

     

    SECTION
      2.09. Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “ACE Securities Corp., Home Equity Loan Trust, Series
      2007-HE3” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.10. Purpose
      and Powers of the Trust.

     

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

     

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

     

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

    
       

      
        
          
          

        

        
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    (c) to
      make
      payments on the Certificates;

     

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

     

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

     

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

     

    SECTION
      2.11. Representations
      and Warranties of the Trustee.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01. The
      Servicer to Act as Servicer.

     

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

     

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

     

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

     

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

     

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

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      with respect to the Mortgage Loans and may waive (or permit a Sub-Servicer
      to
      waive) a Prepayment Charge only under the following circumstances: (i) such
      waiver is standard and customary in servicing similar Mortgage Loans and such
      waiver is related to a default or reasonably foreseeable default and would,
      in
      the reasonable judgment of the Servicer, maximize recovery of total proceeds
      taking into account the value of such Prepayment Charge and the related Mortgage
      Loan and, if such waiver is made in connection with a refinancing of the related
      Mortgage Loan, such refinancing is related to a default or a reasonably
      foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance
      with applicable law or the collection of such related Prepayment Charge would
      otherwise violate applicable law or (iii) the collection of such Prepayment
      Charge would be considered “predatory” pursuant to written guidance published or
      issued by any applicable federal, state or local regulatory authority acting
      in
      its official capacity and having jurisdiction over such matters. In addition,
      the Servicer may not impose a Prepayment Charge in any instance when the
      Mortgage Loan is accelerated or where the Mortgagor has made a Principal
      Prepayment in full in connection with the workout of a delinquent Mortgage
      Loan
      or due to a default by the Mortgagor. Notwithstanding any provision in this
      Agreement to the contrary, in the event the Prepayment Charge payable under
      the
      terms of the Mortgage Note is less than the amount of the Prepayment Charge
      set
      forth in the Prepayment Charge Schedule or other information provided to the
      Servicer, the Servicer and the Master Servicer shall not have any liability
      or
      obligation with respect to such difference (including any obligation to
      recalculate any Prepayment Charges), and in addition shall not have any
      liability or obligation to pay the amount of any uncollected Prepayment Charge
      if the failure to collect such amount is the direct result of inaccurate or
      incomplete information on the Prepayment Charge Schedule.

    
       

      
        
          
          

        

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

     

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

     

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

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

     

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

     

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

    
       

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

    (a) The
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-
      Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder and the Servicer shall cause
      any
      Sub-Servicer to comply with the provisions of this Agreement (including, without
      limitation, to provide the information required to be delivered under Sections
      3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were
      the
      Servicer. The Servicer shall be responsible for obtaining from each Sub-Servicer
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification as and when required to be delivered. Each Sub-Servicer shall
      be
      (i) authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Sub-Servicer to perform its obligations
      hereunder and under the Sub-Servicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Notwithstanding the provisions of any
      Sub-Servicing Agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Servicer or a Sub-Servicer or reference
      to actions taken through the Servicer or otherwise, the Servicer shall remain
      obligated and liable to the Depositor, the Trustee and the Certificateholders
      for the servicing and administration of the Mortgage Loans in accordance with
      the provisions of this Agreement without diminution of such obligation or
      liability by virtue of such Sub-Servicing Agreements or arrangements or by
      virtue of indemnification from the Sub-Servicer and to the same extent and
      under
      the same terms and conditions as if the Servicer alone were servicing and
      administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
      by
      the Servicer shall contain a provision giving the successor servicer the option
      to terminate such agreement in the event a successor servicer is appointed.
      All
      actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
      Agreement shall be performed as an agent of the Servicer with the same force
      and
      effect as if performed directly by the Servicer.

    
       

      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

       

    

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

     

    (c) As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer for the benefit of the Master Servicer, the Trustee and the Depositor
      to comply with the provisions of Sections 3.18 and 3.19 of this Agreement to
      the
      same extent as if such Subcontractor were the Servicer. The Servicer shall
      be
      responsible for obtaining from each such Subcontractor and delivering to the
      Master Servicer and any Depositor any assessment of compliance, attestation
      report and Sarbanes-Oxley related certification required to be delivered by
      such
      Subcontractor under Sections 3.18 and 3.19, in each case as and when required
      to
      be delivered.

    
       

      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      

       

    

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

     

    SECTION
      3.03. Successor
      Sub-Servicers.

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

       

    

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

     

    SECTION
      3.06. Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, the Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder. Notwithstanding the foregoing, in
      the
      event that any Mortgage Loan is in default or, in the judgment of the Servicer,
      such default is reasonably foreseeable, the Servicer, consistent with Accepted
      Servicing Practices may waive, modify or vary any term of such Mortgage Loan
      (including, but not limited to, modifications that change the Mortgage Rate,
      forgive the payment of principal or interest or extend the final maturity date
      of such Mortgage Loan), accept payment from the related Mortgagor of an amount
      less than the Stated Principal Balance in final satisfaction of such Mortgage
      Loan, or consent to the postponement of strict compliance with any such term
      or
      otherwise grant indulgence to any Mortgagor if in the Servicer’s determination
      such waiver, modification, postponement or indulgence is not materially adverse
      to the interests of the Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action). The Servicer shall not
      be
      required to institute or join in litigation with respect to collection of any
      payment (whether under a Mortgage, Mortgage Note or otherwise or against any
      public or governmental authority with respect to a taking or condemnation)
      if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which such payment is required is prohibited by
      applicable law.

     

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

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, and comparable items for the account of the Mortgagors
      (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be
      Eligible Accounts. The Servicer shall deposit in the clearing account in which
      it customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one (1) Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans and shall thereafter deposit
      such Escrow Payments in the Servicing Accounts, in no event later than the
      second Business Day after the deposit of good funds into the clearing account,
      and retain therein, all Escrow Payments collected on account of the Mortgage
      Loans, for the purpose of effecting the timely payment of any such items as
      required under the terms of this Agreement. Withdrawals of amounts from a
      Servicing Account may be made by the Servicer only to (i) effect timely payment
      of taxes, assessments, fire, flood, and hazard insurance premiums, and
      comparable items; (ii) reimburse itself out of related collections for any
      Servicing Advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.11 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) for application to restore or repair the related Mortgaged
      Property in accordance with Section 3.11; (v) pay interest, if required and
      as described below, to Mortgagors on balances in the Servicing Account; or,
      only
      to the extent not required to be paid to the related Mortgagors, to pay itself
      interest on balances in the Servicing Account; or (vi) clear and terminate
      the
      Servicing Account at the termination of the Servicer’s obligations and
      responsibilities in respect of the Mortgage Loans under this Agreement in
      accordance with Article X. As part of its servicing duties, the Servicer shall
      pay to the Mortgagors interest on funds in Servicing Accounts, to the extent
      required by law and, to the extent that interest earned on funds in the
      Servicing Accounts is insufficient, to pay such interest from its own funds,
      without any reimbursement therefor. Notwithstanding the foregoing, the Servicer
      shall not be obligated to collect Escrow Payments if the related Mortgage Loan
      does not require such payments but the Servicer shall nevertheless be obligated
      to make Servicing Advances as provided in Section 3.01 and
      Section 3.11. In the event the Servicer shall deposit in the Servicing
      Accounts any amount not required to be deposited therein, it may at any time
      withdraw such amount from the Servicing Accounts, any provision to the contrary
      notwithstanding.

    
       

      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

       

    

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

     

    SECTION
      3.08. Collection
      Account and Distribution Account.

     

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

    
       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, the Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on or before 12:00 noon New York time on the Servicer Remittance Date,
      that portion of the Available Distribution Amount (calculated without regard
      to
      the references in clause (2) of the definition thereof to amounts that may
      be
      withdrawn from the Distribution Account) for the related Distribution Date
      then
      on deposit in the Collection Account and the amount of all Prepayment Charges
      collected by the Servicer in connection with the Principal Prepayment of any
      of
      the Mortgage Loans then on deposit in the Collection Account and the amount
      of
      any funds reimbursable to an Advance Financing Person pursuant to
      Section 3.25 of this Agreement. If the balance on deposit in a Collection
      Account exceeds $100,000 as of the commencement of business on any Business
      Day
      and the Collection Account constitutes an Eligible Account solely pursuant
      to
      clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or
      before 5:00 p.m. New York time on such Business Day, withdraw from the
      Collection Account any and all amounts payable or reimbursable to the Depositor,
      the Servicer, the Trustee, the Master Servicer, the Securities Administrator
      or
      the Sponsor pursuant to Section 3.09 of this Agreement and shall pay such
      amounts to the Persons entitled thereto or shall establish a separate Collection
      Account (which shall also be an Eligible Account) and withdraw from the existing
      Collection Account the amount on deposit therein in excess of $100,000 and
      deposit such excess in the newly created Collection Account.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

     

    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date on which such payment was due, the Securities
      Administrator shall send written notice thereof to the Servicer. The Servicer
      shall pay to the Securities Administrator interest on any such late payment
      by
      the 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 Servicer to the Securities
      Administrator on the date such late payment is made and shall cover the period
      commencing with the day following the Servicer Remittance Date and ending with
      the Business Day on which such payment is made, both inclusive. The payment
      by
      the Servicer of any such interest, or the failure of the Securities
      Administrator to notify the Servicer of such interest, shall not be deemed
      an
      extension of time for payment or a waiver of any Event of Default by the
      Servicer.

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii) subject
      to Section 3.13(d) of this Agreement, to reimburse itself (including any
      successor Servicer) for P&I Advances made by it, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees) of Monthly Payments on related Mortgage Loans with respect to which such
      P&I Advances were made in accordance with the provisions of
      Section 5.03;

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03 of this
      Agreement; provided, however, the Servicer shall not be entitled to
      reimbursement for any Servicing Advance made prior to the Cut-off Date if the
      Servicer determines that such Servicing Advance constitutes a Nonrecoverable
      Servicing Advance;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix), (x) and (xi)
      above.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      3.10. Investment
      of Funds in the Investment Accounts.

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

    (a) The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of the related Mortgage Loan and the amount
      necessary to compensate fully for any damage or loss to the improvements which
      are a part of such property on a replacement cost basis, in each case in an
      amount not less than such amount as is necessary to avoid the application of
      any
      coinsurance clause contained in the related hazard insurance policy. The
      Servicer shall also cause to be maintained fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is at least equal to the lesser of (i)
      the maximum insurable value of the improvements which are a part of such
      property and (ii) the outstanding principal balance of the related Mortgage
      Loan
      (including, with respect to each second lien Mortgage Loan, the outstanding
      principal balance of the related first lien) at the time it became an REO
      Property, in each case in an amount not less than such amount as is necessary
      to
      avoid the application of any coinsurance clause contained in the related hazard
      insurance policy. The Servicer will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts to be collected by the Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage and Mortgage Note) shall be deposited in
      the
      Collection Account, subject to withdrawal pursuant to Section 3.09, if
      received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section 3.21, if received in respect of an REO
      Property. Any cost incurred by the Servicer in maintaining any such insurance
      shall not, for the purpose of calculating distributions to Certificateholders,
      be added to the unpaid principal balance of the related Mortgage Loan,
      notwithstanding that the terms of such Mortgage Loan so permit. It is understood
      and agreed that no earthquake or other additional insurance is to be required
      of
      any Mortgagor other than pursuant to such applicable laws and regulations as
      shall at any time be in force and as shall require such additional insurance.
      If
      the related Mortgaged Property is located in an area identified by the Flood
      Emergency Management Agency as having special flood hazards (and such flood
      insurance has been made available) the Servicer shall cause to be maintained
      a
      flood insurance policy in an amount representing coverage equal to the lesser
      of: (i) the minimum amount required, under the terms of coverage, to compensate
      for any damage or loss on a replacement cost basis (or the unpaid balance of
      the
      mortgage if replacement cost coverage is not available for the type of building
      insured) and (ii) the maximum amount of insurance which is available under
      the
      Flood Disaster Protection Act of 1973, as amended. If at any time during the
      term of the Mortgage Loan, the Servicer determines in accordance with applicable
      law that a Mortgaged Property or REO Property is located in a special flood
      hazard area and is not covered by flood insurance or is covered in an amount
      less than the amount required by the Flood Disaster Protection Act of 1973,
      as
      amended, the Servicer shall notify the related Mortgagor that the Mortgagor must
      obtain such flood insurance coverage, and if said Mortgagor fails to obtain
      the
      required flood insurance coverage within forty-five (45) days after such
      notification, the Servicer shall immediately force place the required flood
      insurance on the Mortgagor’s behalf.

    
       

      
        
          
          

        

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

     

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

     

    (c) The
      Servicer shall not take any action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. The Servicer shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan. Except as required by applicable law or the
      related Mortgage Loan Documents, the Servicer shall not cancel or refuse to
      renew any such primary mortgage insurance policy that is in effect at the date
      of the initial issuance of the related Mortgage Note and is required to be
      kept
      in force hereunder.

     

    The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08 of this Agreement, any
      amounts collected by the Servicer under any primary mortgage insurance policies
      shall be deposited in the Collection Account, subject to withdrawal pursuant
      to
      Section 3.09 of this Agreement. Notwithstanding any provision to the
      contrary, the Servicer shall not have any responsibility with respect to a
      primary mortgage insurance policy unless the Servicer has been made aware of
      such policy, as reflected on the Mortgage Loan Schedule or otherwise and have
      been provided with adequate information to administer such policy.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

    (e) The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08, any amounts collected
      by the Servicer under any primary mortgage insurance policies shall be deposited
      in the Collection Account, subject to withdrawal pursuant to Section 3.09.
      Notwithstanding any provision to the contrary, the Servicer shall not have
      any
      responsibility with respect to a primary mortgage insurance policy unless the
      Servicer has been made aware of such policy, as reflected on the Mortgage Loan
      Schedule or otherwise and have been provided with adequate information to
      administer such policy. 

     

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

     

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

    
       

      
        
          
          

        

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

     

    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    (a) The
      Servicer shall use commercially reasonable efforts, consistent with Accepted
      Servicing Practices, to foreclose upon or otherwise comparably convert the
      ownership of properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 3.06. The Servicer
      shall be responsible for all costs and expenses incurred by it in any such
      proceedings; provided, however, that such costs and expenses will be recoverable
      as Servicing Advances by the Servicer as contemplated in Sections 3.09 and
      3.21.
      The foregoing is subject to the provision that, in any case in which a Mortgaged
      Property shall have suffered damage from an Uninsured Cause, the Servicer shall
      not be required to expend its own funds toward the restoration of such property
      unless it shall determine in its discretion that such restoration will increase
      the proceeds of liquidation of the related Mortgage Loan after reimbursement
      to
      itself for such expenses. 

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (c) The
      Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
      Loan serviced by it that is 90 days or more delinquent, which the Servicer
      determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to the Servicer and the Trustee
      prior to purchase), at a price equal to the Purchase Price. The Purchase Price
      for any Mortgage Loan purchased hereunder shall be deposited in the Collection
      Account, and the Trustee, upon receipt of written certification from the
      Servicer of such deposit, shall release or cause to be released to the Servicer
      the related Mortgage File and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Servicer shall furnish and as shall be
      necessary to vest in the Servicer title to any Mortgage Loan released pursuant
      hereto.

    
       

      
        
          
          

        

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

     

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


     

    
      
        
        

      

      
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    If
      there
      is more than one Servicer, the Servicers and the Master Servicer agree to
      cooperate in providing each Servicer with the information regarding the
      Foreclosure Restricted Mortgage Loans serviced by the other Servicer in order
      to
      comply with this Section 3.13.

     

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

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the 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 Servicer will promptly furnish to the Custodian, on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by a Servicing Officer or in
      a
      mutually agreeable electronic format which will, in lieu of a signature on
      its
      face, originate from a Servicing Officer (which certification shall include
      a
      statement to the effect that all amounts received in connection with such
      payment that are required to be deposited in the Collection Account have been
      or
      will be so deposited) and shall request that the Custodian, on behalf of the
      Trustee, deliver to the Servicer the related Mortgage File. Upon receipt of
      such
      certification and request, the Custodian, on behalf of the Trustee, shall within
      five (5) Business Days release the related Mortgage File to the 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 Servicer is authorized,
      to give, as agent for the Trustee, as the mortgagee under the Mortgage that
      secured the Mortgage Loan, an instrument of satisfaction (or assignment of
      mortgage without recourse) regarding the Mortgaged Property subject to the
      Mortgage, which instrument of satisfaction or assignment, as the case may be,
      shall be delivered to the Person or Persons entitled thereto against receipt
      therefor of such payment, it being understood and agreed that no expenses
      incurred in connection with such instrument of satisfaction or assignment,
      as
      the case may be, shall be chargeable to the Collection Account, unless it shall
      represent a Servicing Advance.

     

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

    
       

      
        
          
          

        

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

     

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

     

    SECTION
      3.15. Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      the
      Servicing Fee with respect to each Mortgage Loan serviced by it payable solely
      from payments of interest in respect of such Mortgage Loan, subject to
      Section 3.22. In addition, the Servicer shall be entitled to recover unpaid
      Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the extent
      permitted by Section 3.09(a)(iii) and out of amounts derived from the
      operation and sale of an REO Property to the extent permitted by
      Section 3.21. The right to receive the Servicing Fee may not be transferred
      in whole or in part except in connection with the transfer of all of the
      Servicer’s responsibilities and obligations under this Agreement to the extent
      permitted herein.

     

    Additional
      servicing compensation in the form of Ancillary Income (other than Prepayment
      Charges) shall be retained by the Servicer only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.09(a)(iv) to withdraw from the Collection Account and
      pursuant to Section 3.21(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.10. In addition, the Servicer shall be entitled to
      retain or withdraw from the Collection Account, pursuant to
      Section 3.09(a)(x), any Prepayment Interest Excess with respect to the
      Mortgage Loans serviced by it as additional servicing compensation. The Servicer
      shall be required to pay all expenses incurred by it in connection with its
      servicing activities hereunder and shall not be entitled to reimbursement
      therefor except as specifically provided herein.

    
       

      
        
          
          

        

        
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    SECTION
      3.16. Collection
      Account Statements.

     

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

     

    SECTION
      3.17. Annual
      Statement as to Compliance.

     

    (a) The
      Servicer shall deliver (and shall cause any Sub-Servicer engaged by it to
      deliver) to the Master Servicer (and the Master Servicer shall deliver to the
      Depositor) on or before March 15 of each year, commencing in March 2008, an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of the Servicer’s performance under this Agreement, or such other applicable
      agreement in the case of a Sub-Servicer, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of a Sub-Servicer, in all material
      respects throughout such year or portion thereof, or, if there has been a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status thereof. Promptly
      after receipt of each such Officer’s Certificate from the Servicer, any
      Sub-Servicer engaged by the Servicer, the Depositor shall review such Officer’s
      Certificate and, if applicable, consult with each such party, as applicable,
      as
      to the nature of any failures by such party, in the fulfillment of any of the
      Servicer’s obligations hereunder or, in the case of a Sub-Servicer, under such
      other applicable agreement.

     

    (b) Failure
      of the Servicer to comply timely with this Section 3.17 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided in this Agreement). This paragraph shall supersede any
      other
      provision in this Agreement or any other agreement to the contrary.

    
       

      
        
          
          

        

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

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

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

     

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

    
       

      
        
          
          

        

        
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    (c) Failure
      of the Servicer to comply timely with this Section 3.18 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided for in this Agreement). This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.

     

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

     

    SECTION
      3.19. Annual
      Certification; Additional Information.

     

    (a) The
      Servicer shall and shall cause any Servicing Function Participant engaged by
      it
      to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      C,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      In the event the Servicer or any Servicing Function Participant engaged by
      it is
      terminated or resigns pursuant to the terms of this Agreement, or any applicable
      Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 3.19 with
      respect to the period of time it was subject to this Agreement or any applicable
      Sub-Servicing Agreement, as the case may be.

     

    (b) The
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      the Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.19 or the Servicer’s negligence, bad faith
      or willful misconduct in connection therewith. Such indemnity shall survive
      the
      termination or resignation of the parties hereto or the termination of this
      Agreement. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee and the Depositor, then the Servicer agrees that it shall contribute
      to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor as a result of the losses, claims,
      damages or liabilities of the Master Servicer, the Securities Administrator,
      the
      Trustee and the Depositor in such proportion as is appropriate to reflect the
      relative fault of the Master Servicer, the Securities Administrator, the Trustee
      and the Depositor on the one hand and the Servicer on the other in connection
      with a breach of the Servicer’s obligations under this
      Section 3.19.

    
       

      
        
          
          

        

        
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    (c) The
      Servicer shall provide to the Master Servicer prompt notice of the occurrence
      of
      any of the following: 

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
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    SECTION
      3.20. Access
      to
      Certain Documentation.

     

    The
      Servicer shall provide to the Depositor and the Trustee at the request of the
      Office of Thrift Supervision, the FDIC, and any other federal or state banking
      or insurance regulatory authority that may exercise authority over any
      Certificate Owner, access to the documentation regarding the related Mortgage
      Loans required by applicable laws and regulations. Such access shall be afforded
      without charge, but only upon reasonable request and during normal business
      hours at the offices of the Servicer designated by it. Nothing in this
      Section 3.20 shall limit the obligation of the Servicer to comply with any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of the Servicer to provide access as provided in this
      Section as a result of such obligation shall not constitute a breach of
      this Section. Nothing in this Section 3.20 shall require the Servicer to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. The Servicer shall not be required
      to
      make copies of or ship documents to any Person unless provisions have been
      made
      for the reimbursement of the costs thereof. 

     

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

     

    (a) The
      deed
      or certificate of sale of any REO Property related to a Mortgage Loan shall
      be
      taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
      and for the benefit of the Certificateholders. The Servicer, on behalf of REMIC
      I, shall either sell any REO Property by the close of the third calendar year
      following the calendar year in which REMIC I acquires ownership of such REO
      Property for purposes of Section 860(a)(8) of the Code or request from the
      Internal Revenue Service, no later than sixty (60) days before the day on which
      the three-year grace period would otherwise expire an extension of the
      three-year grace period, unless the Servicer had delivered to the Trustee an
      Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
      that the holding by REMIC I of such REO Property subsequent to three (3) years
      after its acquisition will not result in the imposition on any Trust REMIC
      created hereunder of taxes on “prohibited transactions” thereof, as defined in
      Section 860F of the Code, or cause any Trust REMIC hereunder to fail to
      qualify as a REMIC under Federal law at any time that any Certificates are
      outstanding. The Servicer shall manage, conserve, protect and operate each
      REO
      Property for the Certificateholders solely for the purpose of its prompt
      disposition and sale in a manner which does not cause such REO Property to
      fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC
      created hereunder of any “income from non-permitted assets” within the meaning
      of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure
      property” which is subject to taxation under the REMIC Provisions.

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    (iii) none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Trust Fund and for the benefit of the Certificateholders with respect to
      the
      operation and management of any such REO Property; and

     

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

     

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

     

    (d) In
      addition to the withdrawals permitted under Section 3.21(c), the Servicer
      may from time to time make withdrawals from the REO Account for any REO
      Property: (i) to pay itself unpaid Servicing Fees in respect of the related
      Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed
      Servicing Advances and Advances made in respect of such REO Property or the
      related Mortgage Loan. On the Servicer Remittance Date, the Servicer shall
      withdraw from each REO Account and deposit into the Distribution Account in
      accordance with Section 3.08(d)(ii), for distribution on the related
      Distribution Date in accordance with Section 5.01, the income from the
      related REO Property received during the prior calendar month, net of any
      withdrawals made pursuant to Section 3.21(c) or this
      Section 3.21(d).

    
       

      
        
          
          

        

        
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    (e) Subject
      to the time constraints set forth in Section 3.21(a), each REO Disposition
      shall be carried out by the Servicer at such price and upon such terms and
      conditions as the Servicer shall deem necessary or advisable, as shall be normal
      and usual in accordance with Accepted Servicing Practices.

     

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

     

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

     

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

     

    The
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on the Servicer Remittance Date from its own funds an
      amount equal to the lesser of (i) the aggregate amount of the Prepayment
      Interest Shortfalls attributable to Principal Prepayments in full on the related
      Mortgage Loans for the related Distribution Date resulting solely from voluntary
      Principal Prepayments received by the Servicer during the portion of the related
      Prepayment Period occurring between the fourteenth (14th)
      day of
      the month preceding the month preceding the month in which the related
      Distribution Date occurs and ending on the last day of such month and (ii)
      the
      aggregate amount of the related Servicing Fees payable to Servicer on such
      Distribution Date with respect to the related Mortgage Loans. The Servicer
      shall
      not have the right to reimbursement for any amounts remitted to the Securities
      Administrator in respect of this Section 3.22. The Servicer shall not be
      obligated to pay the amounts set forth in this Section 3.22 with respect to
      shortfalls resulting from the application of the Relief Act.

    
       

      
        
          
          

        

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

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Stated Principal Balances that were made by the Servicer
      in
      a manner not consistent with the terms of the related Mortgage Note and this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
      Administrator, the Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. Notwithstanding the foregoing, this
      Section 3.23 shall not limit the ability of the Servicer to seek recovery
      of any such amounts from the related Mortgagor under the terms of the related
      Mortgage Note and Mortgage, to the extent permitted by applicable
      law.

     

    SECTION
      3.24. Reserve
      Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
National
      Association,
      in
      trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-HE3, Asset Backed Pass-Through Certificates.” On the Closing Date,
      the Depositor will deposit, or cause to be deposited, into the Reserve Fund
      $1,000. In addition, the amount deposited in the Reserve Fund shall be increased
      by any payments received by the Securities Administrator under the Group I
      Cap
      Contract and deposited into the Reserve Fund for the benefit of the Class A-1
      Certificates and the Mezzanine Certificates and under the Group II Cap Contract
      and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates
      and the Mezzanine Certificates. 

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

    (f) For
      federal tax return and information reporting, the right of the Class A
      Certificateholders and the Mezzanine Certificateholders to receive payments
      from
      the Reserve Fund and the Supplemental Interest Trust in respect of any Net
      WAC
      Rate Carryover Amount shall be assigned a value of $426,000.

     

    (g) In
      the
      event that a Cap Contract is terminated prior to the Distribution Date in August
      2007, the Securities Administrator, at the direction of the Depositor, shall
      use
      reasonable efforts to appoint a successor cap counterparty using any cap
      agreement termination payments paid by the Cap Counterparty. If the Securities
      Administrator is unable to locate a qualified successor cap counterparty within
      thirty (30) days of the Early Termination Date (as defined in the Cap Contract),
      any cap agreement termination payments paid by the Cap Counterparty will be
      deposited into a separate non-interest bearing Eligible Account and the
      Securities Administrator, on each subsequent Distribution Date (until the
      termination date of the Cap Contract or the appointment of a successor cap
      counterparty), will withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the payment, if any, that would have been
      paid to the Securities Administrator by the original Cap Counterparty calculated
      in accordance with the terms of the original Cap Contract, and distribute such
      amount to the holders of the Certificates in accordance with Section
      5.01.

    
       

      
        
          
          

        

        
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    (h) In
      the
      event that the Cap Counterparty fails to perform any of its obligations under
      a
      Cap Contract (including, without limitation, its obligation to make any payment
      or transfer collateral), or breaches any of its representations and warranties
      thereunder, or in the event that an Event of Default, Termination Event, or
      Additional Termination Event (each as defined in the Cap Contract) occurs with
      respect to the related Cap Contract, the Securities Administrator shall
      immediately, but no later than the next Business Day following such failure
      or
      breach, notify the Depositor and send any notices and make any demands, on
      behalf of the Holders of the Offered Certificates, in accordance with the Cap
      Contract. 

     

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

     

    SECTION
      3.25. Advance
      Facility.

     

    (a) Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby authorized
      to enter into an advance facility (“Advance Facility”) but no more than two
      Advance Facilities, without the prior written consent of the Trustee, which
      consent shall not be unreasonably withheld, under which (A) the Servicer sells,
      assigns or pledges to an advancing person (an “Advance Financing Person”) its
      rights under this Agreement to be reimbursed for any P&I Advances or
      Servicing Advances and/or (B) an Advance Financing Person agrees to finance
      some
      or all P&I Advances or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of the Servicer pursuant to the terms of
      this Agreement); it being understood that neither the Trust Fund nor any party
      hereto shall have a right or claim (including without limitation any right
      of
      offset) to any amounts for reimbursement of P&I Advances or Servicing
      Advances so assigned or to the portion of the Servicing Fee so assigned. Subject
      to the provisions of the first sentence of this Section 3.25(a), no consent
      of the Depositor, Trustee, Master Servicer, Certificateholders or any other
      party is required before the Servicer may enter into an Advance Facility, but
      the Servicer shall provide notice to the Depositor, Master Servicer and the
      Trustee of the existence of any such Advance Facility promptly upon the
      consummation thereof stating (a) the identity of the Advance Financing Person
      and (b) the identity of any Person (“Servicer’s Assignee”) who has the right to
      receive amounts in reimbursement of previously unreimbursed P&I Advances or
      Servicing Advances. Notwithstanding the existence of any Advance Facility under
      which an advancing person agrees to finance P&I Advances and/or Servicing
      Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
      to this Agreement to make P&I Advances and Servicing Advances pursuant to
      and as required by this Agreement, and shall not be relieved of such obligations
      by virtue of such Advance Facility.

    
       

      
        
          
          

        

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

     

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

     

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

     

    (e) Any
      amendment to this Section 3.25 or to any other provision of this Agreement
      that may be necessary or appropriate to effect the terms of an Advance Facility
      as described generally in this Section 3.25, including amendments to add
      provisions relating to a successor Servicer, may be entered into by the Trustee,
      the Depositor, and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement, provided, that
      the
      Trustee has been provided an Opinion of Counsel that such amendment is
      authorized hereunder and has no material adverse effect on the
      Certificateholders, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund; provided, further, that the amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency
      (instead of obtaining an Opinion of Counsel to such effect) stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates; it being understood and agreed that
      any such rating letter in and of itself will not represent a determination
      as to
      the materiality of any such amendment and will represent a determination only
      as
      to the credit issues affecting any such rating. Prior to entering into an
      Advance Facility, the Servicer shall notify the lender under such facility
      in
      writing that: (a) the P&I Advances and/or Servicing Advances financed by
      and/or pledged to the lender are obligations owed to the Servicer on a
      non-recourse basis payable only from the cash flows and proceeds received under
      this Agreement for reimbursement of P&I Advances and/or Servicing Advances
      only to the extent provided herein, and neither the Master Servicer, the
      Securities Administrator, the Trustee nor the Trust are otherwise obligated
      or
      liable to repay any P&I Advances and/or Servicing Advances financed by the
      lender; (b) the Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

    
       

      
        
          
          

        

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

     

    SECTION
      3.26. Indemnification.

     

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

     


    
      
        
        

      

      
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    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING

    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01. Master
      Servicer.

     

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

     

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

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

    
       

      
        
          
          

        

        
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    The
      Trustee shall execute and deliver to the Servicer or the Master Servicer upon
      request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable to (i) the foreclosure or trustee’s sale with respect to
      a Mortgaged Property; (ii) any legal action brought to obtain judgment against
      any Mortgagor on the Mortgage Note or any other Mortgage Loan Document; (iii)
      obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other
      rights or remedies provided by the Mortgage Note or any other Mortgage Loan
      Document or otherwise available at law or equity.

     

    SECTION
      4.02. REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicer or the Master Servicer to assure such continuing
      treatment. In particular, the Trustee shall not (a) sell or permit the sale
      of
      all or any portion of the Mortgage Loans or of any investment of deposits in
      an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.03 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of an Opinion of Counsel stating
      that such contribution will not result in an Adverse REMIC Event as defined
      in
      Section 11.01(f).

     

    SECTION
      4.03. Monitoring
      of Servicer.

     

    (a) The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicer with its duties under this Agreement. In the review of the Servicer’s
      activities, the Master Servicer may rely upon an Officer’s Certificate of the
      Servicer with regard to the Servicer’s compliance with the terms of this
      Agreement. In the event that the Master Servicer, in its judgment, determines
      that the Servicer should be terminated in accordance with the terms hereof,
      or
      that a notice should be sent pursuant to the terms hereof with respect to the
      occurrence of an event that, unless cured, would constitute a Servicer Event
      of
      Default, the Master Servicer shall notify the Servicer, the Sponsor and the
      Trustee thereof and the Trustee shall issue such notice or take such other
      action as it deems appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicer under this Agreement and shall,
      in
      the event that the Servicer fails to perform its obligations in accordance
      with
      this Agreement, subject to this Section and Article VIII, notify the
      Trustee and the Trustee shall terminate the rights and obligations of the
      Servicer hereunder in accordance with the provisions of Article VIII. In the
      event the rights and obligations of the Servicer (or any successor thereto)
      are
      terminated, the Trustee shall appoint a successor servicer of the Mortgage
      Loans
      in accordance with the provisions of Article VIII. Such enforcement, including,
      without limitation, the legal prosecution of claims and the pursuit of other
      appropriate remedies, shall be in such form and carried out to such an extent
      and at such time as the Master Servicer, in its good faith business judgment,
      would require were it the owner of the Mortgage Loans. The Master Servicer
      shall
      pay the costs of such enforcement at its own expense, provided that the Master
      Servicer shall not be required to prosecute or defend any legal action except
      to
      the extent that the Master Servicer shall have received reasonable indemnity
      for
      its costs and expenses in pursuing such action.

    
       

      
        
          
          

        

        
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    (c) The
      Master Servicer or the Trustee, as applicable, shall be entitled to be
      reimbursed by the Servicer (or from amounts on deposit in the Distribution
      Account if the Servicer is unable to fulfill its obligations hereunder) for
      all
      reasonable out-of-pocket or third party costs associated with the transfer
      of
      servicing from the predecessor Servicer (or if the predecessor Servicer is
      the
      Master Servicer, from the Servicer immediately preceding the Master Servicer),
      including without limitation, any reasonable out-of-pocket or third party costs
      or expenses associated with the complete transfer of all servicing data and
      the
      completion, correction or manipulation of such servicing data as may be required
      by the successor servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor servicer to service the
      Mortgage Loans properly and effectively, upon presentation of reasonable
      documentation of such costs and expenses.

     

    (d) The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    (e) If
      the
      Master Servicer or the Trustee acts as successor to the Servicer, it will not
      assume any liability for the representations and warranties of the terminated
      Servicer.

     

    SECTION
      4.04. Fidelity
      Bond.

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicers or
      trustees.

     

    SECTION
      4.05. Power
      to
      Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article XI, to do any and all things that it may deem necessary or desirable
      in
      connection with the master servicing and administration of the Mortgage Loans,
      including but not limited to the power and authority (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
      (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
      to
      effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan, in each case, in accordance with the
      provisions of this Agreement; provided, however, that the Master Servicer shall
      not (and, consistent with its responsibilities under Section 4.03, shall
      not permit the Servicer to) knowingly or intentionally take any action, or
      fail
      to take (or fail to cause to be taken) any action reasonably within its control
      and the scope of duties more specifically set forth herein, that, under the
      REMIC Provisions, if taken or not taken, as the case may be, would cause REMIC
      I, REMIC II or REMIC III to fail to qualify as a REMIC or result in the
      imposition of a tax upon the Trust Fund (including but not limited to the tax
      on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and
      the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      will not cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC
      or
      result in the imposition of a tax upon REMIC I, REMIC II or REMIC III, as the
      case may be. The Trustee shall furnish the Master Servicer, upon written request
      from a Servicing Officer, with any powers of attorney prepared and delivered
      to
      it and reasonably acceptable to it by empowering the Master Servicer or Servicer
      to execute and deliver instruments of satisfaction or cancellation, or of
      partial or full release or discharge, and to foreclose upon or otherwise
      liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
      action relating to the Mortgage Loans or the Mortgaged Property, in accordance
      with this Agreement and the Trustee shall execute and deliver such other
      documents prepared and delivered to it and reasonably acceptable to it, as
      the
      Master Servicer or the Servicer may request, to enable the Master Servicer
      to
      master service and administer the Mortgage Loans and carry out its duties
      hereunder, in each case in accordance with Accepted Master Servicing Practices
      (and the Trustee shall have no liability for misuse of any such powers of
      attorney by the Master Servicer or the Servicer and shall be indemnified by
      the
      Master Servicer or the Servicer, as applicable, for any cost, liability or
      expense incurred by the Trustee in connection with such Person’s use or misuse
      of any such power of attorney). If the Master Servicer or the Trustee has been
      advised that it is likely that the laws of the state in which action is to
      be
      taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 9.10. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action in the name of the Trustee, be deemed to
      be
      the agent of the Trustee.

    
       

      
        
          
          

        

        
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    SECTION
      4.06. Due-on-Sale
      Clauses; Assumption Agreements.

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicer to enforce such clauses in accordance with
      this Agreement. If applicable law prohibits the enforcement of a due-on-sale
      clause or such clause is otherwise not enforced in accordance with this
      Agreement and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with this
      Agreement.

     

    SECTION
      4.07. Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.

     

    (a) The
      Master Servicer shall transmit to the Trustee or the Custodian such documents
      and instruments coming into the possession of the Master Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee or
      the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be remitted
      to the Securities Administrator for deposit in the Distribution Account. The
      Master Servicer shall, and, subject to Section 3.20 of this Agreement,
      shall cause the Servicer to provide access to information and documentation
      regarding the Mortgage Loans to the Trustee, its agents and accountants at
      any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    
      
        
        

      

      
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    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be remitted to the Securities Administrator for deposit in
      the
      Distribution Account.

     

    SECTION
      4.08. Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of the Servicer
      under this Agreement to maintain or cause to be maintained standard fire and
      casualty insurance and, where applicable, flood insurance, all in accordance
      with the provisions of this Agreement. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in Section 3.11 of this Agreement and that no earthquake or other
      additional insurance is to be required of any Mortgagor or to be maintained
      on
      property acquired in respect of a defaulted loan, other than pursuant to such
      applicable laws and regulations as shall at any time be in force and as shall
      require such additional insurance.

     

    SECTION
      4.09. Presentment
      of Claims and Collection of Proceeds.

     

    The
      Master Servicer shall enforce the Servicer’s obligations under this Agreement to
      prepare and present on behalf of the Trustee and the Certificateholders all
      claims under any insurance policies and take such actions (including the
      negotiation, settlement, compromise or enforcement of the insured’s claim) as
      shall be necessary to realize recovery under such policies. Any proceeds
      disbursed to the Master Servicer (or disbursed to the 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
      4.10. Maintenance
      of Primary Mortgage Insurance Policies.

     

    (a) The
      Master Servicer shall not take, or permit the Servicer to take (to the extent
      such action is prohibited by this Agreement), any action that would result
      in
      noncoverage under any primary mortgage insurance policy of any loss which,
      but
      for the actions of the Master Servicer or the Servicer, as applicable, would
      have been covered thereunder. The Master Servicer shall use its best reasonable
      efforts to cause the Servicer to keep in force and effect (to the extent that
      the Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan in accordance with the
      provisions of this Agreement. The Master Servicer shall not, and shall not
      permit the 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.

    
       

      
        
          
          

        

        
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    (b) The
      Master Servicer agrees to cause the Servicer to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

    SECTION
      4.11. Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the Servicer have otherwise
      fulfilled their respective obligations under this Agreement, the Trustee or
      the
      Custodian shall also retain possession and custody of each Mortgage File in
      accordance with and subject to the terms and conditions of this Agreement and
      the Custodial Agreement. The Master Servicer shall promptly deliver or cause
      to
      be delivered to the Trustee or the Custodian, upon the execution or receipt
      thereof the originals of any primary mortgage insurance policies, any
      certificates of renewal, and such other documents or instruments that constitute
      Mortgage Loan Documents that come into the possession of the Master Servicer
      from time to time.

     

    SECTION
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall cause the Servicer to foreclose upon, repossess or
      otherwise comparably convert the ownership of Mortgaged Properties securing
      such
      of the Mortgage Loans as come into and continue in default and as to which
      no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with this Agreement.

     

    SECTION
      4.13. Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10. The compensation payable to the
      Master Servicer in respect of any Distribution Date shall be reduced in
      accordance with Section 4.19. The Master Servicer shall be required to pay
      all expenses incurred by it in connection with its activities hereunder and
      shall not be entitled to reimbursement therefor except as provided in this
      Agreement.

    
       

      
        
          
          

        

        
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    SECTION
      4.14. REO
      Property.

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the related Certificateholders. The Master
      Servicer shall cause the Servicer to sell, any REO Property as expeditiously
      as
      possible and in accordance with the provisions of this Agreement. Further,
      the
      Master Servicer shall cause the Servicer to sell any REO Property prior to
      three
      years after the end of the calendar year of its acquisition by REMIC I unless
      (i) the Trustee shall have been supplied by the Servicer with an Opinion of
      Counsel to the effect that the holding by the Trust Fund of such REO Property
      subsequent to such three-year period will not result in the imposition of taxes
      on “prohibited transactions” of any REMIC hereunder as defined in section 860F
      of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
      time that any Certificates are outstanding, in which case the Trust Fund may
      continue to hold such Mortgaged Property (subject to any conditions contained
      in
      such Opinion of Counsel) or (ii) the Servicer shall have applied for, prior
      to
      the expiration of such three-year period, an extension of such three-year period
      in the manner contemplated by Section 856(e)(3) of the Code, in which case
      the three-year period shall be extended by the applicable extension period.
      The
      Master Servicer shall cause the Servicer to protect and conserve, such REO
      Property in the manner and to the extent required by this Agreement in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code.

     

    (b) The
      Master Servicer shall cause the Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the REO
      Account.

     

    SECTION
      4.15. Master
      Servicer Annual Statement of Compliance.

     

    (a) The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant engaged by
      it to
      deliver) to the Depositor and the Securities Administrator on or before March
      15
      of each year, commencing in March 2008, an Officer’s Certificate stating, as to
      the signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of an Additional
      Servicer or Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of an Additional Servicer or
      Servicing Function Participant, in all material respects throughout such year
      or
      portion thereof, or, if there has been a failure to fulfill any such obligation
      in any material respect, specifying each such failure known to such officer
      and
      the nature and status thereof. 

     

    
      
        
        

      

      
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    (b) The
      Master Servicer shall include all annual statements of compliance received
      by it
      with its own annual statement of compliance to be submitted to the Securities
      Administrator pursuant to this Section 4.15.

     

    (c) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under or resigns pursuant to the terms of this Agreement, or
      any
      applicable agreement in the case of a Servicing Function Participant, as the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15(c) or to such other applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    (d) Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (e) Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer failed to provide such copies
      (unless (i) the Master Servicer shall have failed to provide the Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    (f) Delivery
      under this Section 4.15 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.16. Master
      Servicer Assessments of Compliance.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to
      Section 5.06(d), including, if there has been any material instance of
      noncompliance with the Relevant Servicing Criteria, a discussion of each such
      failure and the nature and status thereof, and (D) a statement that a registered
      public accounting firm has issued an attestation report on such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      such
      period. 

     

    
      
        
        

      

      
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    (b) No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer shall forward to the Securities Administrator
      and
      the Depositor the name of each Servicing Function Participant engaged by it
      and
      what Relevant Servicing Criteria will be addressed in the report on assessment
      of compliance prepared by such Servicing Function Participant (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administer
      are
      the same Person). When the Master Servicer and the Securities Administrator
      (or
      any Servicing Function Participant engaged by them) submit their assessments
      to
      the Securities Administrator, such parties will also at such time include the
      assessment (and attestation pursuant to Section 4.17) of each Servicing
      Function Participant engaged by it. 

     

    (c) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit
      E
      and
      notify the Depositor of any exceptions. 

     

    (d) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer with its own assessment of compliance to be
      submitted to the Securities Administrator pursuant to this Section
      4.16.

     

    (e) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide a report on assessment of compliance
      pursuant to this Section 4.16(e) or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    (f) Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.17. Master
      Servicer Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

    
       

      
        
          
          

        

        
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    (b) Promptly
      after receipt of such assessment of compliance and attestation report from
      the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the
      Depositor of any exceptions. 

     

    (c) The
      Master Servicer shall include each such attestation furnished to it from the
      Servicer with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section 4.17.

     

    (d) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable custodial agreement or servicing or sub-servicing agreement in the
      case of a Servicing Function Participant, as the case may be, such party shall
      cause a registered public accounting firm to provide an attestation pursuant
      to
      this Section 4.17 or such other applicable agreement notwithstanding any
      such termination, assignment or resignation.

     

    (e) Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall
      include a Sarbanes-Oxley Certification required to be included therewith
      pursuant to the Sarbanes-Oxley Act. Each of the Master Servicer and the
      Securities Administrator shall provide, and shall cause any Servicing Function
      Participant engaged by it to, provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      C,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the senior Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by such
      party
      is terminated, assigns its rights or duties under, or resigns pursuant to the
      terms of this Agreement, or any applicable sub-servicing agreement, as the
      case
      may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was subject to this Agreement or any applicable sub-servicing agreement, as
      the
      case may be. Notwithstanding the foregoing, (i) the Master Servicer and the
      Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be obligated
      to
      sign the Sarbanes-Oxley Certification in the event that it does not receive
      any
      Back-Up Certification required to be furnished to it pursuant to this Section
      4.18. 

    
       

      
        
          
          

        

        
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    SECTION
      4.19. Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicer with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicer and (ii) the aggregate amount of the
      compensation payable to the Master Servicer for such Distribution Date in
      accordance with Section 4.13, without reimbursement therefor.

     

    SECTION
      4.20. Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, the Servicer shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this
      Section 4.20. The Master Servicer or a third party reasonably acceptable to
      the Master Servicer and the Depositor (the “Verification Agent”) will perform
      such verification duties and will use its best efforts to issue its findings
      in
      a report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to the
      Servicer and shall notify the Servicer if the Master Servicer has determined
      that the Servicer did not deliver the appropriate Prepayment Charge to the
      Securities Administrator in accordance with this Agreement. Such written
      notification from the Master Servicer shall include the loan number, prepayment
      penalty code and prepayment penalty amount as calculated by the Master Servicer
      or the Verification Agent, as applicable, of each Mortgage Loan for which there
      is a discrepancy. If the Servicer agrees with the verified amounts, the Servicer
      shall adjust the immediately succeeding Servicer Report and the amount remitted
      to the Securities Administrator with respect to prepayments accordingly. If
      the
      Servicer disagrees with the determination of the Master Servicer, the Servicer
      shall, within five (5) Business Days of its receipt of the Verification Report,
      notify the Master Servicer of such disagreement and provide the Master Servicer
      with detailed information to support its position. The Servicer and the Master
      Servicer shall cooperate to resolve any discrepancy on or prior to the
      immediately succeeding Servicer Remittance Date, and the Servicer will indicate
      the effect of such resolution on the Servicer Report and shall adjust the amount
      remitted with respect to prepayments on such Servicer Remittance Date
      accordingly.

    
       

      
        
          
          

        

        
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    During
      such time as the Servicer and the Master Servicer are resolving discrepancies
      with respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Securities Administrator for deposit
      in the Distribution Account and the Master Servicer shall not be obligated
      to
      deposit such payments, unless otherwise required pursuant to Section 8.01
      hereof. In connection with such duties, the Master Servicer shall be able to
      rely solely on the information provided to it by the Servicer in accordance
      with
      this Section. The Master Servicer shall not be responsible for verifying the
      accuracy of any of the information provided to it by the Servicer.

     


    
      
        
        

      

      
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    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01. Distributions.

     

    On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class R Certificates (in respect
      of the Class R-I Interest), as the case may be:

     

    (a) (1) With
      respect to the Group I Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest I, and each of REMIC I Regular Interest
      I-1-A through I-54-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates;

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, to the Holders of REMIC I Regular Interest I, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest I is reduced to zero; and

     

    (iii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal shall be allocated to REMIC I Regular
      Interests I-1-A through I-54-B starting with the lowest numerical denomination
      until the Uncertificated Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated
pro
      rata
      between
      such REMIC I Regular Interests.

     

    (2) With
      respect to the Group II Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest II and each of REMIC I Regular Interest
      II-1-A through II-54-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates.

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, to the Holders of REMIC I Regular Interest II, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest II is reduced to zero; and

     

    (iii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal shall be allocated to REMIC I Regular
      interests II-1-A through II-54-B starting with the lowest numerical denomination
      until the Uncertificated Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated
pro
      rata
      between
      such REMIC I Regular Interests.

    
       

      
        
          
          

        

        
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    (b) to
      the
      Holders of REMIC I Regular Interest I-54-B, all amounts representing Prepayment
      Charges in respect of the Group I Mortgage Loans received during the related
      Prepayment Period and to the Holders of REMIC I Regular Interest II-54-B, all
      amounts representing Prepayment Charges in respect of the Group II Mortgage
      Loans received during the related Prepayment Period. 

     

    (c) (1)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
      II Regular Interests or withdrawn from the Distribution Account and distributed
      to the Holders of the Class R Certificates (in respect of the Class R-II
      Interest), as the case may be:

     

    (i) first
      to
      the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to the Holders of REMIC II Regular Interest
      AA,
      REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9 and REMIC II Regular Interest ZZ,
      pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
      Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount
      is
      less than the REMIC II Required Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the Maximum ZZ Uncertificated Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC II
      Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
      A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
      II
      Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
      M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
      Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
      M-8 and REMIC II Regular Interest M-9 in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates and the Uncertificated Balance of REMIC II Regular Interest ZZ
      shall be increased by such amount;

     

    (ii) to
      Holders of REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP, and REMIC
      II
      Regular Interest XX, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

    
       

      
        
          
          

        

        
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    (iii) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Marker Allocation Percentage of the available funds for such
      Distribution Date after the distributions made pursuant to clause (i) above,
      allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest AA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (B) 2.00%
      of
      such remainder, first, to the Holders of REMIC II Regular Interest A-1, REMIC
      II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
      A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
      II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8 and REMIC II Regular
      Interest M-9, 1% of and in the same proportion as principal payments are
      allocated to the Corresponding Certificates, until the Uncertificated Balances
      of such REMIC II Regular Interests are reduced to zero and second to the Holders
      of REMIC II Regular Interest ZZ, until the Uncertificated Balance of such REMIC
      II Regular Interest is reduced to zero;

     

    (C) to
      the
      Holders of REMIC II Regular Interest P, (1) 100% of the Prepayment Charges
      deemed distributed on REMIC I Regular Interest I-54-B and REMIC I Regular
      Interest II-54-B and (2) on the Distribution Date immediately following the
      expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause; then

     

    (D) any
      remaining amount to the Holders of the Class R Certificate, in respect of the
      Class R-II Interest;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
      respectively.

     

    (iv) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Sub WAC Allocation Percentage of available funds for such
      Distribution Date after the distributions made pursuant to clause (ii) above,
      such that distributions of principal shall be deemed to be made to the REMIC
      II
      Regular Interests first, so as to keep the Uncertificated Balance of each REMIC
      II Regular Interest ending with the designation “GRP” equal to 0.01% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related loan
      group; second, to each REMIC II Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
      is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of
      the Mortgage Loans in the related loan group over (y) the current Certificate
      Principal Balance of the Class A Certificate in the related loan group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of principal shall be distributed to such REMIC II
      Regular Interests such that the REMIC II Subordinated Balance Ratio is
      maintained); and third, any remaining principal to REMIC II Regular Interest
      XX.

    
       

      
        
          
          

        

        
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    (v) Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds
      shall be made to Certificateholders only in accordance with
      Section 5.01(c)(2) through (7).

     

    (2) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month), the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group I Interest
      Remittance Amount and make the following disbursements and transfers in the
      order of priority described below, in each case to the extent of the Group
      I
      Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to (x) the
      Group
      I Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and (ii) any Swap Termination Payment owed to the Swap Provider not due to
      a
      Swap Provider Trigger Event (to the extent such amount has not been paid by
      the
      Securities Administrator from any upfront payment received pursuant to any
      related replacement interest rate swap agreement that may be entered into by
      the
      Trustee on behalf of the Supplemental Interest Trust) and (y) any Swap Payment
      and Swap Termination Payment not paid pursuant to clause (x) in first under
      Section 5.01(c)(3) below;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates; and

     

    third,
      concurrently, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, the Senior Interest Distribution Amount allocable to each
      such Class, to the extent remaining unpaid after the distribution of the Group
      II Interest Remittance Amount as set forth in Section 5.01(c)(3) below on a
      pro rata basis, based on the entitlement of each such Class.

     

    (3) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month), the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group II
      Interest Remittance Amount and make the following disbursements and transfers
      in
      the order of priority described below, in each case to the extent of the Group
      II Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to (x) the
      Group
      II Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and (ii) any Swap Termination Payment owed to the Swap Provider not due to
      a
      Swap Provider Trigger Event; (to the extent such amount has not been paid by
      the
      Securities Administrator from any upfront payment received pursuant to any
      related replacement interest rate swap agreement that may be entered into by
      the
      Trustee on behalf of the Supplemental Interest Trust)and (y) any Swap Payment
      and Swap Termination Payment not paid pursuant to clause (x) in first under
      Section 5.01(c)(2) above;

    
       

      
        
          
          

        

        
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    second, concurrently,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, the Senior Interest Distribution Amount allocable to each such
      Class, on a pro rata basis, based on the entitlement of each such Class;
      and

     

    third,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates, to the extent remaining unpaid after
      the distribution of the Group I Interest Remittance Amount as set forth in
      Section 5.01(c)(2) above.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      remaining after the distributions required by clauses (2) and (3) above and
      make
      the following disbursements and transfers in the order of priority described
      below, in each case to the extent of the Group I Interest Remittance Amount
      and
      Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      to
      the extent of the Interest Distribution Amount allocable to each such
      Class.

     

    (5) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month) (a) which occurs prior to the Stepdown Date or (b) on which a
      Trigger Event is in effect, the Securities Administrator shall withdraw from
      the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute to the Certificateholders the following amounts, in the
      following order of priority:

     

    (i) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to the Group
      I
      Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and
      (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap
      Provider Trigger Event to the extent not paid from the Interest Remittance
      Amount on such Distribution Date;

    
       

      
        
          
          

        

        
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    second,
      to the
      Holders of the Class A-1 Certificates until the Certificate Principal Balance
      of
      the Class A-1 Certificates has been reduced to zero; and

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount as described in
      Section 5.01(c)(5)(ii) below, until the Certificate Principal Balance of
      each such Class has been reduced to zero. 

     

    (ii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to the Group
      II
      Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and
      (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap
      Provider Trigger Event to the extent not paid from the Interest Remittance
      Amount on such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A Class A-2B, Class A-2C and Class
      A-2D Certificates, in that order, until the Certificate Principal Balance of
      each such Class has been reduced to zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates after taking into account the distribution
      of the Group I Principal Distribution Amount as described in
      Section 5.01(c)(5)(i) above, until the Certificate Principal Balance of
      such Class has been reduced to zero.

     

    (iii) The
      Group
      I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after distributions pursuant to Sections 5.01(c)(5)(i) and (ii) above
      shall be distributed in the following order of priority:

     

    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      until
      the Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (6) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month) (a) which occurs on or after the Stepdown Date and (b) on which
      a
      Trigger Event is not in effect, the Securities Administrator shall withdraw
      from
      the Distribution Account to the extent on deposit therein an amount equal to
      the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute to the Certificateholders the following amounts, in the
      following order of priority:

    
       

      
        
          
          

        

        
          152

          
            

          

        

        
          
          

        

      

       

    

    (i) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to the Group
      I
      Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and
      (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap
      Provider Trigger Event to the extent not paid from the Interest Remittance
      Amount on such Distribution Date;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Class A-1 Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and 

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount pursuant to
      Section 5.01(c)(6)(ii) below, up to an amount equal to the amount, if any,
      of the Class A-2 Principal Distribution Amount remaining unpaid on such
      Distribution Date, until the Certificate Principal Balance of each such Class
      has been reduced to zero.

     

    (ii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust, an amount equal to the Group
      II
      Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider
      and
      (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap
      Provider Trigger Event to the extent not paid from the Interest Remittance
      Amount on such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, the Class A-2 Principal Distribution Amount,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates, after taking into account the
      distribution of the Group I Principal Distribution Amount pursuant to
      Section 5.01(c)(6)(i) above, up to an amount equal to the amount, if any,
      of the Class A-1 Principal Distribution Amount remaining unpaid on such
      Distribution Date, until the Certificate Principal Balance of the Class A-1
      Certificates has been reduced to zero.

     

    (iii) The
      Principal Distribution Amount remaining after distributions pursuant to Sections
      5.01(c)(6)(i) and (ii) above shall be distributed in the following order of
      priority:

    
       

      
        
          
          

        

        
          153

          
            

          

        

        
          
          

        

      

       

    

    first,
      sequentially, to the Holders of the Class M-1 Certificates, the lesser of (x)
      the remaining Principal Distribution Amount and (y) the Class M-1 Principal
      Distribution Amount, in each case, until the Certificate Principal Balance
      of
      the Class M-1 Certificates has been reduced to zero;

     

    second,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, and (y) the
      Class M-2 Principal Distribution Amount, until the Certificate Principal Balance
      of the Class M-2 Certificates has been reduced to zero;

     

    third,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above and to the
      Holders of the Class M-2 Certificates under clause second above, and (y) the
      Class M-3 Principal Distribution Amount, until the Certificate Principal Balance
      of the Class M-3 Certificates has been reduced to zero;

     

    fourth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above and to the Holders
      of
      the Class M-3 Certificates under clause third above, and (y) the Class M-4
      Principal Distribution Amount, until the Certificate Principal Balance of the
      Class M-4 Certificates has been reduced to zero; 

     

    fifth,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above and to the Holders of the Class
      M-4 Certificates under clause fourth above, and (y) the Class M-5 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-5
      Certificates has been reduced to zero;

     

    sixth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above and to the Holders of the Class M-5
      Certificates under clause fifth above, and (y) the Class M-6 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-6
      Certificates has been reduced to zero; 

     

    seventh,
      to the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above and to the Holders of the Class M-6
      Certificates under clause sixth above, and (y) the Class M-7 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-7
      Certificates has been reduced to zero;

    
       

      
        
          
          

        

        
          154

          
            

          

        

        
          
          

        

      

       

    

    eighth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above, to the Holders of the Class M-6
      Certificates under clause sixth above and to the Holders of the Class M-7
      Certificates under clause seventh above, and (y) the Class M-8 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-8
      Certificates has been reduced to zero; and

     

    ninth,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above, to the Holders of the Class M-6
      Certificates under clause sixth above, to the Holders of the Class M-7
      Certificates under clause seventh above and to the Holders of the Class M-8
      Certificates under clause eighth above, and (y) the Class M-9 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-9
      Certificates has been reduced to zero.

     

    Notwithstanding
      the priority of distributions described in this Section 5.01(c) with
      respect to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates,
      on any Distribution Date which occurs after the Certificate Principal Balances
      of the Mezzanine Certificates and Class CE Certificates have been reduced to
      zero distributions in respect of principal to the Class A-2A, Class A-2B, Class
      A-2C and Class A-2D Certificates will be made on a pro rata basis, based on
      the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class has been reduced to zero.

     

    (7) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (i) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) shall be distributed as
      follows:

    
       

      
        
          
          

        

        
          155

          
            

          

        

        
          
          

        

      

       

    

    (i) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount, payable to such Holders, to be paid
      as
      part of the Principal Distribution Amount;

     

    (ii) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to the Interest Carry Forward Amount allocable to each such
      Class;

     

    (iii) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to the Allocated Realized Loss Amount allocable to each such
      Class;

     

    (iv) concurrently,
      to the Holders of the Class A Certificates, in an amount equal to such
      Certificates’ allocated share of any Prepayment Interest Shortfalls on the
      Mortgage Loans to the extent not covered by payments pursuant to
      Section 3.22 or 4.19 of this Agreement and any shortfalls resulting from
      the application of the Relief Act or similar state or local law or the
      bankruptcy code with respect to the Mortgage Loans to the extent not previously
      reimbursed pursuant to Section 1.02;

     

    (v) sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in an
      amount equal to such certificates’ share of any Prepayment Interest Shortfalls
      on the Mortgage Loans to the extent not covered by payments pursuant to Sections
      3.22 or Section 4.19 of this Agreement and any Relief Act Interest
      Shortfall, in each case that were allocated to such Class for such Distribution
      Date and for any prior Distribution Date, to the extent not previously
      reimbursed pursuant to Section 1.02;

     

    (vi) to
      the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Class A Certificates and the Mezzanine Certificates exceeds
      the sum of any amounts received by the Securities Administrator with respect
      to
      the Cap Contracts since the prior Distribution Date and any amount in the
      Reserve Fund that was not distributed on prior Distribution Dates;

     

    (vii) commencing
      in September 2007, one Business Day prior to the 25th
      day of
      each month, to the Supplemental Interest Trust and then from the Supplemental
      Interest Trust to the Swap Provider, an amount equal to any Swap Termination
      Payment owed to the Swap Provider due to a Swap Provider Trigger Event pursuant
      to the Swap Agreement (to the extent such amount has not been paid by the
      Securities Administrator from any upfront payment received pursuant to any
      related replacement interest rate swap agreement that may be entered into by
      the
      Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
      Trust); 

    
       

      
        
          
          

        

        
          156

          
            

          

        

        
          
          

        

      

       

    

    (viii) 
      to the
      Holders of the Class CE Certificates the Interest Distribution Amount and any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    (ix) to
      the
      Holders of the Class R Certificates, in respect of the Class R-III Interest,
      any
      remaining amounts; provided that if such Distribution Date is the Distribution
      Date immediately following the expiration of the latest Prepayment Charge term
      as identified on the Mortgage Loan Schedule or any Distribution Date thereafter,
      then any such remaining amounts will be distributed first, to the Holders of
      the
      Class P Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero and second, to the Holders of the Class R
      Certificates.

     

    The
      Class
      CE Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    On
      the
      day prior to each Distribution Date, the Securities Administrator shall deposit
      all amounts received with respect to the Cap Contracts into the Reserve Fund.
      On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount as set forth above, the Securities Administrator will first,
      withdraw from the Reserve Fund all income from the investment of funds in the
      Reserve Fund and distribute such amount to the Holders of the Class CE
      Certificates, and second, withdraw from the Reserve Fund, to the extent of
      amounts remaining on deposit therein (which shall include any payments received
      under the Cap Contracts), the amount of any Net WAC Rate Carryover Amount for
      such Distribution Date and distribute such amount first, with respect to any
      amounts received by the Securities Administrator on account of the Group I
      Cap
      Contract to the Holders of the Class A-1 Certificates and with respect to any
      amounts received by the Securities Administrator on account of the Group II
      Cap
      Contract concurrently to the Holders of the Class A-2 Certificates on a
pro
      rata
      basis,
      based on the entitlement of each such Class; and, with respect to any amounts
      remaining undistributed paid pursuant to both Cap Contracts, second, to the
      Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to the
      Class M-3 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
      Class M-5 Certificates, seventh, to the Class M-6 Certificates, eighth, to
      the
      Class M-7 Certificates, ninth, to the Class M-8 Certificates and tenth, to
      the
      Class M-9 Certificates, in each case to the extent to the extent any Net WAC
      Rate Carryover Amount is allocable to each such Class.

     

    With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under Section 5.01(c)(7)(vi) above and not distributed pursuant to
      the preceding paragraph, first, concurrently, (i) to the Holders of the Class
      A-1 Certificates, the related Net WAC Rate Carryover Amount remaining unpaid
      for
      such Distribution Date and (ii) to the Holders of the Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates, the related Net WAC Rate Carryover
      Amount remaining unpaid for such Distribution Date, on a pro
      rata
      basis,
      based on the entitlement of each such Class; second, sequentially to the Holders
      of the Class M-1 Certificates,
      Class
      M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
      Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
      Certificates and Class M-9 Certificates, in that order, in respect of the
      related Net WAC Rate Carryover Amount remaining unpaid for each such Class
      for
      such Distribution Date and third, to the Class CE Certificates.

    
       

      
        
          
          

        

        
          157

          
            

          

        

        
          
          

        

      

       

    

    (d) As
      described in Sections 5.01(c)(2), (3), (5) and (6) above, amounts payable by
      the
      Trust to the Supplemental Interest Trust in respect of Net Swap Payments and
      Swap Termination Payments other than Swap Termination Payments resulting from
      a
      Swap Provider Trigger Event (and to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any related
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee) will be deducted from available funds
      before distributions to the Certificateholders. 

     

    Commencing
      in September 2007, one Business Day prior to the 25th
      day of
      each month, such amounts will be distributed to the Supplemental Interest Trust,
      and paid by the Securities Administrator to the Swap Provider as
      follows

     

    first,
      to make
      any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement
      for such Distribution Date

     

    second,
      to make
      any Swap Termination Payment not due to a Swap Provider Trigger Event owed
      to
      the Swap Provider pursuant to the Swap Agreement for such Distribution Date
      (to
      the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any related replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee). 

     

    Any
      Swap
      Termination Payment triggered by a Swap Provider Trigger Event owed to the
      Swap
      Provider pursuant to the Swap Agreement will be subordinated to distributions
      to
      the Holders of the Class A Certificates and the Mezzanine Certificates and
      shall
      be paid pursuant to Section 5.01(c)(7)(vii).

     

    (e) Commencing
      in September 2007 and ending immediately following the Distribution Date in
      February 2012, to the extent required, following the distribution of the Net
      Monthly Excess Cashflow and withdrawals from the Reserve Fund, on each
      Distribution Date (and with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month), any Net Swap Payment payable to the Securities Administrator on
      behalf of the Supplemental Interest Trust by the Swap Provider will be withdrawn
      by the Securities Administrator from amounts on deposit in the Supplemental
      Interest Trust and shall be distributed on the related Distribution Date (and
      with respect to any payments owed to the Swap Provider, one Business Day prior
      to the 25th
      day of
      each month) in the following order of priority: 

     

    first,
      concurrently, to each Class of Class A Certificates, the related Senior Interest
      Distribution Amount remaining undistributed after the distributions of the
      Group
      I Interest Remittance Amount and Group II Interest Remittance Amount, on a
      pro
      rata
      basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

    
       

      
        
          
          

        

        
          158

          
            

          

        

        
          
          

        

      

       

    

    second,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the
      related Interest Distribution Amount and Interest Carry Forward Amount, to
      the
      extent remaining undistributed after the distributions of the Group I Interest
      Remittance Amount and Group II Interest Remittance Amount and the Net Monthly
      Excess Cashflow;

     

    third,
      to the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount necessary to maintain or
      restore the Required Overcollateralization Amount after taking into account
      distributions made pursuant to Section 5.01(c)(7)(i) above;

     

    fourth,
      sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each
      case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed after
      distribution of the Net Monthly Excess Cashflow; 

     

    fifth,
      concurrently, to each Class of Class A Certificates, the related Net WAC Rate
      Carryover Amount, to the extent remaining undistributed after distributions
      of
      Net Monthly Excess Cashflow on deposit in the Reserve Fund, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      unpaid;

     

    sixth,
      sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the
      related Net WAC Rate Carryover Amount, to the extent remaining undistributed
      after distributions of Net Monthly Excess Cashflow on deposit in the Reserve
      Fund;

     

    seventh,
      to the
      Swap Provider, an amount equal to any Swap Termination Payment owed to the
      Swap
      Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement
      (to
      the extent such amount has not been paid by the Securities Administrator from
      any upfront payment received pursuant to any related replacement interest rate
      swap agreement that may be entered into by the Supplemental Interest Trust
      Trustee); and

     

    eighth,
      to the
      Class CE Certificates, any remaining amounts.

     

    (f) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (g) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 5.01(i)
      or Section 10.01 respecting the final distribution on such Class), based on
      the aggregate Percentage Interest represented by their respective Certificates,
      and shall be made by wire transfer of immediately available funds to the account
      of any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Securities Administrator
      in
      writing at least five (5) Business Days prior to the Record Date immediately
      prior to such Distribution Date and is the registered owner of Certificates
      having an initial aggregate Certificate Principal Balance that is in excess
      of
      the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
      Principal Balance of such Class of Certificates, or otherwise by check mailed
      by
      first class mail to the address of such Holder appearing in the Certificate
      Register. The final distribution on each Certificate will be made in like
      manner, but only upon presentment and surrender of such Certificate at the
      Corporate Trust Office of the Securities Administrator or such other location
      specified in the notice to Certificateholders of such final
      distribution.

    
       

      
        
          
          

        

        
          159

          
            

          

        

        
          
          

        

      

       

    

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Depositor, the Servicer, the Securities Administrator or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    (h) The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Servicer, the Securities Administrator or the
      Master Servicer shall in any way be responsible or liable to the Holders of
      any
      other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (i) Except
      as
      otherwise provided in Section 10.01, whenever the Securities Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Securities Administrator shall,
      no later than three (3) days before the related Distribution Date, mail to
      each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    
      	 	
              (i)

            	
              the
                Securities Administrator expects that the final distribution with
                respect
                to such Class of Certificates will be made on such Distribution Date
                but
                only upon presentation and surrender of such Certificates at the
                office of
                the Securities Administrator therein specified,
                and

            


    

     

    
      	 	
              (ii)

            	
              no
                interest shall accrue on such Certificates from and after the end
                of the
                related Interest Accrual Period.

            


    

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(i) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(i). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

    
       

      
        
          
          

        

        
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    (j) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount both (a) allocated to such Certificate
      in respect of Realized Losses pursuant to Section 5.04 and (b) distributed
      to the Holder of such Certificate in reduction of the Certificate Principal
      Balance thereof pursuant to this Section 5.01 from Net Monthly Excess
      Cashflow and (ii) in no event shall the Uncertificated Balance of a REMIC
      Regular Interest be reduced more than once in respect of any particular amount
      both (a) allocated to such REMIC Regular Interest in respect of Realized Losses
      pursuant to Section 5.04 and (b) distributed on such REMIC Regular Interest
      in reduction of the Uncertificated Balance thereof pursuant to this
      Section 5.01.

     

    SECTION
      5.02. Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date, information provided
      by the Swap Provider under the Swap Agreement with respect to payments made
      pursuant to the Swap Agreement and information provided by the Cap Counterparty
      with respect to payments made pursuant to the Cap Contracts) shall make
      available to each Holder of the Certificates, the Servicer and the Credit Risk
      Manager, a statement as to the distributions made on such Distribution Date
      setting forth:

     

    (i) applicable
      Interest Accrual Periods and general Distribution Dates;

     

    (ii) with
      respect to each loan group, the total cash flows received and the general
      sources thereof; 

    
       

      
        
          
          

        

        
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    (iii) the
      aggregate Servicing Fee received by the Servicer during the related Due
      Period;

     

    (iv) the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees; 

     

    (v) with
      respect to each loan group, the amount of the related distribution to Holders
      of
      the Certificates (by Class) allocable to principal, separately identifying
      (A)
      the aggregate amount of any Principal Prepayments included therein, (B) the
      aggregate of all scheduled payments of principal included therein and (C) any
      Overcollateralization Increase Amount included therein;

     

    (vi) with
      respect to each loan group, the amount of such distribution to Holders of the
      Certificates (by Class) allocable to interest and the portion thereof, if any,
      provided by the Swap Agreement;

     

    (vii) with
      respect to each loan group, the Interest Carry Forward Amounts and any Net
      WAC
      Rate Carryover Amounts for the related Certificates (if any);

     

    (viii) the
      aggregate amount of Advances included in the distributions on the Distribution
      Date (including the general purpose of such Advances);

     

    (ix) with
      respect to each loan group, the number and aggregate principal balance of any
      Mortgage Loans (not including any Liquidated Mortgage Loans as of the end of
      the
      Prepayment Period) that were delinquent (exclusive of Mortgage Loans in
      foreclosure) using the “OTS” method (1) one scheduled payment is delinquent, (2)
      two scheduled payments are delinquent, (3) three scheduled payments are
      delinquent and (4) foreclosure proceedings have been commenced, and loss
      information for the period;

     

    (x) the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xi) with
      respect to each loan group and any Mortgage Loan that was liquidated during
      the
      preceding calendar month, the loan number and Scheduled Principal Balance of,
      and Realized Loss on, such Mortgage Loan as of the end of the related Prepayment
      Period;

     

    (xii) the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiii) with
      respect to each loan group, whether the Stepdown Date has occurred and whether
      Trigger Event is in effect;

     

    (xiv) with
      respect to each loan group, the cumulative Realized Losses through the end
      of
      the preceding month;

    
       

      
        
          
          

        

        
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    (xv) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xvi) with
      respect to each loan group, the Certificate Principal Balance of the related
      Certificates before and after giving effect to the distribution of principal
      and
      allocation of Allocated Realized Loss Amounts on such Distribution
      Date;

     

    (xvii) with
      respect to each loan group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xviii) with
      respect to each loan group, the three-month rolling average of the percent
      equivalent of a fraction, the numerator of which is the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such loan group that are 60 days
      or
      more delinquent or are in bankruptcy or foreclosure or are REO Properties,
      and
      the denominator of which is the Scheduled Principal Balances of all of the
      Mortgage Loans in such loan group;

     

    (xix) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xx) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      and the Interest Carry Forward Amount, if any, with respect to the Class A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates and the Mezzanine Certificates separately
      identifying any reduction thereof due to allocations of Prepayment Interest
      Shortfalls and interest shortfalls including the following Realized Losses:
      Relief Act Interest Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xxi) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

    (xxii) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxiii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiv) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxv) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxvi) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

    
       

      
        
          
          

        

        
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    (xxvii) the
      Pass-Through Rate for each Class of Certificates for such Distribution
      Date;

     

    (xxviii) the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxix) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxx) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(7)(vi);

     

    (xxxi) [Reserved];

     

    (xxxii) the
      Aggregate Loss Severity Percentage;

     

    (xxxiii) with
      respect to each loan group, the amount of the Prepayment Charges remitted by
      the
      Servicer; 

     

    (xxxiv) the
      amount of any Net Swap Payment payable to the Trust, any related Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Trust and any related Swap Termination Payment payable to the Swap Provider;
      and

     

    (xxxv) the
      amounts received under the Cap Contracts.

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-301-815-6600. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed as a dollar amount per Single Certificate of the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Regular Certificate a statement containing
      the information set forth in subclauses (i) through (iii) above, aggregated
      for
      such calendar year or applicable portion thereof during which such person was
      a
      Certificateholder. Such obligation of the Securities Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time are in force.

    
       

      
        
          
          

        

        
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    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Residual Certificate a statement setting
      forth the amount, if any, actually distributed with respect to the Residual
      Certificates, as appropriate, aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder, in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide.

     

    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
      as of such Distribution Date, using a format and media mutually acceptable
      to
      the Securities Administrator and Bloomberg.

     

    SECTION
      5.03. Servicer
      Reports; P&I Advances.

     

    (a) On
      the
      18th
      calendar
      day of each month, and if the 18th
      calendar
      day is not a Business Day, the immediately following Business Day, the Servicer
      shall deliver to the Master Servicer and the Securities Administrator by
      telecopy or electronic mail (or by such other means as the Servicer, the Master
      Servicer and the Securities Administrator may agree from time to time) a
      remittance report containing such information with respect to the related
      Mortgage Loans and the related Distribution Date as is reasonably available
      to
      the Servicer as the Master Servicer or the Securities Administrator may
      reasonably require so as to enable the Master Servicer to master service the
      Mortgage Loans and oversee the servicing by the Servicer and the Securities
      Administrator to fulfill its obligations hereunder with respect to securities
      and tax reporting.

     

    (b) The
      amount of P&I Advances to be made by the Servicer on any Distribution Date
      shall equal, subject to Section 5.03(d), (i) the aggregate amount of
      Monthly Payments (net of the related Servicing Fees), due during the related
      Due
      Period in respect of the Mortgage Loans serviced by the Servicer, which Monthly
      Payments were delinquent as of the close of business on the related
      Determination Date and (ii) with respect to each REO Property, 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 Collection Account pursuant to Section 3.21 of this
      Agreement for distribution on such Distribution Date; provided, however, the
      Servicer shall not be required to make P&I Advances with respect to Relief
      Act Interest Shortfalls, shortfalls due to bankruptcy proceedings, or with
      respect to Prepayment Interest Shortfalls in excess of its obligations under
      Section 3.22. For purposes of the preceding sentence, the Monthly Payment
      on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to
      the
      assumed monthly payment that would have been due on the related Due Date based
      on the original principal amortization schedule for such Balloon Mortgage
      Loan.

    
       

      
        
          
          

        

        
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    On
      the
      Servicer Remittance Date, the Servicer shall remit in immediately available
      funds to the Securities Administrator for deposit in the Distribution Account
      an
      amount equal to the aggregate amount of P&I Advances, if any, to be made in
      respect of the related Mortgage Loans for the related Distribution Date either
      (i) from its own funds or (ii) from the Collection Account, to the extent of
      any
      Amounts Held For Future Distribution on deposit therein (in which case it will
      cause to be made an appropriate entry in the records of the Collection Account
      that Amounts Held For Future Distribution have been, as permitted by this
      Section 5.03, used by the Servicer in discharge of any such P&I
      Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
      the
      total amount of P&I Advances to be made by the Servicer with respect to the
      related Mortgage Loans. In addition, the Servicer shall have the right to
      reimburse itself for any outstanding P&I Advance made from its own funds
      from Amounts Held for Future Distribution. Any Amounts Held For Future
      Distribution used by the Servicer to make P&I Advances or to reimburse
      itself for outstanding P&I Advances shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Collection
      Account no later than the close of business on the Servicer Remittance Date
      immediately following the Due Period or Prepayment Period for which such amounts
      relate. The Securities Administrator will notify the 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 Servicer to the Securities
      Administrator on such date is less than the P&I Advances required to be made
      by the Servicer for the related Distribution Date.

     

    (c) The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any related Mortgage Loan or REO Property, shall continue
      until a Final Recovery Determination in connection therewith or the removal
      thereof from the Trust Fund pursuant to any applicable provision of this
      Agreement, except as otherwise provided in this Section. 

     

    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the
      Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
      made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Master Servicer.

     

    (e) Subject
      to and in accordance with Article VIII of this Agreement, in the event that
      the
      Servicer (or any successor thereto) fails to make a required P&I Advance,
      the Trustee or any other successor Servicer will be required to make such
      P&I Advance on the Distribution Date on which the Servicer was required to
      make such P&I Advance, subject to its determination of
      recoverability.

    
       

      
        
          
          

        

        
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    SECTION
      5.04. Allocation
      of Realized Losses.

     

    (a) Prior
      to
      the Determination Date, the Servicer shall determine as to each Mortgage Loan
      serviced by the Servicer and any related REO Property and include in the monthly
      remittance report provided to the Master Servicer and the Securities
      Administrator (substantially in the form of Schedule 4 hereto) such information
      as is reasonably available to the Servicer as the Master Servicer or the
      Securities Administrator may reasonably require so as to enable the Master
      Servicer to master service the Mortgage Loans and oversee the servicing by
      the
      Servicer and the Securities Administrator to fulfill its obligations hereunder
      with respect to securities and tax reporting, which shall include, but not
      be
      limited to: (i) the total amount of Realized Losses, if any, incurred in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; and (ii) the respective portions of such Realized Losses
      allocable to interest and allocable to principal. Prior to each Determination
      Date, the Servicer shall also determine as to each Mortgage Loan: (i) the total
      amount of Realized Losses, if any, incurred in connection with any Deficient
      Valuations made during the related Prepayment Period; and (ii) the total amount
      of Realized Losses, if any, incurred in connection with Debt Service Reductions
      in respect of Monthly Payments due during the related Due Period.

     

    (b) All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to Net
      Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider
      under the Swap Agreement for that purpose; second,
      to the
      Class CE Certificates; third,
      to the
      Class M-9 Certificates, until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero; fourth,
      to the
      Class M-8 Certificates, until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; fifth,
      to the
      Class M-7 Certificates, until the Certificate Principal Balance of the Class
      M-7
      Certificates has been reduced to zero; sixth,
      to the
      Class M-6 Certificates, until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero; seventh,
      to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; eighth,
      to the
      Class M-4 Certificates, until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero; ninth,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, tenth,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero; and eleventh,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance of the Class
      M-1
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class CE Certificate
      shall be made by reducing the amount otherwise payable in respect thereof
      pursuant to Section 5.01(c)(7)(viii). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or Class P Certificates.

    
       

      
        
          
          

        

        
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    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the, Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    In
      addition, in the event that the Servicer receives any Subsequent Recoveries
      with
      respect to a Mortgage Loan serviced by it, the Servicer shall deposit such
      funds
      into the Collection Account pursuant to Section 3.08. If, after taking into
      account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
      the amount of such Subsequent Recoveries will be applied to increase the
      Certificate Principal Balance of the Class of Mezzanine Certificates with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      of
      Mezzanine Certificates pursuant to this Section 5.04 and not previously
      reimbursed to such Class of Mezzanine Certificates with Net Monthly Excess
      Cashflow pursuant to Section 5.01(c)(7)(iii) or Net Swap Payments pursuant
      to
      clause fourth
      of
      Section 5.01(e). The amount of any remaining Subsequent Recoveries will be
      applied to sequentially increase the Certificate Principal Balance of the
      Mezzanine Certificates, beginning with the Class of Mezzanine Certificates
      with
      the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Mezzanine Certificates pursuant to this
      Section 5.04 and not previously reimbursed to such Class of Mezzanine
      Certificates with Net Monthly Excess Cashflow pursuant to Section
      5.01(c)(7)(iii) or with Net Swap Payments pursuant to clause fourth
      of
      Section 5.01(e). Holders of such Certificates will not be entitled to any
      payment in respect of current interest on the amount of such increases for
      any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Subordinate Certificate of such Class in accordance with its respective
      Percentage Interest.

     

    (c)(i) Realized
      Losses on the Group I Mortgage Loans shall be allocated on each Distribution
      Date first, to REMIC I Regular Interest I until the Uncertificated Balance
      of
      such REMIC I Regular Interest has been reduced to zero and second, to REMIC
      I
      Regular Interest I-1-A through REMIC I Regular Interest I-54-B, 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 Balance of such REMIC I Regular Interest
      has been reduced to zero and second, to REMIC I Regular Interest II-1-A through
      REMIC I Regular Interest II-54-B, 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. 

    
       

      
        
          
          

        

        
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    (ii) REMIC
      II
      Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall
      be allocated by the Securities Administrator on each Distribution Date to the
      following REMIC II Regular Interests in the specified percentages, as follows:
      first, to Uncertificated Interest payable to the REMIC II Regular Interest
      AA
      and REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC
      II
      Interest Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to
      the
      Uncertificated Balances of the REMIC II Regular Interest AA and REMIC II Regular
      Interest ZZ up to an aggregate amount equal to the REMIC II Principal Loss
      Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-9 and
      REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the
      Uncertificated Balance of REMIC II Regular Interest M-9 has been reduced to
      zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest AA,
      REMIC II Regular Interest M-8 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Balance of REMIC II Regular
      Interest M-8 has been reduced to zero; fifth, to the Uncertificated Balances
      of
      REMIC II Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-7 has been reduced to zero; sixth, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-6
      has been reduced to zero; seventh, to the Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-5 has been reduced to zero; eighth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-4
      has been reduced to zero; ninth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-3 has been reduced to zero; tenth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-2 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-2
      has been reduced to zero; and eleventh, to the Uncertificated Balances of REMIC
      II Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-1 has been reduced to zero.

     

    (iii) The
      REMIC
      II Sub WAC Allocation Percentage of all Realized Losses shall be applied after
      all distributions have been made on each Distribution Date first, so as to
      keep
      the Uncertificated Balance of each REMIC II Regular Interest ending with the
      designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
      the Mortgage Loans in the related loan group; second, to each REMIC II Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
      the aggregate Stated Principal Balance of the Mortgage Loans in the related
      loan
      group over (y) the current Certificate Principal Balance of the Class A
      Certificate in the related loan group (except that if any such excess is a
      larger number than in the preceding distribution period, the least amount of
      Realized Losses shall be applied to such REMIC II Regular Interests such that
      the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC II Regular Interest XX.

     

    
      
        
        

      

      
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    SECTION
      5.05. Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Securities Administrator shall comply
      with all federal withholding requirements respecting payments to
      Certificateholders of interest or original issue discount that the Securities
      Administrator reasonably believes are applicable under the Code. The consent
      of
      Certificateholders shall not be required for such withholding. In the event
      the
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a) (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the
      parties set forth on Exhibit G to the Depositor and the Securities Administrator
      and directed and approved by the Depositor pursuant to the following paragraph,
      and the Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, except
      as
      set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G hereto, within 5 calendar days after the related Distribution
      Date, (A) certain parties to the ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-HE3 transaction shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit H hereto (an “Additional
      Disclosure Notification”) and (B) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two Business Days
      after receipt of such copy, but no later than the 12th calendar day after the
      Distribution Date, the Depositor shall notify the Securities Administrator
      in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-D. In the absence of receipt of any written changes or approval
      by
      the due date specified herein, or if the Depositor does not request a copy
      of a
      Form 10-D, the Securities Administrator shall be entitled to assume that such
      Form 10-D is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-D. A duly authorized representative of
      the
      Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on
      time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-D filed by the Securities Administrator. Each
      party to this Agreement acknowledges that the performance by the Securities
      Administrator and the Master Servicer of their duties under this
      Section 5.06(a) related to the timely preparation, execution and filing of
      Form 10-D is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties as set forth in this Agreement.
      Neither the Securities Administrator nor the Master Servicer shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 10-D,
      where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

    
       

      
        
          
          

        

        
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    (b) (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a Form 8-K, as required by the Exchange Act, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8K (“Form 8-K Disclosure Information”) shall be reported by the parties set
      forth on Exhibit G to the Depositor and the Securities Administrator and
      directed and approved by the Depositor pursuant to the following paragraph,
      and
      the Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information or any
      Form 8-K, except as set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business New York City
      time on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 8-K to the Depositor. Promptly, but
      no
      later than the close of business on the third Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval by the third
      Business Day, or if the Depositor does not request a copy of a Form 8-K, the
      Securities Administrator shall be entitled to assume that such Form 8-K is
      in
      final form and the Securities Administrator may proceed with the execution
      and
      filing of the Form 8-K. A duly authorized representative of the Master Servicer
      shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a
      previously filed Form 8-K needs to be amended, the Securities Administrator
      will
      follow the procedures set forth in Section 5.06(c)(ii). Promptly (but no
      later than 1 Business Day) after filing with the Commission, the Securities
      Administrator will, make available on its internet website a final executed
      copy
      of each Form 8-K that has been prepared and filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of their duties under
      this
      Section 5.06(b) related to the timely preparation, execution and filing of
      Form 8-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 8-K, where such
      failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, execute or arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    
       

      
        
          
          

        

        
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    (c) (i) On
      or
      prior to January 30th of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 suspension notification relating to the automatic suspension
      of reporting in respect of the Trust under the Exchange Act. 

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly electronically notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA, as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and such amendment includes any Additional Form 10-D Disclosure (other than
      for
      the purposes of restating any Monthly Report), any Additional Form 10-K
      Disclosure or any Form 8-K Disclosure Information or any amendment to such
      disclosure, the Securities Administrator will electronically notify the
      Depositor only if the amendment pertains to an additional reporting item being
      revised and/or amended on such form, but not if an amendment is being filed
      as a
      result of a Remittance Report revision, and the Depositor will cooperate with
      the Securities Administrator in preparing any necessary 8-KA, 10-DA or 10-KA.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
      signed by a duly authorized representative or senior officer in charge of master
      servicing, as applicable, of the Master Servicer. The parties to this Agreement
      acknowledge that the performance by the Securities Administrator and the Master
      Servicer of their duties under this Section 5.06(c) related to the timely
      preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
      under this Agreement. Neither the Master Servicer nor the Securities
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    
       

      
        
          
          

        

        
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    (d) (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust or such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Securities Administrator shall prepare
      and file on behalf of the Trust a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, the related
      servicing agreement and custodial agreement, (i) an annual compliance statement
      for the Servicer, each Additional Servicer, the Master Servicer, the Securities
      Administrator and any Servicing Function Participant engaged by such parties
      (together with the Custodian, each, a “Reporting Servicer”) as described under
      Section 3.17 and Section 4.15 and in such other agreements, (ii)(A)
      the annual reports on assessment of compliance with servicing criteria for
      each
      Reporting Servicer, as described under Section 3.18 and Section 4.16
      and in such other agreements, and (B) if each Reporting Servicer’s report on
      assessment of compliance with servicing criteria described under
      Section 3.18 and Section 4.16 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      each
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 3.18 and Section 4.16 is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for each Reporting Servicer, as described
      under Section 3.18 and Section 4.17, and (B) if any registered public
      accounting firm attestation report described under Section 3.18 and
      Section 4.17 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.19 and Section 4.18 (provided, however, that the Securities
      Administrator, at its discretion, may omit from the Form 10-K any annual
      compliance statement, assessment of compliance or attestation report that is
      not
      required to be filed with such Form 10-K pursuant to Regulation AB). Any
      disclosure or information in addition to (i) through (iv) above that is required
      to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
      reported by the parties set forth on Exhibit G to the Depositor and the
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph, and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph. 

    
       

      
        
          
          

        

        
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    (ii) As
      set
      forth on Exhibit G hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2008, (i)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification, and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      Business Days after receipt of such copy, but in no event later than March
      25th
      of each year that the Trust is subject to Exchange Act reporting requirements,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval by March 25th, or
      if
      the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their respective duties under
      this
      Section 5.06(d) related to the timely preparation, execution and filing of
      Form 10-K is contingent upon such parties (and any Additional Servicer or
      Servicing Function Participant) strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 5.06(d),
      Section 3.17, Section 3.18, Section 3.19, Section 4.16,
      Section 4.17 and Section 4.18. Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage
      or claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 10-K, where such failure results from
      the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.” The
      Depositor hereby represents to the Securities Administrator that the Depositor
      has filed all such required reports during the preceding 12 months and that
      it
      has been subject to such filing requirement for the past 90 days. The Depositor
      shall notify the Securities Administrator in writing, no later than the fifth
      calendar day after the related Distribution Date with respect to the filing
      of a
      report on Form 10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the question
      should be “no” as a result of filings that relate to other securitization
      transactions of the Depositor for which the Securities Administrator does not
      have the obligation to prepare and file Exchange Act reports.

    
       

      
        
          
          

        

        
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    (f) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    (g) Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended
      without the consent of the Certificateholders.

     

    SECTION
      5.07. Supplemental
      Interest Trust.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Class A Certificates and Mezzanine Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust shall be an Eligible Account, and funds
      on deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts distributable to the Swap
      Provider by the Supplemental Interest Trust pursuant to Section 5.01(c)(2),
      (3), (5), (6) and Section 5.01(c)(7)(vii)
      of this
      Agreement and shall distribute such amounts on the Business Day prior to such
      Distribution Date in accordance with the foregoing sections.

     

    (c) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts received by it from the
      Swap Provider and shall distribute from the Supplemental Interest Trust on
      the
      Distribution Date an amount equal to the amount of any Net Swap Payment received
      from the Swap Provider under the Swap Agreement in the order of priority set
      forth in Section 5.01.

     

    (d) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class CE Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class CE Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class CE Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      CE Certificates.

    
       

      
        
          
          

        

        
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    (e) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(2), (3), (5), (6) and
      Section 5.01(c)(7)(vii) shall first be deemed paid to the Supplemental
      Interest Trust in respect of the Class IO Interest to the extent of the amount
      distributable on such Class IO Interest on such Distribution Date, and any
      remaining amount shall be deemed paid to the Supplemental Interest Trust in
      respect of a Class IO Distribution Amount. It is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be disregarded as an entity separate
      from the Holder of the Class CE Certificates unless and until the date when
      either (a) there is more than one Class CE Certificateholder or (b) any Class
      of
      Certificates in addition to the Class CE Certificates is recharacterized as
      an
      equity interest in the Supplemental Interest Trust for federal income tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the
      Supplemental Interest Trust be treated as a partnership. The Master Servicer
      shall not be required to prepare and file partnership tax returns in respect
      of
      such partnership unless it receives additional reasonable compensation (not
      to
      exceed $10,000 per year) for the preparation of such filings, written
      notification recognizing the creation of a partnership agreement or comparable
      documentation evidencing the partnership. 

     

    (f) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE and Residual Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE and Residual Certificates) shall be treated
      as
      having agreed to pay, on each Distribution Date, to the Holder of the Class
      CE
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC III Regular Interest ownership
      of
      which is represented by such Class of Certificates over (ii) the amount payable
      on such Class of Certificates on such Distribution Date (such excess, a “Class
      IO Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class CE Certificates shall be treated
      as
      having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the
      Certificates (other than the Class CE, Class P and Residual Certificates) in
      accordance with the terms of this Agreement. Any payments to such Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the
      Certificates (other than the Class CE, Class P and Residual Certificates) of
      a
      Class IO Distribution Amount shall be treated for tax purposes as having been
      received by the Holders of such Certificates in respect of the REMIC III Regular
      Interest ownership of which is represented by such Certificates, and as having
      been paid by such Holders to the Supplemental Interest Trust pursuant to the
      notional principal contract. Thus, each Certificate (other than the Class P
      Certificates and Residual Certificates) shall be treated as representing not
      only ownership of a Regular Interest in REMIC III, but also ownership of an
      interest in, and obligations with respect to, a notional principal
      contract.

    
       

      
        
          
          

        

        
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    (g) For
      federal tax return and information reporting, the right of the holders of the
      Class A Certificates and Mezzanine Certificates to receive payments from the
      Supplemental Interest Trust and the Reserve Fund in respect of any Net WAC
      Rate
      Carryover Amount shall be assigned a value of $426,000.

     

    (h) Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Securities Administrator on behalf of the Supplemental Interest
      Trust, at the direction f the Depositor, will use reasonable efforts to appoint
      a successor swap provider to enter into a new interest rate swap agreement
      on
      terms substantially similar to the Swap Agreement, with a successor swap
      provider meeting all applicable eligibility requirements. If the Securities
      Administrator receives a Swap Termination Payment from the Swap Provider in
      connection with such Swap Early Termination, the Securities Administrator will
      apply such Swap Termination Payment to any upfront payment required to appoint
      the successor swap provider. If the Securities Administrator is required to
      pay
      a Swap Termination Payment to the Swap Provider in connection with such Swap
      Early Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination Payment.
      

     

    If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      30 days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Swap Provider
      into a separate, non-interest bearing reserve account and will, on each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the Net Swap Payment, if any, that
      would have been paid to the Securities Administrator by the original Swap
      Provider calculated in accordance with the terms of the original Swap Agreement,
      and distribute such amount in accordance with the terms of this
      Agreement.

     

    (i) In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Swap Agreement (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Securities Administrator on
      behalf of the Supplemental Interest Trust Trustee shall immediately, but no
      later than the next Business Day following such failure or breach, notify the
      Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, in accordance with the Swap Agreement.


     

    (j) In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
      third party the “Guarantor”), then to the extent that the Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of the Swap Agreement, the Securities Administrator
      on
      behalf of the Supplemental Interest Trust Trustee shall, as soon as practicable,
      but no later than two (2) business days after the Swap Provider’s failure to
      pay, demand that the Guarantor make any and all payments then required to be
      made by the Guarantor pursuant to such Guaranty; provided, that the Securities
      Administrator shall in no event be liable for any failure or delay in the
      performance by the Swap Provider or any Guarantor of its obligations hereunder
      or pursuant to the Swap Agreement and the Guaranty, nor for any special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits) in connection therewith.

    
       

      
        
          
          

        

        
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    SECTION
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Class A Certificate or Mezzanine
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC Regular Interest and the right to receive payments from either the Reserve
      Fund or the Supplemental Interest Trust in respect of any Net WAC Rate Carryover
      Amounts or the obligation to make payments to the Supplemental Interest Trust.
      For federal income tax purposes, the Securities Administrator will account
      for
      payments to each Class A Certificate or Mezzanine Certificate as follows: each
      Class A Certificate or Mezzanine Certificate will be treated as receiving their
      entire payment from REMIC III (regardless of any Swap Termination Payment or
      obligation under the Swap Agreement) and subsequently paying their portion
      of
      any Swap Termination Payment in respect of each such Class’s obligation under
      the Swap Agreement. In the event that any such Class is resecuritized in a
      REMIC, the obligation under the Swap Agreement to pay any such Swap Termination
      Payment (or any shortfall in Net Swap Payment), will be made by one or more
      of
      the REMIC Regular Interests issued by the resecuritization REMIC subsequent
      to
      such REMIC Regular Interest receiving its full payment from any such Offered
      Certificate. 

     

    The
      REMIC
      Regular Interest corresponding to a Class A Certificate or Mezzanine Certificate
      will be entitled to receive interest and principal payments at the times and
      in
      the amounts equal to those made on the certificate to which it corresponds,
      except that (i) the maximum interest rate of that REMIC regular interest will
      equal the Net WAC Pass-Through Rate computed for this purpose by limiting the
      Swap Notional Amount of the Swap Agreement to the aggregate Stated Principal
      Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be
      treated as being payable solely from amounts otherwise payable to the Class
      CE
      Certificates. As a result of the foregoing, the amount of distributions and
      taxable income on the REMIC Regular Interest corresponding to a Class A
      Certificate or Mezzanine Certificate may exceed the actual amount of
      distributions on the Offered Certificate.

     

    SECTION
      5.09. Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”).


     

    On
      or
      before the Closing Date, the Swap Custodian shall establish a Swap Collateral
      Account. The Swap Collateral Account shall be held in the name of the Swap
      Custodian in trust for the benefit of the Offered Certificates. The Swap
      Collateral Account shall be an Eligible Account and shall be entitled “Swap
      Collateral Account, Wells Fargo Bank, National Association for the benefit
      of
      holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3, Asset
      Backed Pass-Through Certificates.” 

    
       

      
        
          
          

        

        
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    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement. Except for investment earnings, the Swap Provider shall not have
      any
      legal, equitable or beneficial interest in the Swap Collateral Account other
      than in accordance with the Swap Agreement and applicable law. The Swap
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Swap Collateral Account in accordance with Swap Credit Support
      Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the Swap Provider in
      interest-bearing Permitted Investments rated at least (x) AAAm or AAAm-G by
      S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s. All amounts earned on
      amounts on deposit in the Swap Collateral Account (whether cash collateral
      or
      securities) shall be for the account of and taxable to the Swap Provider. In
      the
      absence of written direction from the Swap Provider regarding the investment
      of
      cash collateral in Permitted Investments, such cash collateral shall remain
      uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the Swap Agreement)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Swap Provider, and, in either such case, unless the Swap Provider has paid
      in
      full all of its Obligations (as defined in the Swap Credit Support Annex) that
      are then due, then any collateral posted by the Swap Provider in accordance
      with
      the Swap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Swap Agreement) in accordance with the Swap
      Credit Support Annex. Any excess amounts held in such Swap Collateral Account
      after payment of all amounts owing to Party B under the Swap Agreement shall
      be
      withdrawn from the Swap Collateral Account and paid to the Swap Provider in
      accordance with the Swap Credit Support Annex. 

     

    SECTION
      5.10. Cap
      Collateral Accounts.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Group I Cap Credit Support Annex and the Group
      II
      Cap Credit Support Annex (in each case, the “Cap Custodian”). 

     

    On
      or
      before the Closing Date, the Cap Custodian shall establish a Cap Collateral
      Account with respect to each of the Group I Cap Contract (the “Group I Cap
      Collateral Account”) and the Group II Cap Contract (the “Group II Cap Collateral
      Account”). The Group I Cap Collateral Account shall be held in the name of the
      Cap Custodian in trust for the benefit of the Class A-1 Certificates and
      Mezzanine Certificates. The Group I Cap Collateral Account shall be an Eligible
      Account and shall be entitled “Group I Cap Collateral Account, Wells Fargo Bank,
      National Association for the benefit of holders of ACE Securities Corp. Home
      Equity Loan Trust, Series 2007-HE3, Class A-1, 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.”


     

    
      
        
        

      

      
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    The
      Group
      II Cap Collateral Account shall be held in the name of the Cap Custodian in
      trust for the benefit of the Class A-2 Certificates and Mezzanine Certificates.
      The Group II Cap Collateral Account shall be an Eligible Account and shall
      be
      entitled “Group II Cap Collateral Account, Wells Fargo Bank, National
      Association for the benefit of holders of ACE Securities Corp. Home Equity
      Loan
      Trust, Series 2007-HE3, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9.” The Group II Cap
      Collateral Account may be a subaccount of the Group I Collateral
      Account.

     

    The
      Cap
      Custodian shall credit to the applicable Cap Collateral Account all collateral
      (whether in the form of cash or securities) posted by the Cap Counterparty
      to
      secure the obligations of the Cap Counterparty Provider in accordance with
      the
      terms of the related Cap Contract. Except for investment earnings, the Cap
      Counterparty shall not have any legal, equitable or beneficial interest in
      any
      Cap Collateral Account other than in accordance with the related Cap Contract
      and applicable law. The Cap Custodian shall maintain and apply all collateral
      and earnings thereon on deposit in any Cap Collateral Account in accordance
      with
      the Group I Cap Credit Support Annex or the Group II Cap Credit Support Annex,
      as applicable (each, a “Cap Credit Support Annex”).

     

    Cash
      collateral posted by the Cap Counterparty in accordance with the related Cap
      Credit Support Annex shall be invested at the direction of the Cap Counterparty
      in Permitted Investments in accordance with the requirements of the related
      Cap
      Credit Support Annex. All amounts earned on amounts on deposit in the Cap
      Collateral Account (whether cash collateral or securities) shall be for the
      account of and taxable to the Cap Counterparty. In the absence of written
      direction from the Cap Counterparty regarding the investment of cash collateral
      in Permitted Investments, such cash collateral shall remain
      uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Cap Contracts) with respect to the Cap Counterparty or upon occurrence or
      designation of an Early Termination Date (as defined in the Cap Contracts)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Cap Counterparty, and, in either such case, unless the Cap Counterparty has
      paid
      in full all of its Obligations (as defined in the related Cap Credit Support
      Annex) that are then due, then any collateral posted by the Cap Counterparty
      in
      accordance with the related Cap Credit Support Annex shall be applied to the
      payment of any Obligations due to Party B (as defined in the Cap Contracts)
      in
      accordance with the related Cap Credit Support Annex. Any excess amounts held
      in
      such Cap Collateral Account after payment of all amounts owing to Party B under
      the Cap Contracts shall be withdrawn from the Cap Collateral Account and paid
      to
      the Cap Counterparty in accordance with the related Cap Credit Support Annex.
      

     


    
      
        
        

      

      
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    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    (a) The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I, REMIC
      II and REMIC III.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-5. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b) The
      Class
      A Certificates and the Mezzanine Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Securities Administrator except
      to another Depository that agrees to hold such Certificates for the respective
      Certificate Owners with Ownership Interests therein. The Certificate Owners
      shall hold their respective Ownership Interests in and to such Certificates
      through the book-entry facilities of the Depository and, except as provided
      below, shall not be entitled to definitive, fully registered Certificates
      (“Definitive Certificates”) in respect of such Ownership Interests. All
      transfers by Certificate Owners of their respective Ownership Interests in
      the
      Book-Entry Certificates shall be made in accordance with the procedures
      established by the Depository Participant or brokerage firm representing such
      Certificate Owner. Each Depository Participant shall only transfer the Ownership
      Interests in the Book-Entry Certificates of Certificate Owners it represents
      or
      of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures. The Securities Administrator is hereby initially
      appointed as the Book-Entry Custodian and hereby agrees to act as such in
      accordance herewith and in accordance with the agreement that it has with the
      Depository authorizing it to act as such. The Book-Entry Custodian may, and,
      if
      it is no longer qualified to act as such, the Book-Entry Custodian shall,
      appoint, by a written instrument delivered to the Depositor, the Servicer and,
      if the Trustee is not the Book-Entry Custodian, the Trustee, any other transfer
      agent (including the Depository or any successor Depository) to act as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository. If the Securities Administrator resigns or is removed in accordance
      with the terms hereof, the successor Securities Administrator or, if it so
      elects, the Depository shall immediately succeed to its predecessor’s duties as
      Book-Entry Custodian. The Depositor shall have the right to inspect, and to
      obtain copies of, any Certificates held as Book-Entry Certificates by the
      Book-Entry Custodian.

    
       

      
        
          
          

        

        
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    (c) The
      Class
      CE Certificates initially offered and sold in offshore transactions in reliance
      on Regulation S shall be issued in the form of a temporary global certificate
      in
      definitive, fully registered form (each, a “Regulation S Temporary Global
      Certificate”), which shall be deposited with the Securities Administrator or an
      agent of the Securities Administrator as custodian for the Depository and
      registered in the name of Cede & Co. as nominee of the Depository for the
      account of designated agents holding on behalf of Euroclear or Clearstream.
      Beneficial interests in each Regulation S Temporary Global Certificate may
      be
      held only through Euroclear or Clearstream; provided, however, that such
      interests may be exchanged for interests in a Definitive Certificate in
      accordance with the requirements described in Section 6.02. After the expiration
      of the Release Date, a beneficial interest in a Regulation S Temporary Global
      Certificate may be exchanged for a beneficial interest in the related permanent
      global certificate of the same Class (each, a “Regulation S Permanent Global
      Certificate”), in accordance with the procedures set forth in Section 6.02. Each
      Regulation S Permanent Global Certificate shall be deposited with the Securities
      Administrator or an agent of the Securities Administrator as custodian for
      the
      Depository and registered in the name of Cede & Co. as nominee of the
      Depository.

     

    The
      Class
      CE Certificates and Class P Certificates offered and sold to QIBs in reliance
      on
      Rule 144A will be issued in the form of Definitive Certificates.

     

    (d) The
      Trustee, the Servicer, the Securities Administrator, the Master Servicer and
      the
      Depositor may for all purposes (including the making of payments due on the
      Book-Entry Certificates and Global Certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates and Global Certificates for the purposes of exercising
      the rights of Certificateholders hereunder. The rights of Certificate Owners
      with respect to the Book-Entry Certificates and Global Certificates shall be
      limited to those established by law and agreements between such Certificate
      Owners and the Depository Participants and brokerage firms representing such
      Certificate Owners. Multiple requests and directions from, and votes of, the
      Depository as Holder of the Book-Entry Certificates and Global Certificates
      with
      respect to any particular matter shall not be deemed inconsistent if they are
      made with respect to different Certificate Owners. The Securities Administrator
      may establish a reasonable record date in connection with solicitations of
      consents from or voting by Certificateholders and shall give notice to the
      Depository of such record date.

    
       

      
        
          
          

        

        
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    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Servicer Event of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. With respect to a Global Certificate, the related
      Certificate Owner (other than a Holder of a Regulation S Temporary Global
      Certificate) may request that its interest in a Global Certificate be exchanged
      for a Definitive Certificate. Upon surrender to the Securities Administrator
      of
      the Book-Entry Certificates by the Book-Entry Custodian or the Depository,
      as
      applicable, or the Global Certificates by the Depository accompanied by
      registration instructions from the Depository for registration of transfer,
      the
      Securities Administrator shall cause the Definitive Certificates to be issued.
      Such Definitive Certificates will be issued in minimum denominations of $10,000
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate, or a Global Certificate, as applicable in an amount less than
      $10,000 immediately prior to the issuance of a Definitive Certificate shall
      be
      issued in a minimum denomination equal to the amount represented by such
      Book-Entry Certificate or a Global Certificate, as applicable. None of the
      Depositor, the Servicer, the Master Servicer, the Securities Administrator
      or
      the Trustee shall be liable for any delay in the delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Securities Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Securities
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11, a Certificate Register for the Certificates in
      which, subject to such reasonable regulations as it may prescribe, the
      Securities Administrator shall provide for the registration of Certificates
      and
      of transfers and exchanges of Certificates as herein provided.

     

    (b) No
      transfer of any Class CE Certificate, Class P Certificate or Residual
      Certificate shall be made unless that transfer is made pursuant to an effective
      registration statement under the Securities Act, and effective registration
      or
      qualification under applicable state securities laws, or is made in a
      transaction that does not require such registration or qualification.


     

    In
      the
      event that such a transfer of a Class CE Certificate or Class P Certificate
      is
      to be made without registration or qualification (other than in connection
      with
      the initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit B-1; (ii) if such transfer is purportedly being
      made
      in reliance upon Rule 501(a) under the Securities Act, written certifications
      from the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 and (iv)
      in
      all other cases, an Opinion of Counsel satisfactory to the Securities
      Administrator that such transfer may be made without such registration or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Master Servicer, the Securities
      Administrator or the Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. 

    
       

      
        
          
          

        

        
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    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Securities Administrator a certificate in the form of Exhibit B-2 hereto
      prior to (i) the payment of interest or principal with respect to such holder’s
      beneficial interest in the Regulation S Temporary Global Certificate and (ii)
      any exchange of such beneficial interest for a beneficial interest in a
      Regulation S Permanent Global Certificate.

     

    In
      the
      event that such a transfer of a Class CE Certificate or Class P Certificate
      is
      to be made without registration or qualification (other than in connection
      with
      the initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit B-1; (ii) if such transfer is purportedly being
      made
      in reliance upon Rule 501(a) under the Securities Act, written certifications
      from the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 and (iv)
      in
      all other cases, an Opinion of Counsel satisfactory to the Securities
      Administrator that such transfer may be made without such registration or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Master Servicer, the Securities
      Administrator or the Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. 

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Trustee and Securities Administrator a certificate in the form of Exhibit
      B-2 hereto prior to (i) the payment of interest or principal with respect to
      such holder’s beneficial interest in the Regulation S Temporary Global
      Certificate and (ii) any exchange of such beneficial interest for a beneficial
      interest in a Regulation S Permanent Global Certificate.

    
       

      
        
          
          

        

        
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    In
      the
      event that such a transfer of a Residual Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor), the Securities Administrator
      shall require receipt of: (i) if such transfer is purportedly being made in
      reliance upon Rule 144A under the Securities Act, written certifications from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-1; (ii) if such transfer is purportedly being made in
      reliance upon Rule 501(a) under the Securities Act, written certifications
      from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, and (iv) in all other cases, an Opinion of Counsel
      satisfactory to the Securities Administrator that such transfer may be made
      without such registration or qualification (which Opinion of Counsel shall
      not
      be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
      Servicer, the Securities Administrator or the Servicer), together with copies
      of
      the written certification(s) of the Certificateholder desiring to effect the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any. 

     

    Neither
      of the Depositor nor the Securities Administrator is obligated to register
      or
      qualify any such Certificates under the Securities Act or any other securities
      laws or to take any action not otherwise required under this Agreement to permit
      the transfer of such Certificates without registration or qualification. Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Depositor, the Master
      Servicer, the Securities Administrator and the Servicer against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    (c) No
      transfer of a Class CE Certificate, Class P Certificate or a Residual
      Certificate or any interest therein shall be made to any Plan subject to ERISA
      or Section 4975 of the Code, any Person acting, directly or indirectly, on
      behalf of any such Plan or any Person acquiring such Certificates with “Plan
      Assets” of a Plan within the meaning of the Department of Labor regulation
      promulgated at 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA
      (“Plan Assets”) unless the Securities Administrator is provided with an Opinion
      of Counsel on which the Depositor, the Master Servicer, the Securities
      Administrator, the Trustee and the Servicer may rely, which establishes to
      the
      satisfaction of the Securities Administrator that the purchase of such
      Certificates is permissible under applicable law, will not constitute or result
      in any prohibited transaction under ERISA or Section 4975 of the Code and
      will not subject the Depositor, the Servicer, the Trustee, the Master Servicer,
      the Securities Administrator or the Trust Fund to any obligation or liability
      (including obligations or liabilities under ERISA or Section 4975 of the
      Code) in addition to those undertaken in this Agreement, which Opinion of
      Counsel shall not be an expense of the Depositor, the Servicer, the Trustee,
      the
      Master Servicer, the Securities Administrator, the Trust Fund. An Opinion of
      Counsel will not be required in connection with the initial transfer of any
      such
      Certificate by the Depositor to an affiliate of the Depositor (in which case,
      the Depositor or any affiliate thereof shall have deemed to have represented
      that such affiliate is not a Plan or a Person investing Plan Assets) and the
      Securities Administrator shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Securities Administrator, shall
      be a written representation) from the Depositor of the status of such transferee
      as an affiliate of the Depositor.

    
       

      
        
          
          

        

        
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    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of an Offered Certificate, or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of the Offered Certificate,
      or interest therein, that either (i) it is not a Plan or (ii)(A) it is an
      accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset
      managers”).

     

    Each
      Transferee of a Mezzanine Certificate or any interest therein that is acquired
      after the termination of the Supplemental Interest Trust will be deemed to
      have
      represented by virtue of its purchase or holding of such Certificate (or
      interest therein) that either (a) such Transferee is not a Plan or purchasing
      such Certificate with Plan Assets, (b) it has acquired and is holding such
      Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 94-84 or FAN
      97-03E, as amended by PTE 97-34, PTE 2000-58, PTE 2002-41 and PTE 2007-05 (the
      “Exemption”), and that it understands that there are certain conditions to the
      availability of the Exemption including that such Certificate must be rated,
      at
      the time of purchase, not lower than “BBB-” (or its equivalent) by a one or more
      of Moody’s, S&P, Fitch Ratings, Dominion Bond Rating Service Limited (known
      as DBRS Limited) or Dominion Bond Rating Service, Inc. (known as DBRS, Inc.)
      or
      (c) the following conditions are satisfied: (i) such Transferee is an insurance
      company, (ii) the source of funds used to purchase or hold such Certificate
      (or
      interest therein) is an “insurance company general account” (as defined in PTCE
      95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60
      have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate,
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the
      Trustee, the Servicer, the Master Servicer, the Securities Administrator and
      the
      Trust Fund from and against any and all liabilities, claims, costs or expenses
      incurred by those parties as a result of that acquisition or
      holding.

     

    (d) (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Securities Administrator or its designee under clause (iii)(A)
      below to deliver payments to a Person other than such Person and to negotiate
      the terms of any mandatory sale under clause (iii)(B) below and to execute
      all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

    
       

      
        
          
          

        

        
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    (A) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-4) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-4)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E) Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

    
       

      
        
          
          

        

        
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    (ii) The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii) (A)
      If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv) The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    
      
        
        

      

      
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    (v) The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A) written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III Interest,
      respectively, in each case that was evidenced by the Class R Certificate being
      exchanged.

     

    (g) No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE Certificate (1) provides to the Securities
      Administrator the appropriate tax certification forms that would eliminate
      any
      withholding or deduction for taxes from amounts payable by the Cap Counterparty
      and the Swap Provider to the Securities Administrator pursuant to the Cap
      Contracts and the Swap Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
      W-8EXP or W-8ECI, as applicable (or any successor form thereto), together with
      any applicable attachments) and (2) agrees to update such forms (a) upon
      expiration of any such form, (b) as required under then applicable U.S. Treasury
      regulations and (c) promptly upon learning that any such form has become
      obsolete or incorrect, each as a condition to such transfer so long as they
      are
      in physical form. In addition, no transfer of any Class CE Certificate shall
      be
      made if such transfer would cause the Reserve Fund or the Supplemental Interest
      Trust to be beneficially owned by two or more persons for federal income tax
      purposes, or continue to be so treated, unless (i) each proposed transferee
      of
      such Class CE Certificate complies with the foregoing conditions, (ii) the
      proposed majority holder of the Class CE Certificates (or each holder, if there
      is or would be no majority holder) (A) provides, or causes to be provided,
      on
      behalf of the Reserve Fund and the Supplemental Interest Trust, if applicable,
      the appropriate tax certification form that would be required from the Reserve
      Fund and the Supplemental Interest Trust to eliminate any withholding or
      deduction for taxes from amounts payable by the Cap Counterparty and the Swap
      Provider to the Securities Administrator pursuant to the Cap Contracts and
      the
      Swap Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI,
      as applicable (or any successor form thereto), together with any applicable
      attachments) and (B) agrees to update such forms (x) upon expiration of any
      such
      form, (y) as required under then applicable U.S. Treasury regulations and (z)
      promptly upon learning that any such form has become obsolete or incorrect.
      If,
      under applicable U.S. Treasury regulations, such tax certification form may
      only
      be signed by a trustee acting on behalf of the Reserve Fund or the Supplemental
      Interest Trust, then the Securities Administrator, the Trustee or the
      Supplemental Interest Trust Trustee, as appropriate, shall sign such
      certification form if so requested by a holder of the Class CE Certificates.
      Upon receipt of any tax certification form pursuant to the preceding conditions
      from a proposed transferee of any Class CE Certificate, the Securities
      Administrator shall forward each tax certification form attributable to the
      Cap
      Contracts to the Cap Counterparty and each tax certification form attributable
      to the Swap Agreement to the Swap Provider so long as the Securities
      Administrator is permitted to provide such tax certification form. Each holder
      of a Class CE Certificate and each transferee thereof shall be deemed to have
      consented to the Securities Administrator forwarding to the Cap Counterparty
      and
      the Swap Provider any tax certification form it has provided and updated in
      accordance with these transfer restrictions. Any purported sales or transfers
      of
      any Class CE Certificate to a transferee which does not comply with the
      requirements of this paragraph shall be deemed null and void under this
      Agreement. In the event that the Securities Administrator is unable to provide
      a
      tax certification pursuant to this paragraph, it shall immediately notify the
      Depositor, the Swap Provider and the Cap Provider.

     

    
      
        
        

      

      
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    (h) No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (i) All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    
      
        
        

      

      
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    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to the Securities Administrator such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      actual knowledge by the Securities Administrator that such Certificate has
      been
      acquired by a protected purchaser, the Securities Administrator, shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      any Certificate is registered as the owner of such Certificate for the purpose
      of receiving distributions pursuant to Section 5.01 and for all other
      purposes whatsoever, and none of the Depositor, the Servicer, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE Certificate, Class P
      Certificate or Residual Certificate to an Independent third party, the Depositor
      shall provide to the Securities Administrator ten copies of any private
      placement memorandum or other disclosure document used by the Depositor in
      connection with the offer and sale of such Certificate. In addition, if any
      such
      private placement memorandum or disclosure document is revised, amended or
      supplemented at any time following the delivery thereof to the Securities
      Administrator, the Depositor promptly shall inform the Securities Administrator
      of such event and shall deliver to the Securities Administrator ten copies
      of
      the private placement memorandum or disclosure document, as revised, amended
      or
      supplemented. The Securities Administrator shall maintain at its office as
      set
      forth in Section 12.05 hereof and shall make available free of charge
      during normal business hours for review by any Holder of a Certificate or any
      Person identified to the Securities Administrator as a prospective transferee
      of
      a Certificate, originals or copies of the following items: (i) in the case
      of a
      Holder or prospective transferee of a Class CE Certificate, 

    
       

      
        
          
          

        

        
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    Class
      P
      Certificate or Residual Certificate, the related private placement memorandum
      or
      other disclosure document relating to such Class of Certificates, in the form
      most recently provided to the Securities Administrator; and (ii) in all cases,
      (A) this Agreement and any amendments hereof entered into pursuant to
      Section 12.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 5.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date and (C) any copies of all
      Officers’ Certificates of the Servicer since the Closing Date delivered to the
      Master Servicer to evidence such Person’s determination that any P&I Advance
      or Servicing Advance was, or if made, would be a Nonrecoverable P&I Advance
      or Nonrecoverable Servicing Advance. Copies and mailing of any and all of the
      foregoing items will be available from the Securities Administrator upon request
      at the expense of the Person requesting the same.

     


    
      
        
        

      

      
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    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01. Liability
      of the Depositor, the Servicer and the Master Servicer.

     

    The
      Depositor, the Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor,
      Servicer and Master Servicer and undertaken hereunder by the Depositor, the
      Servicer and the Master Servicer herein.

     

    SECTION
      7.02. Merger
      or
      Consolidation of the Depositor, the Servicer or the Master Servicer. 

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises as a
      national banking association. Subject to the following paragraph, the Master
      Servicer will keep in full effect its existence, rights and franchises as a
      national banking association. The Depositor, the Servicer and the Master
      Servicer each will obtain and preserve its qualification to do business as
      a
      foreign entity in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Agreement, the
      Certificates or any of the Mortgage Loans and to perform its respective duties
      under this Agreement.

     

    The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor, the Servicer or the
      Master Servicer, as the case may be, hereunder, without the execution or filing
      of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding; provided, however, that any
      successor to the Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of
      Section 8.02(a) or Section 7.06 of this Agreement.

     

    SECTION
      7.03. Limitation
      on Liability of the Depositor, the Servicer, the Master Servicer and
      Others.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer or the Master Servicer shall be under any liability to the Trust Fund
      or the Certificateholders for any action taken or for refraining from the taking
      of any action in good faith pursuant to this Agreement or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or
      any such person against any breach of warranties, representations or covenants
      made herein or against any specific liability imposed on any such Person
      pursuant hereto or against any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder. The Depositor, the Servicer, the Securities Administrator, the Master
      Servicer and any director, officer, employee or agent of the Depositor, the
      Servicer, the Securities Administrator and the Master Servicer may rely in
      good
      faith on any document of any kind which, prima facie, is properly executed
      and
      submitted by any Person respecting any matters arising hereunder. The Depositor,
      the Servicer, the Securities Administrator, the Master Servicer and any
      director, officer, employee or agent of the Depositor, the Servicer, the
      Securities Administrator or the Master Servicer shall be indemnified and held
      harmless by the Trust Fund against any loss, liability or expense incurred
      in
      connection with any legal action relating to this Agreement, the Certificates
      or
      any Credit Risk Management Agreement or any loss, liability or expense incurred
      other than by reason of willful misfeasance, bad faith or gross negligence
      in
      the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. None of the Depositor, the Servicer, the
      Securities Administrator or the Master Servicer shall be under any obligation
      to
      appear in, prosecute or defend any legal action unless such action is related
      to
      its respective duties under this Agreement and, in its opinion, does not involve
      it in any expense or liability; provided, however, that each of the Depositor,
      the Servicer, the Securities Administrator and the Master Servicer may in its
      discretion undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders 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 Servicer, the
      Securities Administrator and the Master Servicer shall be entitled to be
      reimbursed therefor from the Collection Account or the Distribution Account
      as
      and to the extent provided in Article III and Article IV, any such right of
      reimbursement being prior to the rights of the Certificateholders to receive
      any
      amount in the Collection Account and the Distribution Account.

    
       

      
        
          
          

        

        
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    Notwithstanding
      anything to the contrary contained herein, the Servicer shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      related Mortgage Loans and the Master Servicer shall not be liable for any
      action or inaction of the Servicer, except to the extent expressly provided
      herein, or the Credit Risk Management Agreement.

     

    SECTION
      7.04. Limitation
      on Resignation of the Servicer.

     

    (a) Except
      as
      expressly provided herein, the Servicer shall neither assign all or
      substantially all of its rights under this Agreement or the servicing hereunder
      nor delegate all or substantially all of its duties hereunder nor sell or
      otherwise dispose of all or substantially all of its property or assets without,
      in each case, the prior written consent of the Master Servicer, which consent
      shall not be unreasonably withheld; provided, that in each case, there must
      be
      delivered to the Trustee and the Master Servicer a letter from each Rating
      Agency to the effect that such transfer of servicing or sale or disposition
      of
      assets will not result in a qualification, withdrawal or downgrade of the
      then-current rating of any of the Certificates. Notwithstanding the foregoing,
      the Servicer, without the consent of the Trustee or the Master Servicer, may
      retain third-party contractors to perform certain servicing and loan
      administration functions, including without limitation hazard insurance
      administration, tax payment and administration, flood certification and
      administration, collection services and similar functions, provided, however,
      that the retention of such contractors by the Servicer shall not limit the
      obligation of the Servicer to service the related Mortgage Loans pursuant to
      the
      terms and conditions of this Agreement. The Servicer shall not resign from
      the
      obligations and duties hereby imposed on it except (i) upon determination that
      its duties hereunder are no longer permissible under applicable law, or (ii)
      upon the Servicer’s written proposal of a successor servicer reasonably
      acceptable to each of the Sponsor, the Depositor and the Master Servicer. No
      such resignation under clause (i) above shall become effective unless evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Rating Agencies. No such resignation of
      the
      Servicer under clause (ii) shall be effective unless:

    
       

      
        
          
          

        

        
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    (i) the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by
      Moody’s;

     

    (ii) the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii) the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of the Servicer shall become effective
      until the Master Servicer or a successor Servicer shall have assumed the
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement. In addition, the Sponsor shall
      promptly inform the Credit Risk Manager of the Servicer’s resignation under this
      Section 7.04.

     

    (b) Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.02, no
      Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
      shall not be required to recognize any Sub-Servicer as an indemnitee under
      this
      Agreement.

     

    SECTION
      7.05. Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

    
       

      
        
          
          

        

        
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    SECTION
      7.06. Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    SECTION
      7.07. Rights
      of
      the Depositor in Respect of the Servicer and the Master Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable, shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the Servicer (and any such Sub-Servicer or Subcontractor,
      as
      applicable) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Master Servicer or the Servicer (and those of any
      such
      Sub-Servicer or Subcontractor, as applicable) responsible for such obligations,
      and the Master Servicer shall have access to all such records maintained by
      the
      Servicer and any Sub-Servicers or Subcontractors. Upon request, each of the
      Master Servicer and the Servicer shall furnish to the Depositor and the Trustee
      its (and any such Sub-Servicer’s or Subcontractor’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Sub-Servicer or Subcontractor possesses). To the
      extent that the Master Servicer or the Servicer informs the Depositor and the
      Trustee that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s or the
      Servicer’s written consent, except as required pursuant to this Agreement or to
      the extent that it is appropriate to do so (i) to its legal counsel, auditors,
      taxing authorities or other governmental agencies and the Certificateholders,
      (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
      or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicer or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicer or the Master Servicer or
      (B)
      to any affiliate, independent or internal auditor, agent, employee or attorney
      of the Trustee having a need to know the same, provided that the Trustee advises
      such recipient of the confidential nature of the information being disclosed,
      shall use its best efforts to assure the confidentiality of any such
      disseminated non-public information. Nothing in this Section 7.07 shall
      limit the obligation of the Servicer to comply with any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of the Servicer to provide access as provided in this Section 7.07 as a
      result of such obligation shall not constitute a breach of this Section. Nothing
      in this Section 7.07 shall require the Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. The Servicer shall not be required to make copies of or
      ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer or the Servicer 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 Servicer under this
      Agreement, or exercise the rights of the Master Servicer or the Servicer under
      this Agreement; provided that neither the Master Servicer nor the Servicer
      shall
      be relieved of any of its obligations under this Agreement by virtue of such
      performance by the Depositor or its designee. The Depositor shall not have
      any
      responsibility or liability for any action or failure to act by the Master
      Servicer or the Servicer and is not obligated to supervise the performance
      of
      the Master Servicer or the Servicer under this Agreement or
      otherwise.

    
       

      
        
          
          

        

        
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    SECTION
      7.08. Duties
      of
      the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
      and the Credit Risk Manager shall look solely to the Servicer and/or Master
      Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the related Mortgage Loans.
      Upon any termination of the Credit Risk Manager or the appointment of a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the Servicer, the Master Servicer, the Securities Administrator, the Trustee,
      and each Rating Agency. Notwithstanding the foregoing, the termination of the
      Credit Risk Manager pursuant to this Section shall not become effective
      until the appointment of a successor Credit Risk Manager. The Trustee is hereby
      authorized to enter into any Credit Risk Management Agreement necessary to
      effect the foregoing.

    
       

      
        
          
          

        

        
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    SECTION
      7.09. Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by the Servicer under the related Credit Risk Management
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Credit Risk Manager or any such person against liability
      that would otherwise be imposed by reason of willful malfeasance or bad faith
      in
      its performance of its duties. The Credit Risk Manager and any director,
      officer, employee, or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder, and may rely in good faith
      upon
      the accuracy of information furnished by the Servicer pursuant to the related
      Credit Risk Management Agreement in the performance of its duties thereunder
      and
      hereunder.

     

    SECTION
      7.10. Removal
      of the Credit Risk Manager. 

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager, with a copy to the Securities Administrator and the
      Master Servicer.

     


    
      
        
        

      

      
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    ARTICLE
      VIII

     

    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default.

     

    (a) “Servicer
      Event of Default,” wherever used herein, means with respect to the Servicer any
      one of the following events:

     

    (i) any
      failure by the Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders any payment (other than a P&I Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section 5.03 of this Agreement) required to be made by the Servicer
      under the terms of the Certificates and this Agreement which continues
      unremedied until 12:00 p.m. New York time on the Business Day immediately
      following the date upon which written notice of such failure, requiring the
      same
      to be remedied, shall have been given to the Servicer by the Securities
      Administrator, the Trustee or the Master Servicer (in which case notice shall
      be
      provided by telecopy), or to the Servicer, the Securities Administrator, the
      Trustee and the Master Servicer by the Holders of Certificates entitled to
      at
      least 25% of the Voting Rights; or

     

    (ii) any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement, or the material breach by the Servicer of any
      representation and warranty contained in Section 2.05 of this Agreement,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Servicer by the Depositor or the Trustee or to the
      Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; provided, however, that in the case of
      a
      failure that cannot be cured within thirty (30) days, the cure period may be
      extended for an additional thirty (30) days if the Servicer can demonstrate
      to
      the reasonable satisfaction of the Trustee that the Servicer is diligently
      pursuing remedial action; or

     

    (iii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer and
      such decree or order shall have remained in force undischarged or unstayed
      for a
      period of ninety (90) days; or

     

    (iv) the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     


    
      
        
        

      

      
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    (v) the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations;

     

    (vi) failure
      by the Servicer to duly perform, within the required time period, its
      obligations under Sections 3.17, 3.18 or 3.19; or

     

    (vii) any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii) failure
      of the Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section shall occur, then, and in each and every such case, so long as
      such
      Servicer Event of Default shall not have been remedied, the Depositor or the
      Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as Servicer under this Agreement, to the
      extent permitted by law, and in and to the Mortgage Loans and the proceeds
      thereof. If a Servicer Event of Default described in clause (vii) hereof shall
      occur, the Trustee shall, by notice in writing to the defaulting Servicer,
      the
      Depositor and the Master Servicer, terminate all of the rights and obligations
      of the defaulting Servicer in its capacity as Servicer under this Agreement
      and
      in and to the Mortgage Loans and the proceeds thereof. Subject to Section 8.02,
      on or after the receipt by the defaulting Servicer of such written notice,
      all
      authority and power of the defaulting Servicer under this Agreement, whether
      with respect to the Certificates (other than as a Holder of any Certificate)
      or
      the Mortgage Loans or otherwise, shall pass to and be vested in the 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 defaulting Servicer, any
      and
      all documents and other instruments and to do or accomplish all other acts
      or
      things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The defaulting Servicer
      agrees promptly (and in any event no later than ten (10) Business Days
      subsequent to such notice) to provide the Trustee with all documents and records
      requested by it to enable it to assume the defaulting Servicer’s functions under
      this Agreement, and to cooperate with the Master Servicer in effecting the
      termination of the defaulting Servicer’s responsibilities and rights under this
      Agreement, including, without limitation, the transfer within one (1) Business
      Day to the Trustee for administration by it of all cash amounts which at the
      time shall be or should have been credited by the defaulting Servicer to the
      Collection Account held by or on behalf of the defaulting Servicer or thereafter
      be received with respect to the related Mortgage Loans or any related REO
      Property (provided, however, that the defaulting Servicer shall continue to
      be
      entitled to receive all amounts accrued or owing to it under this Agreement
      on
      or prior to the date of such termination, whether in respect of P&I
      Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise,
      and shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). Reimbursement of unreimbursed P&I Advances, Servicing
      Advances and accrued and unpaid Servicing Fees shall be made on a first in,
      first out (“FIFO”) basis no later than the Servicer Remittance Date. For
      purposes of this Section 8.01(a), the Trustee shall not be deemed to have
      knowledge of a Servicer Event of Default unless a Responsible Officer of the
      Trustee assigned to and working in the Trustee’s Corporate Trust Office has
      actual knowledge thereof or unless written notice of any event which is in
      fact
      such a Servicer Event of Default is received by the Trustee at its Corporate
      Trust Office and such notice references the Certificates, the Trust or this
      Agreement. The Trustee shall promptly notify the Master Servicer and the Rating
      Agencies of the occurrence of a Servicer Event of Default of which it has
      knowledge as provided above.

     


    
      
        
        

      

      
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    The
      Trustee shall be entitled to be reimbursed by the defaulting Servicer (or from
      amounts on deposit in the Distribution Account if the defaulting Servicer is
      unable to fulfill its obligations hereunder) for all reasonable out-of-pocket
      or
      third party costs associated with the transfer of servicing from the defaulting
      Servicer, including without limitation, any reasonable out-of-pocket or third
      party costs or expenses associated with the complete transfer of all servicing
      data and the completion, correction or manipulation of such servicing data
      as
      may be required by the Trustee to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the Master Servicer to service the
      Mortgage Loans properly and effectively, upon presentation of reasonable
      documentation of such costs and expenses.

     

    (b) “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i) any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.04,
      which continues unremedied for a period of 30 days after the date on which
      written notice of such failure, or as otherwise set forth in this Agreement
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Depositor or the Trustee or to the Master Servicer, the Depositor and
      the
      Trustee by the Holders of Certificates entitled to at least 25% of the Voting
      Rights; or

     

    (ii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (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

     


    
      
        
        

      

      
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    (iv) the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations; or

     

    (v) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03 of this Agreement, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01(b), the Trustee shall not be deemed to have knowledge of a
      Master Servicer Event of Default unless a Responsible Officer of the Trustee
      assigned to and working in the Trustee’s Corporate Trust Office has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      Master Servicer Event of Default is received by the Trustee and such notice
      references the Certificates, the Trust or this Agreement. The Trustee shall
      promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Event
      of Default of which it has knowledge as provided above.

     

    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of losses pursuant to Section 3.10) by the terms and provisions hereof
      including, without limitation, the Master Servicer’s obligations to make P&I
      Advances no later than each Distribution Date pursuant to Section 5.03;
      provided, however, that if the Trustee is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Trustee shall not be obligated to make P&I Advances pursuant to
      Section 5.03; and provided further, that any failure to perform such duties
      or responsibilities caused by the Master Servicer’s failure to provide
      information required by Section 8.01 shall not be considered a default by
      the Trustee as successor to the Master Servicer hereunder and neither the
      Trustee nor any other successor master servicer shall be liable for any acts
      or
      omissions of the terminated master servicer. As compensation therefor, the
      Trustee shall be entitled to the Master Servicing Fee and all funds relating
      to
      the Loans, investment earnings on the Distribution Account and all other
      remuneration to which the Master Servicer would have been entitled if it had
      continued to act hereunder.

     


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Event of Default and (ii)
      all
      costs and expenses associated with the complete transfer of the master
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.


     


    
      
        
        

      

      
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    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) Subject
      to the following paragraph, on and after the time the Servicer receives a notice
      of termination, the Trustee (or other successor servicer appointed by the
      Trustee) shall be the successor in all respects to the Servicer in its capacity
      as the Servicer under this Agreement and the transactions set forth or provided
      for herein, and all the responsibilities, duties and liabilities relating
      thereto and arising thereafter shall be assumed by the Trustee or other
      successor servicer appointed by the Trustee (except for any representations
      or
      warranties of the Servicer under this Agreement the responsibilities, duties
      and
      liabilities contained in Section 2.03 of this Agreement and the obligation
      of the Servicer to deposit amounts in respect of losses pursuant to
      Section 3.10(b) of this Agreement) by the terms and provisions hereof
      including, without limitation, the Servicer’s obligations to make P&I
      Advances pursuant to Section 5.03 of this Agreement; provided, however,
      that if the Trustee or other successor servicer is prohibited by law or
      regulation from obligating itself to make advances regarding delinquent mortgage
      loans, then the Trustee or other successor servicer shall not be obligated
      to
      make P&I Advances pursuant to Section 5.03 of this Agreement; and
      provided further, that any failure to perform such duties or responsibilities
      caused by the Servicer’s failure to provide information required by
      Section 8.01 of this Agreement shall not be considered a default by the
      Trustee or other successor servicer, as successor to the Servicer hereunder;
      provided, however, that (1) it is understood and acknowledged by the parties
      hereto that there will be a period of transition (not to exceed ninety (90)
      days) before the actual servicing functions can be fully transferred to the
      Trustee or any successor servicer appointed in accordance with the following
      provisions and (2) any failure to perform such duties or responsibilities caused
      by the Servicer’s failure to provide information required by Section 8.01
      of this Agreement shall not be considered a default by the Trustee or any
      successor servicer. As compensation therefor, the Trustee or successor servicer
      shall be entitled to the Servicing Fee and all funds relating to the related
      Mortgage Loans to which the terminated Servicer would have been entitled if
      it
      had continued to act hereunder. Notwithstanding the above and subject to the
      immediately following paragraph, the Trustee may, if it shall be unwilling
      to so
      act, or shall, if it is unable to so act promptly appoint or petition a court
      of
      competent jurisdiction to appoint, a Person that satisfies the eligibility
      criteria set forth below as the successor to the terminated Servicer under
      this
      Agreement in the assumption of all or any part of the responsibilities, duties
      or liabilities of the terminated Servicer under this Agreement.

     

    Notwithstanding
      any provision in this Agreement to the contrary, for a period of 30 days
      following the date on which the Servicer shall have received a notice of
      termination pursuant to Section 8.01 of this Agreement, the Servicer or its
      designee may appoint a successor Servicer that satisfies the eligibility
      criteria of a successor Servicer set forth below, which appointment shall be
      subject to the consent of the Depositor, the Sponsor 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 the Servicer 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 the Servicer 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) the Servicer was terminated because of an Event of Default
      described in Section 8.01(a)(vii) for failing to make a required P&I
      Advance, and (B) the Servicer shall have failed to make (or cause to be made)
      such P&I Advance, or shall fail to reimburse (or cause to be reimbursed) the
      Master Servicer for a P&I Advance made by the Master Servicer, by the close
      of business on such second Business Day, or (ii) at the close of business on
      the
      second Business Day following the date (if any) during such 30-day period on
      which a P&I Advance is due to be made, if the Servicer shall have failed to
      make (or caused to be made) such P&I Advance, or the Servicer shall have
      failed to reimburse (or cause to be reimbursed) the Master Servicer for such
      P&I Advance, by the close of business on such second Business
      Day.

     


    
      
        
        

      

      
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    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
      or for any differential in the amount of the Servicing Fee or Master Servicing
      Fee, as applicable, or paid hereunder and the amount necessary to induce any
      successor Servicer or successor Master Servicer to act as successor Servicer
      or
      successor Master Servicer under this Agreement and the transactions set forth
      or
      provided for herein. 

     

    Any
      successor Servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      Servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the Servicer (other than liabilities of the Servicer hereunder
      incurred prior to termination of the Servicer under Section 8.01 herein)
      under this Agreement as if originally named as a party to this
      Agreement.

     

    (b) 
      (1) All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of the Servicer
      shall
      be paid by the terminated Servicer upon presentation of reasonable documentation
      of such costs, and if such predecessor or initial Servicer, as applicable,
      defaults in its obligation to pay such costs, the successor Servicer, the Master
      Servicer and the Trustee shall be entitled to reimbursement therefor from the
      assets of the Trust Fund.

     

    (2) No
      appointment of a successor to the Servicer under this Agreement shall be
      effective until the assumption by the successor of all of the Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Trustee may make such
      arrangements for the compensation of such successor out of payments on the
      related Mortgage Loans as it and such successor shall agree; provided, however,
      that no such compensation shall be in excess of that permitted the Servicer
      as
      such hereunder. The Depositor, the Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession. Pending appointment of a successor to the Servicer under this
      Agreement, the Master Servicer shall act in such capacity as hereinabove
      provided.

     


    
      
        
        

      

      
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    SECTION
      8.03. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of the Master Servicer or the Servicer pursuant to
      Section 8.01(a) or (b) of this Agreement, or any appointment of a successor
      to the Master Servicer or the Servicer pursuant to Section 8.02 of this
      Agreement, the Trustee shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (b) Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    SECTION
      8.04. Waiver
      of
      Servicer Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that a Servicer
      Event of Default under clause (i) or (vii) of Section 8.01(a) of this
      Agreement may be waived only by all of the Holders of the Regular Certificates.
      Upon any such waiver of a default, Servicer Event of Default or Master Servicer
      Event of Default, such default, Servicer Event of Default or Master Servicer
      Event of Default shall cease to exist and shall be deemed to have been remedied
      for every purpose hereunder. No such waiver shall extend to any subsequent
      or
      other default, Servicer Event of Default or Master Servicer Event of Default
      or
      impair any right consequent thereon except to the extent expressly so
      waived.

     


    
      
        
        

      

      
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    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01. Duties
      of
      Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of a Master Servicer Event of Default, the Trustee shall exercise
      such of the rights and powers vested in it by this Agreement, and use the same
      degree of care and skill in its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i) Prior
      to
      the occurrence of a Master Servicer Event of Default, and after the curing
      or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     


    
      
        
        

      

      
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    (ii) Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02. Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 9.01 of this Agreement:

     

    (i) Before
      taking any action hereunder, the Trustee and the Securities Administrator may
      request and rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or
      parties;

     

    (ii) The
      Trustee and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or any Opinion of Counsel shall be
      full
      and complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance with such
      advice or Opinion of Counsel;

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer Event of Default (which has not been cured
      or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     


    
      
        
        

      

      
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    (iv) Neither
      the Trustee nor the Securities Administrator shall be liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that if the payment within
      a
      reasonable time to the Trustee or the Securities Administrator of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator by such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder;

     

    (vii) The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Account, (b) the investment of funds held in the
      Distribution Account, (c) the investment of funds held in the Reserve Fund
      or
      (d) the redemption or sale of any such investment as therein
      authorized;

     

    (viii) The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement; 

     

    (ix) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; 

     


    
      
        
        

      

      
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    (x) Should
      the Trustee or the Securities Administrator deem the nature of any action
      required on its part to be unclear, the Trustee or the Securities Administrator
      may require, prior to taking such action, that it be provided by the Depositor
      with reasonable further instructions; and

     

    (xi) No
      provision of this Agreement shall require the Trustee (regardless of the
      capacity in which it is acting) to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties hereunder,
      or in the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      risk or liability is not reasonably assured to it.

     

    (b) All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
      perform the obligations, and make any representations to be exercised,
      performed, or made by the Supplemental Interest Trust Trustee, as described
      herein. The Supplemental Interest Trust Trustee is hereby directed to execute
      and deliver the Swap Agreement on behalf of Party B (as defined therein) and
      to
      exercise the rights, perform the obligations, and make the representations
      of
      Party B thereunder, solely in its capacity as Supplemental Interest Trust
      Trustee on behalf of Party B (as defined therein) and not in its individual
      capacity. 

     

    The
      Sponsor, the Servicer, the Depositor and the Certificateholders (by acceptance
      of their Certificates) acknowledge and agree that:

    


    (i)
      the
      Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
      on behalf of Party B (as defined therein), 

    


    (ii)
      the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

    


    (iii)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Swap
      Agreement.

    


    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee, of the Swap Agreement, and
      the performance of its duties and satisfaction of its obligations
      thereunder.


    
      
        
        

      

      
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    Every
      provision of this Agreement relating to the conduct or affecting the
      liability

    of
      or
      affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Swap Agreement.

    


    (d) The
      Trustee is hereby directed to exercise the rights, perform the obligations,
      and
      make any representations to be exercised, performed, or made, as described
      herein. The Trustee is hereby directed to execute and deliver the Cap Contracts
      on behalf of Party B (as defined therein) and to exercise the rights, perform
      the obligations, and make the representations of Party B thereunder, solely
      in
      its capacity as Trustee on behalf of Party B (as defined therein) and not in
      its
      individual capacity. 

     

    The
      Sponsor, the Servicer, the Depositor and the Certificateholders (by acceptance
      of their Certificates) acknowledge and agree that:

    


    (i)
      the
      Trustee shall execute and deliver the Cap Contracts on behalf of Party B (as
      defined therein), 

    


    (ii)
      the
      Trustee shall exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Trustee on
      behalf of Party B (as defined therein) and not in its individual capacity,
      and

    


    (iii)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Cap
      Contracts.

    


    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s execution
      of the Cap Contracts, and the performance of its duties and satisfaction of
      its
      obligations thereunder.

    


    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Cap Contracts.

    


    (e) The
      Trustee is hereby directed to execute and deliver the Cap Contracts for Party
      B
      (as defined therein) and to perform the obligations of Party B thereunder on
      the
      Closing Date and thereafter on behalf of the Holders of the Certificates. The
      Sponsor, the Depositor and the Certificateholders by acceptance of their
      Certificates acknowledge and agree that the Trustee shall execute and deliver
      the Cap Contracts for Party B (as defined therein) and to perform the
      obligations of Party B thereunder and shall do so solely in its capacity as
      Trustee and not in its individual capacity. The Trustee is hereby directed
      and
      does hereby direct the Securities Administrator and the Securities Administrator
      is hereby empowered under this Agreement to act on behalf of the Trustee. Any
      funds payable by the Securities Administrator under the Cap Contracts at closing
      shall be paid by the Depositor. Notwithstanding anything to the contrary
      contained herein, neither the Trustee nor the Securities Administrator shall
      be
      required to make any payments to the Cap Counterparty under the Cap Contracts
      unless otherwise set forth in the Cap Contracts.

     


    
      
        
        

      

      
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    (f) 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 the Swap Provider or the Cap Counterparty, it being
      understood that this Agreement shall not be construed to render those partners
      joint venturers or agents of one another.

     

    SECTION
      9.03. Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Sections 2.11 and
      9.12 of this Agreement) shall be taken as the statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness. Neither the Trustee nor the Securities Administrator
      makes any representations or warranties as to the validity or sufficiency of
      this Agreement (other than as specifically set forth in Section 9.12 of
      this Agreement), the Swap Agreement or of the Certificates (other than the
      signature of the Securities Administrator and authentication of the Securities
      Administrator on the Certificates) or of any Mortgage Loan or related document.
      The Trustee and the Securities Administrator shall not be accountable for the
      use or application by the Depositor of any of the Certificates or of the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor or the Master Servicer in respect of the Mortgage Loans or
      deposited in or withdrawn from the Collection Account by the Servicer, other
      than with respect to the Securities Administrator any funds held by it or on
      behalf of the Trustee in accordance with Sections 3.23, 3.24, and 5.07 of
      this Agreement.

     

    SECTION
      9.04. Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05. Fees
      and
      Expenses of Trustee, Custodian and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, and of the Custodian
      under the Custodial Agreement shall be paid in accordance with a side letter
      agreement with the Master Servicer and at the sole expense of the Master
      Servicer. In addition, the Trustee, the Securities Administrator, the Custodian
      and any director, officer, employee or agent of the Trustee, the Securities
      Administrator and the Custodian shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred by the Trustee, the Custodian or the Securities
      Administrator in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Swap Agreement and any and all other agreements related
      hereto, other than any loss, liability or expense (i) solely with respect to
      the
      Trustee, for which the Trustee is indemnified by the Master Servicer or the
      Servicer, (ii) that constitutes a specific liability of the Trustee or the
      Securities Administrator, as applicable, pursuant to Section 11.01(g) of
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator, as applicable, or
      by
      reason of reckless disregard of its obligations and duties hereunder. In no
      event shall the Trustee, Custodian, Master Servicer or the Securities
      Administrator be liable for special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits), even if it
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action. The Master Servicer agrees to indemnify the Trustee, from, and hold
      the Trustee harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by the Trustee by reason of
      the Master Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Master
      Servicer’s reckless disregard of its obligations and duties under this
      Agreement. In addition, the Sponsor agrees to indemnify the Trustee for, and
      to
      hold the Trustee harmless against, any loss, liability or expense arising out
      of, or in connection with, the provisions set forth in the last paragraph of
      Section 2.01 of this Agreement, including, without limitation, all costs,
      liabilities and expenses (including reasonable legal fees and expenses) of
      investigating and defending itself against any claim, action or proceeding,
      pending or threatened, relating to the provisions of such paragraph. The
      indemnities in this Section 9.05 shall survive the termination or discharge
      of this Agreement and the resignation or removal of the Master Servicer, the
      Trustee, the Securities Administrator or the Custodian. Any payment under this
      Section 9.05 made by the Master Servicer to the Trustee in respect of the
      Trustee’s fees or the Master Servicer’s indemnification obligation to the
      Trustee shall be from the Master Servicer’s own funds, without reimbursement
      from REMIC I therefor.

     


    
      
        
        

      

      
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    SECTION
      9.06. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor, the Master Servicer
      or
      any Affiliate of the foregoing) organized and doing business under the laws
      of
      any state or the United States of America, authorized under such laws to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 (or a member of a bank holding company whose capital and
      surplus is at least $50,000,000) and subject to supervision or examination
      by
      federal or state authority. If such corporation or association publishes reports
      of conditions at least annually, pursuant to law or to the requirements of
      the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07 of this Agreement.

     


    
      
        
        

      

      
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    Additionally,
      the Securities Administrator (i) may not be an originator, Servicer, the
      Depositor or an affiliate of the Depositor unless the Securities Administrator
      is in an institutional trust department, (ii) must be authorized to exercise
      corporate trust powers under the laws of its jurisdiction of organization,
      and
      (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency,
      or
      the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
      a rating confirmation). If no successor securities administrator shall have
      been
      appointed and shall have accepted appointment within 60 days after Wells Fargo
      Bank, National Association, as Securities Administrator, ceases to be the
      securities administrator pursuant to this Section 9.06, then the Trustee
      shall petition any court of competent jurisdiction, at the expense of the Trust,
      for the appointment of a successor securities administrator which satisfies
      the
      eligibility criteria set forth herein. The Trustee shall notify the Rating
      Agencies of any change of Securities Administrator.

     

    SECTION
      9.07. Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     


    
      
        
        

      

      
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    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.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.07 shall also be
      required to serve as successor supplemental interest trust trustee.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    SECTION
      9.08. Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 of this Agreement shall execute, acknowledge and deliver to
      the Depositor and its predecessor trustee or predecessor securities
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator shall become effective and such successor trustee or successor
      securities administrator without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      or
      securities administrator herein. The predecessor trustee or predecessor
      securities administrator shall deliver to the successor trustee or successor
      securities administrator all Mortgage Loan Documents and related documents
      and
      statements to the extent held by it hereunder, as well as all monies, held
      by it
      hereunder, and the Depositor and the predecessor trustee or predecessor
      securities administrator shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for more fully and certainly vesting
      and confirming in the successor trustee or successor securities administrator
      all such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.06 and the appointment of such successor
      trustee or successor securities administrator shall not result in a downgrading
      of any Class of Certificates by any Rating Agency, as evidenced by a letter
      from
      each Rating Agency.

     


    
      
        
        

      

      
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    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    SECTION
      9.09. Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06 of this Agreement,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      9.10. Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     


    
      
        
        

      

      
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    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    SECTION
      9.11. Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    SECTION
      9.12. Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer 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.

     


    
      
        
        

      

      
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    (v) It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    (vi) No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     


    
      
        
        

      

      
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    ARTICLE
      X


    TERMINATION

     

    SECTION
      10.01. Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a) Subject
      to Section 10.02 of this Agreement, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicer and the Trustee (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      of this Agreement and of the Servicer to make remittances to the Securities
      Administrator and the Securities Administrator to make payments in respect
      of
      the REMIC I Regular Interests, REMIC II Regular Interests or the Classes of
      Certificates as hereinafter set forth) shall terminate upon payment to the
      Certificateholders and the deposit of all amounts held by or on behalf of the
      Trustee and required hereunder to be so paid or deposited on the Distribution
      Date coinciding with or following the earlier to occur of (i) the purchase
      by
      the Master Servicer of all Mortgage Loans and each REO Property remaining in
      REMIC I and (ii) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC
      I;
      provided, however, that in no event shall the trust created hereby continue
      beyond the earlier of (i) the expiration of 21 years from the death of the
      last
      survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
      United States to the Court of St. James, living on the date hereof and (ii)
      the
      Last Scheduled Distribution Date. The purchase by the Master Servicer of all
      Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
      (the “Termination Price”) equal to the sum of (i) the greater of (A) the
      aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus
      the
      appraised value of each REO Property, if any, included in REMIC I, such
      appraisal to be conducted by an appraiser mutually agreed upon by the Master
      Servicer and the Trustee in their reasonable discretion and (B) the aggregate
      fair market value of all of the assets of REMIC I (as determined by the Master
      Servicer and the Trustee, as of the close of business on the third Business
      Day
      next preceding the date upon which notice of any such termination is furnished
      to Certificateholders pursuant to the third paragraph of this Section 10.01),
      (ii) any amounts due and owing to the Swap Provider under the Swap Agreement
      and
      any previous swap provider as of the termination date (including a Swap
      Termination Payment owed to the Swap Provider in connection with such optional
      termination) plus (iii) any amounts due the Servicer and the Master Servicer
      in
      respect of unpaid Servicing Fees, Master Servicing Fees and outstanding P&I
      Advances and Servicing Advances. 

     

    (b) The
      Master Servicer shall have the right to purchase all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I pursuant to clause (i) of the preceding
      paragraph no later than the Determination Date in the month immediately
      preceding the Distribution Date on which the Certificates will be retired;
      provided, however, that the Master Servicer may elect to purchase all of the
      Mortgage Loans on a servicing retained basis and each REO Property remaining
      in
      REMIC I pursuant to clause (i) above only if the aggregate Scheduled Principal
      Balance of the Mortgage Loans and each REO Property remaining in the Trust
      Fund
      at the time of such election is reduced to less than or equal to 10% of the
      aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
      Date. By acceptance of the Residual Certificates, the Holder of the Residual
      Certificates agrees, in connection with any termination hereunder, to assign
      and
      transfer any portion of the Termination Price in excess of par, and to the
      extent received in respect of such termination, to pay any such amounts to
      the
      Holders of the Class CE Certificates

     


    
      
        
        

      

      
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    (c) In
      connection with any optional termination, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(f),
      the Securities Administrator shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision of
      the
      Swap Agreement and by phone from the Swap Provider the amount of the Estimated
      Swap Termination Payment (as defined in the Swap Agreement). The Swap Provider
      shall, no later than 2:00 pm on the following Business Day, notify in writing
      (which may be done in electronic format) the Securities Administrator of the
      amount of the Estimated Swap Termination Payment; the Securities Administrator
      shall promptly on the same day notify the Master Servicer of the amount of
      the
      Estimated Swap Termination Payment.

     

    (d) Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.01(f), (i) the Master Servicer shall, no later
      than 1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Termination Price (other than
      the
      Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii)
      if the Securities Administrator shall have determined that the aggregate
      Scheduled Principal Balance of all of the Mortgage Loans as of the related
      Determination Date is not more than 10% of the aggregate Principal Balance
      of
      the Mortgage Loans as of the Cut-off Date and that all other requirements of
      the
      optional termination have been met, including without limitation, the deposit
      required pursuant to the immediately preceding clause (i) as well as the
      requirements specified in Section 10.03, then the Securities Administrator
      shall, on the same Business Day, provide written notice to the Depositor, the
      Master Servicer, the Servicer, the Supplemental Interest Trust Trustee, the
      Trustee and the Swap Provider confirming (in accordance with the applicable
      provisions of the Swap Agreement) (a) its receipt of the Termination Price
      (other than the Swap Termination Payment) and the Estimated Swap Termination
      Payment and (b) that all other requirements of the optional termination have
      been met. Upon the Securities Administrator’s providing the notice described in
      the preceding sentence, the optional termination shall become irrevocable,
      the
      notice to Certificateholders of such optional termination provided pursuant
      to
      the Section 10.01(f) shall become unrescindable, the Swap Provider shall
      determine the Swap Termination Payment in accordance with the Swap Agreement,
      and the Swap Provider shall provide to the Securities Administrator written
      notice of the amount of the Swap Termination Payment not later than one Business
      Day prior to the final Distribution Date specified in the notice required
      pursuant to Section 10.01(f).

     

    (e) In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from the Distribution Account on
      the
      related final Distribution Date and distributed as follows: (i) to the
      Supplemental Interest Trust for payment to the Swap Provider in accordance
      with
      Section 5.07, an amount equal to the Swap Termination Payment calculated
      pursuant to the Swap Agreement, provided that in no event shall the amount
      distributed to the Swap Provider in respect of the Swap Termination Payment
      exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer
      an amount equal to the excess, if any, of the Estimated Swap Termination Payment
      over the Swap Termination Payment. The Swap Termination Payment shall not be
      part of any REMIC and shall not be paid into any account which is part of any
      REMIC.

     


    
      
        
        

      

      
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    (f) Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Master Servicer, not earlier than the 15th day and not
      later
      than the 25th day of the month next preceding the month of the final
      distribution on the Certificates or (b) otherwise during the month of such
      final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which the Trust Fund will terminate
      and the final payment in respect of the REMIC I Regular Interests or the
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I Regular Interests or Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Securities Administrator. In the event such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Master Servicer, the Master
      Servicer shall deliver to the Securities Administrator for deposit in the
      Distribution Account not later than the Business Day prior to the Distribution
      Date on which the final distribution on the Certificates an amount in
      immediately available funds equal to the above-described Termination Price.
      The
      Securities Administrator shall remit to the Servicer, the Master Servicer,
      the
      Trustee and the Custodian from such funds deposited in the Distribution Account
      (i) any amounts which the Servicer would be permitted to withdraw and retain
      from the Collection Account pursuant to Section 3.09 of this Agreement, as
      applicable, as if such funds had been deposited therein (including all unpaid
      Servicing Fees, Master Servicing Fees and all outstanding P&I Advances and
      Servicing Advances) and (ii) any other amounts otherwise payable by the
      Securities Administrator to the Master Servicer, the Trustee, the Custodian,
      the
      Servicer and the Swap Provider from amounts on deposit in the Distribution
      Account pursuant to the terms of this Agreement prior to making any final
      distributions pursuant to Section 10.01(e) below. Upon certification to the
      Trustee by the Securities Administrator of the making of such final deposit,
      the
      Trustee shall promptly release or cause to be released to the Master Servicer
      the Mortgage Files for the remaining Mortgage Loans, and Trustee shall execute
      all assignments, endorsements and other instruments delivered to it and
      necessary to effectuate such transfer.

     

    (g) Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 5.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 10.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Securities Administrator
      shall mail a second notice to the remaining non-tendering Certificateholders
      to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto. If within one year after the second notice
      all such Certificates shall not have been surrendered for cancellation, the
      Securities Administrator shall, directly or through an agent, mail a final
      notice to the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the trust funds. If within one (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      No
      interest shall accrue or be payable to any Certificateholder on any amount
      held
      in trust by the Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     


    
      
        
        

      

      
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    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Master Servicer purchases all the Mortgage Loans and each REO
      Property or the final payment on or other liquidation of the last Mortgage
      Loan
      or REO Property remaining in REMIC I pursuant to Section 10.01, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to Treasury regulation Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder, as evidenced by an Opinion of Counsel obtained by and
      at
      the expense of the Master Servicer;

     

    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Master Servicer for cash; and

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    (b) At
      the
      expense of the Master Servicer (or, if the Trust Fund is being terminated as
      a
      result of the occurrence of the event described in clause (ii) of the first
      paragraph of Section 10.01, at the expense of the Trust Fund), the Master
      Servicer shall prepare or cause to be prepared the documentation required in
      connection with the adoption of a plan of liquidation of each Trust REMIC
      pursuant to this Section 10.02.

     


    
      
        
        

      

      
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    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     


    
      
        
        

      

      
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    ARTICLE
      XI


    REMIC
      PROVISIONS

     

    SECTION
      11.01. REMIC
      Administration.

     

    (a) The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator on Form 1066 or other appropriate
      federal tax or information return or any appropriate state return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      “residual interests” in REMIC I. For the purposes of the REMIC election in
      respect of REMIC II, the REMIC II Regular Interests shall be designated as
      the
      Regular Interests in REMIC II and the Class R-II Interest shall be designated
      as
      the “residual interests” in REMIC II. The Class A Certificates, the Mezzanine
      Certificates, the Class P Certificates, the Class IO Interest and the Class
      CE
      Certificates (exclusive of any right to receive payments from or obligation
      to
      make payments to the Reserve Fund or the Supplemental Interest Trust) shall
      be
      designated as the Regular Interests in REMIC III and the Class R-III Interest
      shall be designated as the Residual Interests in REMIC III. The Trustee shall
      not permit the creation of any “interests” in each Trust REMIC (within the
      meaning of Section 860G of the Code) other than the REMIC I Regular
      Interests, the REMIC II Regular Interests, the Class IO Interest and the
      interests represented by the Certificates.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     


    
      
        
        

      

      
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    (e) The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) result in the imposition of a tax upon the Trust Fund (including but not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC
      Event”) unless such action or inaction is permitted under this Agreement or the
      Trustee and the Securities Administrator have received an Opinion of Counsel,
      addressed to the them (at the expense of the party seeking to take such action
      but in no event at the expense of the Trustee or the Securities Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      (iii)
      shall the Securities Administrator take or fail to take any action (whether
      or
      not authorized hereunder) as to which the Trustee has advised it in writing
      that
      it has received an Opinion of Counsel to the effect that an Adverse REMIC Event
      could occur with respect to such action; provided that the Securities
      Administrator may conclusively rely on such Opinion of Counsel and shall incur
      no liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel (and conclusively rely upon the advice of
      such
      counsel) to make such written advice, and the cost of same shall be borne by
      the
      party seeking to take the action not permitted by this Agreement, but in no
      event shall such cost be an expense of the Trustee.

     


    
      
        
        

      

      
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    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trustee pursuant to Section 11.03 of this Agreement, if
      such tax arises out of or results from a breach by the Trustee of any of its
      obligations under this Article XI, (ii) to the Securities Administrator pursuant
      to Section 11.03, if such tax arises out of or results from a breach by the
      Securities Administrator of any of its obligations under this Article XI, (iii)
      to the Master Servicer pursuant to Section 11.03 of this Agreement, if such
      tax arises out of or results from a breach by the Master Servicer of any of
      its
      obligations under Article IV or under this Article XI, (iv) to the Servicer
      pursuant to Section 11.03 of this Agreement, if such tax arises out of or
      results from a breach by the Servicer of any of its obligations under Article
      III or under this Article XI, or (v) in all other cases, against amounts on
      deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i) Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with
      Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      related REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or subject such REMIC to any tax under the REMIC Provisions
      or
      other applicable provisions of federal, state and local law or
      ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k) The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    SECTION
      11.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or the Trustee shall sell, dispose of or substitute for any of the Mortgage
      Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
      the termination of REMIC I pursuant to Article X of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II of this Agreement), nor acquire any assets
      for any Trust REMIC (other than REO Property acquired in respect of a defaulted
      Mortgage Loan), nor sell or dispose of any investments in the Collection Account
      or the Distribution Account for gain, nor accept any contributions to any Trust
      REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an
      Opinion of Counsel, addressed to the Trustee and the Securities Administrator
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee) that such sale, disposition, substitution, acquisition or contribution
      will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
      cause any Trust REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     


    
      
        
        

      

      
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    SECTION
      11.03. Indemnification.

     

    (a) The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the Servicer
      including, without limitation, any reasonable attorneys fees imposed on or
      incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicer as a result of the Trustee’s failure to perform
      its covenants set forth in this Article XI in accordance with the standard
      of
      care of the Trustee set forth in this Agreement.

     

    (b) The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator and the Trustee for any taxes and costs including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred by the
      Trust Fund, the Depositor, the Master Servicer, the Securities Administrator
      or
      the Trustee, as a result of the Servicer’s failure to perform its covenants set
      forth in Article III in accordance with the standard of care of the Servicer
      set
      forth in this Agreement.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee, as a result of the Master Servicer’s
      failure to perform its covenants set forth in Article IV in accordance with
      the
      standard of care of the Master Servicer set forth in this
      Agreement.

     

    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicer or the Trustee including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Securities Administrator set forth
      in this Agreement.

     


    
      
        
        

      

      
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    ARTICLE
      XII


    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Master Servicer, the Securities Administrator and the Trustee but without the
      consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
      (ii) to correct, modify or supplement any provisions herein (including to give
      effect to the expectations of Certificateholders), (iii) to ensure compliance
      with Regulation AB or (iv) to make any other provisions with respect to matters
      or questions arising under this Agreement which shall not be inconsistent with
      the provisions of this Agreement and that such action shall not, as evidenced
      by
      an Opinion of Counsel delivered to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Master Servicer, the Securities Administrator and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders of Certificates; provided, however, that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate without the consent of the Holder of such Certificate, (ii)
      adversely affect in any material respect the interests of the Holders of any
      Class of Certificates in a manner, other than as described in (i), without
      the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, or (iii) modify the consents required
      by the immediately preceding clauses (i) and (ii) without the consent of the
      Holders of all Certificates then outstanding. Notwithstanding any other
      provision of this Agreement, for purposes of the giving or withholding of
      consents pursuant to this Section 12.01, Certificates registered in the
      name of the Depositor or the Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require
      the consent of any Certificateholder and without the need for any Opinion of
      Counsel or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment is permitted hereunder, that all
      conditions precedent to the execution of such amendment have been satisfied,
      and
      that such amendment will not result in the imposition of any tax on any Trust
      REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificates are
      outstanding.

     


    
      
        
        

      

      
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    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance thereof.
      The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    Notwithstanding
      any of the other provisions of this Section 12.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      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.

     

    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor at the expense
      of
      the Certificateholders, but only upon direction of the Trustee accompanied
      by an
      Opinion of Counsel (which Opinion of Counsel shall not be at the expense of
      the
      Trustee) to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     


    
      
        
        

      

      
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    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder. and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General
      Obligations Law which shall govern.

     

    SECTION
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in the case of the Depositor, ACE Securities Corp.,
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362), with a
      copy
      to Deutsche Bank Securities, Inc., 60 Wall Street, New York, New York,
      Attention: Legal Department (telecopy number: (212) 797-4561),or such other
      address or telecopy number as may hereafter be furnished to the Servicer, the
      Master Servicer, the Securities Administrator and the Trustee in writing by
      the
      Depositor, (b) in the case of the Master Servicer and the Securities
      Administrator, P.O. Box 98, Columbia, Maryland 21046 and for overnight delivery
      to 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Ace Securities
      Corp., 2007-HE3 (telecopy number: (410) 715-2380), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Depositor
      and
      the Servicer in writing by the Master Servicer or the Securities Administrator,
      (c) in the case of the Trustee, at the Corporate Trust Office or such other
      address or telecopy number as the Trustee may hereafter be furnish to the
      Servicer, the Master Servicer, the Securities Administrator and the Depositor
      in
      writing by the Trustee and (d) in the case of the Servicer, Wells Fargo Bank,
      National Association, One Home Campus, Des Moines, Iowa, 50328-0001, Attention:
      John Brown MAC# X2303-033, Facsimile No. (515) 324-3118, with a copy to: Wells
      Fargo Bank, N.A., 1 Home Campus, Des Moines, Iowa, 50328-0001, Attention:
      General Counsel MAC# X2401-06T, or such other address or telecopy number as
      may
      hereafter be furnished to the Trustee, the Master Servicer, the Securities
      Administrator and the Depositor in writing by the Servicer. Any notice required
      or permitted to be given to a Certificateholder shall be given by first class
      mail, postage prepaid, at the address of such Holder as shown in the Certificate
      Register. Any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given when mailed, whether
      or
      not the Certificateholder receives such notice. A copy of any notice required
      to
      be telecopied hereunder also shall be mailed to the appropriate party in the
      manner set forth above.

     


    
      
        
        

      

      
        230

        
          

        

      

      
        
        

      

    


    


     

    SECTION
      12.06. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      12.07. Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     


    
      
        
        

      

      
        231

        
          

        

      

      
        
        

      

    


    


     

    3. The
      resignation or termination of the Servicer, the Master Servicer or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03 of this Agreement;

     

    5. The
      final
      payment to the Holders of any Class of Certificates; 

     

    6. Any
      change in the location of the Distribution Account; and

     

    7. Any
      even
      that would result in the inability of the Trustee as successor to the Servicer
      hereunder to make advances regarding delinquent Mortgage Loans.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    The
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    1. Each
      annual statement of compliance described in Section 3.17 of this Agreement;
      and

     

    2. Each
      assessment of compliance and attestation report described in Section 3.18
      of this Agreement.

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service to Standard &
Poor’s, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041; and to Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, or such other addresses as the Rating Agencies may
      designate in writing to the parties hereto.

     

    SECTION
      12.08. Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      12.09. Grant
      of
      Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, then, (a) it is the express intent of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
      Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be
      deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust
      and
      for the benefit of the Certificateholders, of a security interest in all of
      the
      Depositor’s right, title and interest in and to the Mortgage Loans and all
      amounts payable to the holders of the Mortgage Loans in accordance with the
      terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of
      the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account and the Distribution Account,
      whether in the form of cash, instruments, securities or other property; (3)
      the
      obligations secured by such security agreement shall be deemed to be all of
      the
      Depositor’s obligations under this Agreement, including the obligation to
      provide to the Certificateholders the benefits of this Agreement relating to
      the
      Mortgage Loans and the Trust Fund; and (4) notifications to persons holding
      such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
      behalf of the Trust and for the benefit of the Certificateholders, a security
      interest in the Mortgage Loans and all other property described in clause (2)
      of
      the preceding sentence, for the purpose of securing to the Trustee the
      performance by the Depositor of the obligations described in clause (3) of
      the
      preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the
      conveyance pursuant to Section 2.01 to be a true, absolute and
      unconditional sale of the Mortgage Loans and assets constituting the Trust
      Fund
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders.

     


    
      
        
        

      

      
        232

        
          

        

      

      
        
        

      

    


    


     

    SECTION
      12.10. Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11. Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.19, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
      amended from time to time and subject to clarification and interpretive advice
      as may be issued by the staff of the Commission from time to time. Therefore,
      each of the parties agrees that (a) the obligations of the parties hereunder
      shall be interpreted in such a manner as to accomplish that purpose, (b) the
      parties’ obligations hereunder will be supplemented and modified as necessary to
      be consistent with any such amendments, interpretive advice or guidance,
      convention or consensus among active participants in the asset-backed securities
      markets, advice of counsel, or otherwise in respect of the requirements of
      Regulation AB and (c) the parties shall comply with requests made by the Master
      Servicer, Securities Administrator, Sponsor or the Depositor for delivery of
      additional or different information as the Master Servicer, Securities
      Administrator, Sponsor or the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB.

     


    
      
        
        

      

      
        233

        
          

        

      

      
        
        

      

    


     

     

    SECTION
      12.12. Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator, Servicer and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator
      and the Depositor, respectively, and each of its directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such party of any if its obligations under hereunder, including
      particularly its obligations to provide any assessment of compliance,
      attestation report, annual statement of compliance or any information, data
      or
      materials required to be included in any 1934 Act report, (b) any material
      misstatement or omission in any information, data or materials provided by
      such
      party (or, in the case of the Securities Administrator or Master Servicer,
      any
      material misstatement or material omission in (i) any assessment of compliance,
      attestation report or annual statement of compliance delivered by it, or by
      any
      Servicing Function Participant engaged by it, pursuant to this Agreement, or
      (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
      Form 8-K Disclosure concerning the Master Servicer or the Securities
      Administrator), or (c) the negligence, bad faith or willful misconduct of such
      indemnifying party in connection with its performance hereunder. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Master Servicer, the Securities Administrator or the Depositor,
      as
      the case may be, then each such party agrees that it shall contribute to the
      amount paid or payable by the Master Servicer, the Securities Administrator
      or
      the Depositor, as applicable, as a result of any claims, losses, damages or
      liabilities incurred by such party in such proportion as is appropriate to
      reflect the relative fault of the indemnified party on the one hand and the
      indemnifying party on the other. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    SECTION
      12.13. Swap
      Provider as a Third Party Beneficiary.

     

    The
      Swap
      Provider shall be deemed a third party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    



    
      
        
        

      

      
        234

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the
      Securities Administrator and the Trustee have caused their names to be signed
      hereto by their respective officers thereunto duly authorized, in each case
      as
      of the day and year first above written.

     

    ACE
      SECURITIES CORP.,

    as
      Depositor

     

     

    By:
      /s/
      Evelyn Echevaria

    Name:
      Evelyn Echevaria

    Title:
      Vice President 

     

     

    By:
      /s/
      Doris J. Hearn

    Name:
      Doris J. Hearn

    Title:
      Vice President

     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    as
      Servicer

     

     

    By:
      /s/
      Laurie McGoogan

    Name:
      Laurie McGoogan

    Title:
      Vice President

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    not
      in
      its individual capacity but solely as Trustee

     

     

    By:
      /s/
      Fernando Acebedo

    Name:
      Fernando Acebedo

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    as
      Master
      Servicer and Securities Administrator

     

     

    By:
      /s/
      Carla S. Walker

    Name:
      Carla S. Walker

    Title:
      Vice President

     

     

    Acknowledged
      and Agreed for purposes of Section 9.05:

     

     

    DB
      STRUCTURED PRODUCTS, INC

     

     

    By:
      /s/
      Rika Yano

    Name:
      Rika Yano

    Title:
      Vice President

     

     

    By:
      /s/
      Susan Valenti

    Name:
      Susan Valenti

    Title:
      Director

     

     

    Acknowledged
      and Agreed for purposes of Sections 7.08, 7.09 and
      7.10:

     

     

    CLAYTON
      FIXED INCOME SERVICES INC. 

     

     

    By:
      /s/
      Kevin J. Kanouff

    Name:
      Kevin J. Kanouff

    Title:
      President and General Counsel

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

    On
      the
      15th day of March 2007, before me, a notary public in and for said State,
      personally appeared Evelyn Echevaria known to me to be a Vice President of
      ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said corporation,
      and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

     

    
      	 	
              /s/
                Cynthia A.
                Reames                  
                

              Notary
                Public

            
	 	 
	 	 
	[Notarial Seal]	My commission expires 7-4-2011
	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

    On
      the
      15th day of March 2007, before me, a notary public in and for said State,
      personally appeared Doris J. Hearn known to me to be a Vice President of ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said corporation,
      and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

       

      
        	 	
                /s/
                  Cynthia A.
                  Reames                  
                  

                Notary
                  Public

              
	 	 
	 	 
	[Notarial Seal]	My commission expires 7-4-2011
	 	 


      

    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

    On
      the
      22nd day of March 2007, before me, a notary public in and for said State,
      personally appeared Laurie McGoogan known to me to be a Vice President of Wells
      Fargo Bank, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said national banking association, and acknowledged to me that such national
      banking association executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
       

      
        	 	
                /s/
                  Kathy E.
                  Curtis                  
                  

                Notary
                  Public

              
	 	 
	 	 
	[Notarial Seal]	My commission expires:
                11-29-2009
	 	 


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

    On
      the
      22nd day of March 2007, before me, a notary public in and for said State,
      personally appeared Carla S. Walker known to me to be a Vice President of Wells
      Fargo Bank, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said limited liability company, and acknowledged to me that such limited
      liability company executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

     

    
      
         

        
          	 	
                  /s/
                    Darron C.
                    Woodus                  
                    

                  Notary
                    Public

                
	 	 
	 	 
	[Notarial Seal]	My commission expires 12-6-2008
	 	 


        

      

    

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

    On
      the
      22nd day of March 2007, before me, a notary public in and for said State,
      personally appeared Fernando Acebedo known to me to be a Vice President of
      HSBC
      Bank USA, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said national banking association, and acknowledged to me that such national
      banking association executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

     

    
      
        
           

          
            	 	
                    /s/
                      Doris
                      Wong                  
                      

                    Notary
                      Public

                  
	 	 
	 	 
	[Notarial Seal]	My commission expires: 8-7-2010
	 	 


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        EXHIBIT
          A-1

         

        FORM
          OF
          CLASS A-[1][2A][2B][2C][2D] CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
          EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
          OF
          CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
          TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
          PERSON
          IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
          HEREIN.

         

        PRIOR
          TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
          THIS
          CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
          6.02(c)
          OF THE AGREEMENT REFERRED TO HEREIN.

         


        
          
            
            

          

          
            A-1-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Series
                    2007-HE3, Class A-[1][2A][2B][2C][2D]

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
                    Certificates as of the Issue Date: $_____________

                
	 	 	 
	
                  Pass-Through
                    Rate: Variable

                	 	
                  Denomination:
                    $____________

                
	 	 	 
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date:

                  February
                    1, 2007

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: March 26, 2007

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No.
                    __

                	 	
                  Issue
                    Date: March [___], 2007

                
	 	 	 
	 	 	
                  CUSIP:
                    ________________

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE3

        ASSET
          BACKED PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family, first and second
          lien,
          fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
          by

         

        ACE
          SECURITIES CORP.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
          CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR,
          THE
          SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
          CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR
          INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that ________________ is the registered owner of a Percentage
          Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D] Certificates
          as
          of the Issue Date) in that certain beneficial ownership interest evidenced
          by
          all of the Class A-[1][2A][2B][2C][2D] Certificates in REMIC III created
          pursuant to a Pooling and Servicing Agreement, dated as specified above
          (the
“Agreement”), among ACE Securities Corp. as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
          Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”), securities
          administrator (the “Securities Administrator”) and servicer (the “Servicer”) and
          HSBC Bank USA, National Association as trustee (the “Trustee”), a summary of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         


        
          
            
            

          

          
            A-1-2

            
              

            

          

          
            
            

          

        


        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following such 25th
          day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
          to the Person in whose name this Certificate is registered on the Business
          Day
          immediately preceding such Distribution Date (the “Record Date”), in an amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class
          A-[1][2A][2B][2C][2D] Certificates on such Distribution Date pursuant to
          the
          Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by the Securities Administrator by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Securities Administrator in writing
          at
          least five (5) Business Days prior to the Record Date immediately prior
          to such
          Distribution Date and is the registered owner of Class A-[1][2A][2B][2C][2D]
          Certificates the aggregate initial Certificate Principal Balance of which
          is in
          excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
          initial Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
          Certificates, or otherwise by check mailed by first class mail to the address
          of
          the Person entitled thereto, as such name and address shall appear on the
          Certificate Register. Notwithstanding the above, the final distribution
          on this
          Certificate will be made after due notice by the Securities Administrator
          of the
          pendency of such distribution and only upon presentation and surrender
          of this
          Certificate at the office or agency appointed by the Securities Administrator
          for that purpose as provided in the Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be a rate per annum
          equal to
          the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
          Distribution Date through and including the Distribution Date on which
          the
          aggregate principal balance of the Mortgage Loans (and properties acquired
          in
          respect thereof) remaining in the Trust Fund as of the last day of the
          related
          Due Period has been reduced to less than or equal to 10% of the aggregate
          principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month
          LIBOR plus [_____]%, in the case of any Distribution Date thereafter and
          (ii)
          the applicable Net WAC Pass-Through Rate for such Distribution
          Date.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans and payments received pursuant
          to the
          Swap Agreement and the Cap Contracts as applicable, all as more specifically
          set
          forth herein and in the Agreement. As provided in the Agreement, withdrawals
          from the Collection Account and the Distribution Account may be made from
          time
          to time for purposes other than distributions to Certificateholders, such
          purposes including reimbursement of advances made, or certain expenses
          incurred,
          with respect to the Mortgage Loans. 

         


        
          
            
            

          

          
            A-1-3

            
              

            

          

          
            
            

          

        


        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, the Securities Administrator, the Servicer
          and the
          rights of the Certificateholders under the Agreement at any time by the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator
          and
          the Servicer with the consent of the Swap Provider (with respect to matters
          affecting the Swap Agreement) and the Holders of Certificates entitled
          to at
          least 66% of the Voting Rights. Any such consent by the Holder of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange herefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Securities Administrator as provided in the Agreement,
          duly endorsed by, or accompanied by an assignment in the form below or
          other
          written instrument of transfer in form satisfactory to the Securities
          Administrator duly executed by the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, the Certificates are exchangeable for new Certificates
          of the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Securities Administrator may require payment of a
          sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
          the
          Securities Administrator or the Servicer may treat the Person in whose
          name this
          Certificate is registered as the owner hereof for all purposes, and none
          of the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer nor any such agent shall be affected by notice to the
          contrary.

        

          
            
              
              

            

            
              A-1-4

              
                

              

            

            
              
              

            

          

        

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Securities Administrator and required to be paid to them pursuant to the
          Agreement following the earlier of (i) the final payment or other liquidation
          (or any advance with respect thereto) of the last Mortgage Loan remaining
          in
          REMIC I and (ii) the purchase by the party designated in the Agreement
          at a
          price determined as provided in the Agreement from REMIC I of all the Mortgage
          Loans and all property acquired in respect of such Mortgage Loans. The
          Agreement
          permits, but does not require, the party designated in the Agreement to
          purchase
          from REMIC I all the Mortgage Loans and all property acquired in respect
          of any
          Mortgage Loan at a price determined as provided in the Agreement. The exercise
          of such right will effect early retirement of the Certificates; however,
          such
          right to purchase is subject to the aggregate Scheduled Principal Balance
          of the
          Mortgage Loans (and properties acquired in respect thereof) at the time
          of
          purchase being less than or equal to 10% of the aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and
          neither the Trustee nor the Securities Administrator assumes any responsibility
          for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Securities
          Administrator, by manual signature, this Certificate shall not be entitled
          to
          any benefit under the Agreement or be valid for any purpose.

         


        
          
            
            

          

          
            A-1-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


        


        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class A-[1][2A][2B][2C][2D] Certificates referred to in the
          within-mentioned Agreement.

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         


        
          
            
            

          

          
            A-1-6

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                       Custodian      

                  (Cust)
                    (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  ________________

                  (State)

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	 
	 	 	 	 
	
                  Additional
                    abbreviations may also be used though not in the above
                    list.

                


        

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to ____%
          evidenced by the within Asset Backed Pass-Through Certificate and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          ________________________________________________

        
          	 	 	
                  .

                


        

        


         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-1-7

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        

          
            
              
              

            

            
              A-1-8

              
                

              

            

            
              
              

            

          



        EXHIBIT
          A-2

         

        FORM
          OF
          CLASS M-[1][2][3][4][5][6][7][8][9] CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
          EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
          OF
          CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
          TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
          PERSON
          IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
          HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1
          CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES[,/AND] CLASS M-3 CERTIFICATES
          [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS M-5 CERTIFICATES [,/AND] CLASS
          M-6
          CERTIFICATES [,/AND] CLASS M-7 CERTIFICATES [AND] CLASS M-8 CERTIFICATES]
          TO THE
          EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

         

        ANY
          TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
          SET
          FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
          HEREIN.

         

        THE
          CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
          THE
          PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
          IN
          THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
          OF
          THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
          WILL BE
          DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
          MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
          ADMINISTRATOR NAMED HEREIN.

         


        
          
            
            

          

          
            A-2-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Series
                    2007-HE3, Class M-[1][2][3][4][5][6][7][8][9]

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9]
                    Certificates as of the Issue Date: $______________

                
	 	 	 
	
                  Pass-Through
                    Rate: Variable

                	 	
                  Denomination:
                    $______________

                
	 	 	 
	
                  Date
                    of Pooling and Servicing Agreement 

                  and
                    Cut-off Date: February 1, 2007

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: March 26, 2007

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No.___

                	 	
                  Issue
                    Date: March [__], 2007

                
	 	 	 
	 	 	
                  CUSIP:_________________

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE3

        ASSET
          BACKED PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family, first and second
          lien,
          fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
          by

         

        ACE
          SECURITIES CORP.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
          CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR,
          THE
          SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
          CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR
          INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that _____________________ is the registered owner of a Percentage
          Interest (obtained by dividing the denomination of this Certificate by
          the
          aggregate Certificate Principal Balance of the Class
          M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date) in that
          certain
          beneficial ownership interest evidenced by all of the Class
          M-[1][2][3][4][5][6][7][8][9] Certificates in REMIC III created pursuant
          to a
          Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
          among ACE Securities Corp. as depositor (hereinafter called the “Depositor”,
          which term includes any successor entity under the Agreement), Wells Fargo
          Bank,
          N.A. as master servicer (the “Master Servicer”), securities administrator (the
“Securities Administrator”) and servicer (the “Servicer”) and HSBC Bank USA,
          National Association as trustee (the “Trustee”), a summary of certain of the
          pertinent provisions of which is set forth hereafter. To the extent not
          defined
          herein, the capitalized terms used herein have the meanings assigned in
          the
          Agreement. This Certificate is issued under and is subject to the terms,
          provisions and conditions of the Agreement, to which Agreement the Holder
          of
          this Certificate by virtue of the acceptance hereof assents and by which
          such
          Holder is bound.

         


        
          
            
            

          

          
            A-2-2

            
              

            

          

          
            
            

          

        


        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following such 25th
          day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
          to the Person in whose name this Certificate is registered on the Business
          Day
          immediately preceding such Distribution Date (the “Record Date”), in an amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class
          M-[1][2][3][4][5][6][7][8][9] Certificates on such Distribution Date pursuant
          to
          the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by the Securities Administrator by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Securities Administrator in writing
          at
          least five (5) Business Days prior to the Record Date immediately prior
          to such
          Distribution Date and is the registered owner of Class
          M-[1][2][3][4][5][6][7][8][9] Certificates the aggregate initial Certificate
          Principal Balance of which is in excess of the lesser of (i) $5,000,000
          or (ii)
          two-thirds of the aggregate initial Certificate Principal Balance of the
          Class
          M-[1][2][3][4][5][6][7][8][9] Certificates, or otherwise by check mailed
          by
          first class mail to the address of the Person entitled thereto, as such
          name and
          address shall appear on the Certificate Register. Notwithstanding the above,
          the
          final distribution on this Certificate will be made after due notice by
          the
          Securities Administrator of the pendency of such distribution and only
          upon
          presentation and surrender of this Certificate at the office or agency
          appointed
          by the Securities Administrator for that purpose as provided in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall equal a rate per annum
          equal
          to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each
          Distribution Date through and including the Distribution Date on which
          the
          aggregate principal balance of the Mortgage Loans (and properties acquired
          in
          respect thereof) remaining in the Trust Fund as of the last day of the
          related
          Due Period has been reduced to less than or equal to 10% of the aggregate
          principal balance of the Mortgage Loans as of the Cut-off Date or One-Month
          LIBOR plus [____]%, in the case of any Distribution Date thereafter and
          (ii) the
          applicable Net WAC Pass-Through Rate for such Distribution Date.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans and payments received pursuant
          to the
          Swap Agreement and the Cap Contracts, all as more specifically set forth
          herein
          and in the Agreement. As provided in the Agreement, withdrawals from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         


        
          
            
            

          

          
            A-2-3

            
              

            

          

          
            
            

          

        


        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, the Securities Administrator, the Servicer
          and the
          rights of the Certificateholders under the Agreement at any time by the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator
          and
          the Servicer with the consent of the Swap Provider (with respect to matters
          affecting the Swap Agreement) and the Holders of Certificates entitled
          to at
          least 66% of the Voting Rights. Any such consent by the Holder of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange herefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Securities Administrator as provided in the Agreement,
          duly endorsed by, or accompanied by an assignment in the form below or
          other
          written instrument of transfer in form satisfactory to the Securities
          Administrator duly executed by the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, the Certificates are exchangeable for new Certificates
          of the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        Any
          transferee of this Certificate shall be deemed to make the representations
          set
          forth in Section 6.02(c) of the Agreement.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Securities Administrator may require payment of a
          sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
          the
          Securities Administrator or the Servicer may treat the Person in whose
          name this
          Certificate is registered as the owner hereof for all purposes, and none
          of the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer nor any such agent shall be affected by notice to the
          contrary.

         


        
          
            
            

          

          
            A-2-4

            
              

            

          

          
            
            

          

        


        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Securities Administrator and required to be paid to them pursuant to the
          Agreement following the earlier of (i) the final payment or other liquidation
          (or any advance with respect thereto) of the last Mortgage Loan remaining
          in
          REMIC I and (ii) the purchase by the party designated in the Agreement
          at a
          price determined as provided in the Agreement from REMIC I of all the Mortgage
          Loans and all property acquired in respect of such Mortgage Loans. The
          Agreement
          permits, but does not require, the party designated in the Agreement to
          purchase
          from REMIC I all the Mortgage Loans and all property acquired in respect
          of any
          Mortgage Loan at a price determined as provided in the Agreement. The exercise
          of such right will effect early retirement of the Certificates; however,
          such
          right to purchase is subject to the aggregate Scheduled Principal Balance
          of the
          Mortgage Loans (and properties acquired in respect thereof) at the time
          of
          purchase being less than or equal to 10% of the aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and
          neither the Trustee nor the Securities Administrator assume any responsibility
          for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Securities
          Administrator by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         


        
          
            
            

          

          
            A-2-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class M-[1][2][3][4][5][6][7][8][9] Certificates referred to
          in the
          within-mentioned Agreement.

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         


        
          
            
            

          

          
            A-2-6

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                       Custodian      

                  (Cust)
                    (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  ________________

                  (State)

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	 
	 	 	 	 
	
                  Additional
                    abbreviations may also be used though not in the above
                    list.

                


        

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 
	 	 


        

         (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to _____% evidenced by the within Asset Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          ______________________________________________________________                                    

        
          	 	 	
                  .

                


        

        


         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-2-7

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         



        
          
            
            

          

          
            A-2-8

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-3

         

        FORM
          OF
          CLASS CE CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
          CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
          HEREIN.

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
          HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
          BE
          REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
          WITH THE
          ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN
          THE
          MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
          OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
          THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
          (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
          MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
          ACT.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
          PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT AND
          COMPLIES WITH SECTION 6.02(g) OF THE AGREEMENT REFERRED TO
          HEREIN.

         

        


         


        
          
            
            

          

          
            A-3-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Series
                    2007-HE3, Class CE

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class CE Certificates as
                    of the Issue
                    Date: $_____________

                
	
                  Pass-Through
                    Rate: Variable

                	 	
                  Denomination:
                    $_________________

                
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: February 1,
                    2007

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	
                  First
                    Distribution Date: March 26, 2007

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	
                  No.
                    __

                	 	
                  Issue
                    Date: March [___], 2007

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE3

        ASSET
          BACKED PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family, first and second
          lien,
          fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
          by

         

        ACE
          SECURITIES CORP.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
          CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR,
          THE
          SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
          CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR
          INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that ________________ is the registered owner of a Percentage
          Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class CE Certificates as of the Issue
          Date)
          in that certain beneficial ownership interest evidenced by all of the Class
          CE
          Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
          dated as specified above (the “Agreement”), among ACE Securities Corp. as
          depositor (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), Wells Fargo Bank, N.A. as master servicer
          (the
“Master Servicer”), securities administrator (the “Securities Administrator”)
          and servicer (the “Servicer”) and HSBC Bank USA, National Association as trustee
          (the “Trustee”), a summary of certain of the pertinent provisions of which is
          set forth hereafter. To the extent not defined herein, the capitalized
          terms
          used herein have the meanings assigned in the Agreement. This Certificate
          is
          issued under and is subject to the terms, provisions and conditions of
          the
          Agreement, to which Agreement the Holder of this Certificate by virtue
          of the
          acceptance hereof assents and by which such Holder is bound.

         


        
          
            
            

          

          
            A-3-2

            
              

            

          

          
            
            

          

        


        Interest
          on this Certificate will accrue during the month prior to the month in
          which a
          Distribution Date (as hereinafter defined) occurs on the Notional Amount
          (as
          defined in the Agreement) hereof at a per annum rate equal to the applicable
          Pass-Through Rate as set forth in the Agreement. Pursuant to the terms
          of the
          Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following such 25th
          day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
          to the Person in whose name this Certificate is registered on the last
          Business
          Day of the calendar month immediately preceding the month in which the
          related
          Distribution Date occurs (the “Record Date”), in an amount equal to the product
          of the Percentage Interest evidenced by this Certificate and the amount
          required
          to be distributed to the Holders of Class CE Certificates on such Distribution
          Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by the Securities Administrator by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Securities Administrator in writing
          at
          least five (5) Business Days prior to the Record Date immediately prior
          to such
          Distribution Date and is the registered owner of Class CE Certificates
          the
          aggregate initial Certificate Principal Balance of which is in excess of
          the
          lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
          Principal Balance of the Class CE Certificates, or otherwise by check mailed
          by
          first class mail to the address of the Person entitled thereto, as such
          name and
          address shall appear on the Certificate Register. Notwithstanding the above,
          the
          final distribution on this Certificate will be made after due notice by
          the
          Securities Administrator of the pendency of such distribution and only
          upon
          presentation and surrender of this Certificate at the office or agency
          appointed
          by the Securities Administrator for that purpose as provided in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, the Securities Administrator, the Servicer
          and the
          rights of the Certificateholders under the Agreement at any time by the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator
          (with
          respect to matters affecting the Swap Agreement) and the Servicer with
          the
          consent of the Swap Provider and the Holders of Certificates entitled to
          at
          least 66% of the Voting Rights. Any such consent by the Holder of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange herefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         


        
          
            
            

          

          
            A-3-3

            
              

            

          

          
            
            

          

        


        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Securities Administrator as provided in the Agreement,
          duly endorsed by, or accompanied by an assignment in the form below or
          other
          written instrument of transfer in form satisfactory to the Securities
          Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the “1933 Act”), and an effective registration or qualification under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification. In the event that such a transfer
          of
          this Certificate is to be made without registration or qualification, the
          Securities Administrator shall require receipt of (i) if such transfer
          is
          purportedly being made in reliance upon Rule 144A under the 1933 Act, written
          certifications from the Holder of the Certificate desiring to effect the
          transfer, and from such Holder’s prospective transferee, substantially in the
          forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
          purportedly being made in reliance upon Regulation S under the 1933 Act,
          written
          certifications from the Holder of the Certificate desiring to effect the
          transfer and from such Holder’s prospective transferee, substantially in the
          form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
          purportedly being made in reliance upon Rule 501(a) under the 1933 Act,
          written
          certifications from the Holder of the Certificate desiring to effect the
          transfer and from such Holder’s prospective transferee, substantially in the
          form attached to the Agreement as Exhibit B-3 and (iv) in all other cases,
          an
          Opinion of Counsel satisfactory to it that such transfer may be made without
          such registration or qualification (which Opinion of Counsel shall not
          be an
          expense of the Trust Fund or of the Depositor, the Trustee, the Master
          Servicer
          or the Securities Administrator in their respective capacities as such),
          together with copies of the written certification(s) of the Holder of the
          Certificate desiring to effect the transfer and/or such Holder’s prospective
          transferee upon which such Opinion of Counsel is based. None of the Depositor,
          the Trustee or the Securities Administrator is obligated to register or
          qualify
          the Class of Certificates specified on the face hereof under the 1933 Act
          or any
          other securities law or to take any action not otherwise required under
          the
          Agreement to permit the transfer of such Certificates without registration
          or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Master Servicer
          and the Securities Administrator against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        No
          transfer of this Certificate shall be made except in accordance with Section
          6.02(c) of the Agreement.

         


        
          
            
            

          

          
            A-3-4

            
              

            

          

          
            
            

          

        


        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, the Certificates are exchangeable for new Certificates
          of the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same. No service
          charge
          will be made for any such registration of transfer or exchange of Certificates,
          but the Securities Administrator may require payment of a sum sufficient
          to
          cover any tax or other governmental charge that may be imposed in connection
          with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
          the
          Securities Administrator or the Servicer may treat the Person in whose
          name this
          Certificate is registered as the owner hereof for all purposes, and none
          of the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer nor any such agent shall be affected by notice to the
          contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Securities Administrator and required to be paid to them pursuant to the
          Agreement following the earlier of (i) the final payment or other liquidation
          (or any advance with respect thereto) of the last Mortgage Loan remaining
          in
          REMIC I and (ii) the purchase by the party designated in the Agreement
          at a
          price determined as provided in the Agreement from REMIC I of all the Mortgage
          Loans and all property acquired in respect of such Mortgage Loans. The
          Agreement
          permits, but does not require, the party designated in the Agreement to
          purchase
          from REMIC I all the Mortgage Loans and all property acquired in respect
          of any
          Mortgage Loan at a price determined as provided in the Agreement. The exercise
          of such right will effect early retirement of the Certificates; however,
          such
          right to purchase is subject to the aggregate Scheduled Principal Balance
          of the
          Mortgage Loans (and properties acquired in respect thereof) at the time
          of
          purchase being less than or equal to 10% of the aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and
          neither the Trustee nor the Securities Administrator assume any responsibility
          for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Securities
          Administrator, by manual signature, this Certificate shall not be entitled
          to
          any benefit under the Agreement or be valid for any purpose.

         


        
          
            
            

          

          
            A-3-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class CE Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        


        
          
            
            

          

          
            A-3-6

            
              

            

          

          
            
            

          

        


        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                       Custodian      

                  (Cust)
                    (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  ________________

                  (State)

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	 
	 	 	 	 
	
                  Additional
                    abbreviations may also be used though not in the above
                    list.

                


        

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) 

         

        a
          Percentage Interest equal to ____% evidenced by the within Asset Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          ______________________________________________________________

        
          	 	 	
                  .

                


        

        


         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-3-7

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


        




        
          
            
            

          

          
            A-3-8

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-4

         

        FORM
          OF
          CLASS P CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES,
          THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
          CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
          THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
          HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
          BE
          REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
          WITH THE
          ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN
          THE
          MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
          OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
          THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
          (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
          MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
          ACT.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
          PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
          TO HEREIN.

         


        
          
            
            

          

          
            A-4-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Series
                    2007-HE3, Class P

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class P Certificates as
                    of the Issue
                    Date: $100.00

                
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: February 1,
                    2007

                	 	
                  Denomination:
                    $100.00

                
	
                  First
                    Distribution Date: March 26, 2007

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	
                  No.
                    __

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	
                  Issue
                    Date: March [__], 2007

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE3

        ASSET
          BACKED PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family, first and second
          lien,
          fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
          by

         

        ACE
          SECURITIES CORP.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
          CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR,
          THE
          SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
          CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR
          INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that____________________ is the registered owner of a Percentage
          Interest (obtained by dividing the denomination of this Certificate by
          the
          aggregate Certificate Principal Balance of the Class P Certificates as
          of the
          Issue Date) in that certain beneficial ownership interest evidenced by
          all of
          the Class P Certificates in REMIC III created pursuant to a Pooling and
          Servicing Agreement, dated as specified above (the “Agreement”), among ACE
          Securities Corp. as depositor (hereinafter called the “Depositor”, which term
          includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
          as
          master servicer (the “Master Servicer”), securities administrator (the
“Securities Administrator”) and servicer (the “Servicer”) and HSBC Bank USA,
          National Association as trustee (the “Trustee”), a summary of certain of the
          pertinent provisions of which is set forth hereafter. To the extent not
          defined
          herein, the capitalized terms used herein have the meanings assigned in
          the
          Agreement. This Certificate is issued under and is subject to the terms,
          provisions and conditions of the Agreement, to which Agreement the Holder
          of
          this Certificate by virtue of the acceptance hereof assents and by which
          such
          Holder is bound.

         


        
          
            
            

          

          
            A-4-2

            
              

            

          

          
            
            

          

        


        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following such 25th
          day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
          to the Person in whose name this Certificate is registered on the last
          Business
          Day of the calendar month immediately preceding the month in which the
          related
          Distribution Date occurs (the “Record Date”), in an amount equal to the product
          of the Percentage Interest evidenced by this Certificate and the amount
          required
          to be distributed to the Holders of Class P Certificates on such Distribution
          Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by the Securities Administrator by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Securities Administrator in writing
          at
          least five (5) Business Days prior to the Record Date immediately prior
          to such
          Distribution Date and is the registered owner of Class P Certificates the
          aggregate initial Certificate Principal Balance of which is in excess of
          the
          lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
          Principal Balance of the Class P Certificates, or otherwise by check mailed
          by
          first class mail to the address of the Person entitled thereto, as such
          name and
          address shall appear on the Certificate Register. Notwithstanding the above,
          the
          final distribution on this Certificate will be made after due notice by
          the
          Securities Administrator of the pendency of such distribution and only
          upon
          presentation and surrender of this Certificate at the office or agency
          appointed
          by the Securities Administrator for that purpose as provided in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, the Securities Administrator, the Servicer
          and the
          rights of the Certificateholders under the Agreement at any time by the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator
          and
          the Servicer with the consent of the Swap Provider (with respect to matters
          affecting the Swap Agreement) and the Holders of Certificates entitled
          to at
          least 66% of the Voting Rights. Any such consent by the Holder of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange herefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         


        
          
            
            

          

          
            A-4-3

            
              

            

          

          
            
            

          

        


        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Securities Administrator as provided in the Agreement,
          duly endorsed by, or accompanied by an assignment in the form below or
          other
          written instrument of transfer in form satisfactory to the Securities
          Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the “1933 Act”), and an effective registration or qualification under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification. In the event that such a transfer
          of
          this Certificate is to be made without registration or qualification, the
          Securities Administrator shall require receipt of (i) if such transfer
          is
          purportedly being made in reliance upon Rule 144A under the 1933 Act, written
          certifications from the Holder of the Certificate desiring to effect the
          transfer, and from such Holder’s prospective transferee, substantially in the
          forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
          purportedly being made in reliance upon Regulation S under the 1933 Act,
          written
          certifications from the Holder of the Certificate desiring to effect the
          transfer and from such Holder’s prospective transferee, substantially in the
          form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
          purportedly being made in reliance upon Rule 501(a) under the 1933 Act,
          written
          certifications from the Holder of the Certificate desiring to effect the
          transfer and from such Holder’s prospective transferee, substantially in the
          form attached to the Agreement as Exhibit B-3
          and
          (iv) in all other cases, an Opinion of Counsel satisfactory to it that
          such
          transfer may be made without such registration or qualification (which
          Opinion
          of Counsel shall not be an expense of the Trust Fund or of the Depositor,
          the
          Trustee, the Master Servicer or the Securities Administrator in their respective
          capacities as such), together with copies of the written certification(s)
          of the
          Holder of the Certificate desiring to effect the transfer and/or such Holder’s
          prospective transferee upon which such Opinion of Counsel is based. None
          of the
          Depositor, the Trustee or the Securities Administrator is obligated to
          register
          or qualify the Class of Certificates specified on the face hereof under
          the 1933
          Act or any other securities law or to take any action not otherwise required
          under the Agreement to permit the transfer of such Certificates without
          registration or qualification. Any Holder desiring to effect a transfer
          of this
          Certificate shall be required to indemnify the Trustee, the Depositor,
          the
          Master Servicer and the Securities Administrator against any liability
          that may
          result if the transfer is not so exempt or is not made in accordance with
          such
          federal and state laws.

         

        No
          transfer of this Certificate shall be made except in accordance with Section
          6.02(c) of the Agreement.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, the Certificates are exchangeable for new Certificates
          of the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same. No service
          charge
          will be made for any such registration of transfer or exchange of Certificates,
          but the Securities Administrator may require payment of a sum sufficient
          to
          cover any tax or other governmental charge that may be imposed in connection
          with any transfer or exchange of Certificates.

         


        
          
            
            

          

          
            A-4-4

            
              

            

          

          
            
            

          

        


        The
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
          the
          Securities Administrator or the Servicer may treat the Person in whose
          name this
          Certificate is registered as the owner hereof for all purposes, and none
          of the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer nor any such agent shall be affected by notice to the
          contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Securities Administrator and required to be paid to them pursuant to the
          Agreement following the earlier of (i) the final payment or other liquidation
          (or any advance with respect thereto) of the last Mortgage Loan remaining
          in
          REMIC I and (ii) the purchase by the party designated in the Agreement
          at a
          price determined as provided in the Agreement from REMIC I of all the Mortgage
          Loans and all property acquired in respect of such Mortgage Loans. The
          Agreement
          permits, but does not require, the party designated in the Agreement to
          purchase
          from REMIC I all the Mortgage Loans and all property acquired in respect
          of any
          Mortgage Loan at a price determined as provided in the Agreement. The exercise
          of such right will effect early retirement of the Certificates; however,
          such
          right to purchase is subject to the aggregate Scheduled Principal Balance
          of the
          Mortgage Loans (and properties acquired in respect thereof) at the time
          of
          purchase being less than or equal to 10% of the aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and
          neither the Trustee nor the Securities Administrator assume any responsibility
          for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Securities
          Administrator, by manual signature, this Certificate shall not be entitled
          to
          any benefit under the Agreement or be valid for any purpose.

         


        
          
            
            

          

          
            A-4-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class P Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         


        
          
            
            

          

          
            A-4-6

            
              

            

          

          
            
            

          

        


        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                       Custodian      

                  (Cust)
                    (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  ________________

                  (State)

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	 
	 	 	 	 
	
                  Additional
                    abbreviations may also be used though not in the above
                    list.

                


        

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to ____% evidenced by the within Asset Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          ______________________________________________________________

        
          	 	 	
                  .

                


        

        


         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-4-7

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        

          
            
              
              

            

            
              A-4-8

              
                

              

            

            
              
              

            

          



        EXHIBIT
          A-5

         

        FORM
          OF
          CLASS R CERTIFICATE

         

        THIS
          CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
          PERSON.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES,
          THIS CERTIFICATE REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
          MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED
          TO
          HEREIN.

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
          OR
          TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS
          SOLD OR
          TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
          ACT AND
          UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
          OF SECTION 6.02 OF THE AGREEMENT.

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IF
          THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
          ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR
          ANY
          POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
          GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
          OF
          ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
          IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
          1 OF
          THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
          511
          OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF
          THE CODE
          (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
          HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
          A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
          THE
          ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
          ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
          TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
          OF ANY
          TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
          ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
          SHALL
          BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
          SHALL NOT
          BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
          BUT
          NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
          HOLDER OF
          THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
          TO THE
          PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
          AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
          IS
          PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
          CERTIFICATE.

         


        
          
            
            

          

          
            A-5-1

            
              

            

          

          
            
            

          

        


        NO
          PERSON MAY ACQUIRE THIS CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF
          OF, OR
          WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
          OF
          1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
          UNLESS
          IT HAS PROVIDED THE OPINION OF COUNSEL IN SECTION 6.02(c) OF THE AGREEMENT
          REFERRED TO HEREIN.

         

        


         


        
          
            
            

          

          
            A-5-2

            
              

            

          

          
            
            

          

        


        


        
          	
                  Series
                    2007-HE3, Class R

                	 	
                  Aggregate
                    Percentage Interest of the Class R Certificates as of the Issue
                    Date:
                    100.00%

                
	 	 	 
	
                  Date
                    of Pooling and Servicing Agreement

                  and
                    Cut-off Date: February 1, 2007

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: March 26, 2007

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No
                    __

                	 	
                  Issue
                    Date: March [___], 2007

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-HE3

        ASSET
          BACKED PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family, first and second
          lien,
          fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
          by

         

        ACE
          SECURITIES CORP.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
          CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR,
          THE
          SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
          CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR
          INSTRUMENTALITY OF THE UNITED STATES.

         

        


        This
          certifies that _______________ is the registered owner of a Percentage
          Interest
          set forth above in that certain beneficial ownership interest evidenced
          by all
          of the Class R Certificates in REMIC III created pursuant to a Pooling
          and
          Servicing Agreement, dated as specified above (the “Agreement”), among ACE
          Securities Corp. as depositor (hereinafter called the “Depositor”, which term
          includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
          as
          master servicer (the “Master Servicer”), securities administrator (the
“Securities Administrator”) and servicer (the “Servicer”) and HSBC Bank USA,
          National Association as trustee (the “Trustee”), a summary of certain of the
          pertinent provisions of which is set forth hereafter. To the extent not
          defined
          herein, the capitalized terms used herein have the meanings assigned in
          the
          Agreement. This Certificate is issued under and is subject to the terms,
          provisions and conditions of the Agreement, to which Agreement the Holder
          of
          this Certificate by virtue of the acceptance hereof assents and by which such
          Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th day
          of
          each month or, if such 25th day is not a Business Day, the Business Day
          immediately following (a “Distribution Date”), commencing on the First
          Distribution Date specified above, to the Person in whose name this Certificate
          is registered on the last Business Day of the calendar month immediately
          preceding the month in which the related Distribution Date occurs (the
“Record
          Date”), in an amount equal to the product of the Percentage Interest evidenced
          by this Certificate and the amount required to be distributed to the Holders
          of
          Class R Certificates on such Distribution Date pursuant to the
          Agreement.

         


        
          
            
            

          

          
            A-5-3

            
              

            

          

          
            
            

          

        


        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by the Securities Administrator by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Securities Administrator in writing
          at
          least five (5) Business Days prior to the Record Date immediately prior
          to such
          Distribution Date and is the registered owner of Class R Certificates,
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Securities Administrator of the pendency
          of
          such distribution and only upon presentation and surrender of this Certificate
          at the office or agency appointed by the Securities Administrator for that
          purpose as provided in the Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing the Percentage
          Interest in the Class of Certificates specified on the face hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, the Securities Administrator, the Servicer
          and the
          rights of the Certificateholders under the Agreement at any time by the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator
          and
          the Servicer with the consent of the Swap Provider (with respect to matters
          affecting the Swap Agreement) and the Holders of Certificates entitled
          to at
          least 66% of the Voting Rights. Any such consent by the Holder of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange herefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Securities Administrator as provided in the Agreement,
          duly endorsed by, or accompanied by an assignment in the form below or
          other
          written instrument of transfer in form satisfactory to the Securities
          Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         


        
          
            
            

          

          
            A-5-4

            
              

            

          

          
            
            

          

        


        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the “1933 Act”), and an effective registration or qualification under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification. In the event that such a transfer
          of
          this Certificate is to be made without registration or qualification, the
          Securities Administrator shall require receipt of (i) if such transfer
          is
          purportedly being made in reliance upon Rule 144A under the 1933 Act, written
          certifications from the Holder of the Certificate desiring to effect the
          transfer, and from such Holder’s prospective transferee, substantially in the
          forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
          purportedly being made in reliance upon Rule 501(a) under the 1933 Act,
          written
          certifications from the Holder of the Certificate desiring to effect the
          transfer and from such Holder’s prospective transferee, substantially in the
          form attached to the Agreement as Exhibit B-3, (iii) a transfer affidavit
          and
          agreement substantially in the form of Exhibit B-4 of the Agreement and
          (iv) in
          all other cases, an Opinion of Counsel satisfactory to it that such transfer
          may
          be made without such registration or qualification (which Opinion of Counsel
          shall not be an expense of the Trust Fund or of the Depositor, the Trustee,
          the
          Master Servicer or the Securities Administrator in their respective capacities
          as such), together with copies of the written certification(s) of the Holder
          of
          the Certificate desiring to effect the transfer and/or such Holder’s prospective
          transferee upon which such Opinion of Counsel is based. None of the Depositor,
          the Trustee or the Securities Administrator is obligated to register or
          qualify
          the Class of Certificates specified on the face hereof under the 1933 Act
          or any
          other securities law or to take any action not otherwise required under
          the
          Agreement to permit the transfer of such Certificates without registration
          or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Master Servicer
          and the Securities Administrator against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        No
          transfer of this Certificate shall be made except in accordance with Section
          6.02 of the Agreement.

         

        Prior
          to
          registration of any transfer, sale or other disposition of this Certificate,
          the
          proposed transferee shall provide to the Securities Administrator (i) an
          affidavit to the effect that such transferee is any Person other than a
          Disqualified Organization or the agent (including a broker, nominee or
          middleman) of a Disqualified Organization, and (ii) a certificate that
          acknowledges that (A) the Class R Certificates have been designated as
          representing the beneficial ownership of the residual interests in each
          of REMIC
          I, REMIC II and REMIC III, (B) it will include in its income a pro
          rata
          share of
          the net income of the Trust Fund and that such income may be an “excess
          inclusion,” as defined in the Code, that, with certain exceptions, cannot be
          offset by other losses or benefits from any tax exemption, and (C) it expects
          to
          have the financial means to satisfy all of its tax obligations including
          those
          relating to holding the Class R Certificates. Notwithstanding the registration
          in the Certificate Register of any transfer, sale or other disposition
          of this
          Certificate to a Disqualified Organization or an agent (including a broker,
          nominee or middleman) of a Disqualified Organization, such registration
          shall be
          deemed to be of no legal force or effect whatsoever and such Person shall
          not be
          deemed to be a Certificateholder for any purpose, including, but not limited
          to,
          the receipt of distributions in respect of this Certificate.

         


        
          
            
            

          

          
            A-5-5

            
              

            

          

          
            
            

          

        


        The
          Holder of this Certificate, by its acceptance hereof, shall be deemed to
          have
          consented to the provisions of Section 6.02 of the Agreement and to any
          amendment of the Agreement deemed necessary by counsel of the Depositor
          to
          ensure that the transfer of this Certificate to any Person other than a
          Permitted Transferee or any other Person will not cause any portion of
          the Trust
          Fund to cease to qualify as a REMIC or cause the imposition of a tax upon
          any
          REMIC.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Securities Administrator may require payment of a
          sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
          the
          Securities Administrator or the Servicer may treat the Person in whose
          name this
          Certificate is registered as the owner hereof for all purposes, and none
          of the
          Depositor, the Master Servicer, the Trustee, the Securities Administrator,
          the
          Servicer nor any such agent shall be affected by notice to the
          contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Securities Administrator and required to be paid to them pursuant to the
          Agreement following the earlier of (i) the final payment or other liquidation
          (or any advance with respect thereto) of the last Mortgage Loan remaining
          in
          REMIC I and (ii) the purchase by the party designated in the Agreement
          at a
          price determined as provided in the Agreement from REMIC I of all the Mortgage
          Loans and all property acquired in respect of such Mortgage Loans. The
          Agreement
          permits, but does not require, the party designated in the Agreement to
          purchase
          from REMIC I all the Mortgage Loans and all property acquired in respect
          of any
          Mortgage Loan at a price determined as provided in the Agreement. The exercise
          of such right will effect early retirement of the Certificates; however,
          such
          right to purchase is subject to the aggregate Scheduled Principal Balance
          of the
          Mortgage Loans (and properties acquired in respect thereof) at the time
          of
          purchase being less than or equal to 10% of the aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date.

         


        
          
            
            

          

          
            A-5-6

            
              

            

          

          
            
            

          

        


        The
          recitals contained herein shall be taken as statements of the Depositor
          and
          neither the Trustee nor the Securities Administrator assume any responsibility
          for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Securities
          Administrator, by manual signature, this Certificate shall not be entitled
          to
          any benefit under the Agreement or be valid for any purpose.

         


        
          
            
            

          

          
            A-5-7

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class R Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         


        
          
            
            

          

          
            A-5-8

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                       Custodian      

                  (Cust)
                    (Minor)

                  under
                    Uniform Gifts 

                  to
                    Minors Act

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  ________________

                  (State)

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right 

                  if
                    survivorship and not as 

                  tenants
                    in common

                	 	 
	 	 	 	 
	
                  Additional
                    abbreviations may also be used though not in the above
                    list.

                


        

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to _____% evidenced by the within Asset Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          ______________________________________________________________

        
          	 	 	
                  .

                


        

        


         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-5-9

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        



        
          
            
            

          

          
            A-5-10

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-1

        FORM
          OF
          TRANSFEROR REPRESENTATION LETTER

         

        [Date]

         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2007-HE3

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2007-HE3 Asset
                    Backed
                    Pass-Through Certificates

                  [Class
                    CE,] [Class P] and [Class R]
                    Certificates

                


        

        


        Ladies
          and Gentlemen:

         

        In
          connection with the transfer by ______________________ (the “Transferor”) to
          ___________________ (the “Transferee”) of the captioned asset backed
          pass-through certificates (the “Certificates”), the Transferor hereby certifies
          as follows:

         

        Neither
          the Transferor nor anyone acting on its behalf has (a) offered, pledged,
          sold,
          disposed of or otherwise transferred any Certificate, any interest in any
          Certificate or any other similar security to any person in any manner,
          (b) has
          solicited any offer to buy or to accept a pledge, disposition or other
          transfer
          of any Certificate, any interest in any Certificate or any other similar
          security from any person in any manner, (c) has otherwise approached or
          negotiated with respect to any Certificate, any interest in any Certificate
          or
          any other similar security with any person in any manner, (d) has made
          any
          general solicitation by means of general advertising or in any other manner,
          (e)
          has taken any other action, that (in the case of each of subclauses (a)
          through
          (e) above) would constitute a distribution of the Certificates under the
          Securities Act of 1933, as amended (the “1933 Act”), or would render the
          disposition of any Certificate a violation of Section 5 of the 1933 Act
          or any
          state securities law or would require registration or qualification pursuant
          thereto. The Transferor will not act, nor has it authorized or will it
          authorize
          any person to act, in any manner set forth in the foregoing sentence with
          respect to any Certificate. The Transferor will not sell or otherwise transfer
          any of the Certificates, except in compliance with the provisions of that
          certain Pooling and Servicing Agreement, dated as of February 1, 2007,
          among ACE
          Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master Servicer,
          Securities Administrator and Servicer and HSBC Bank USA, National Association
          as
          Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and
          Servicing Agreement the Certificates were issued.

         


        
          
            
            

          

          
            B-1-1

            
              

            

          

          
            
            

          

        


        Capitalized
          terms used but not defined herein shall have the meanings assigned thereto
          in
          the Pooling and Servicing Agreement.

         

        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  [Transferor]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        

        


         


        
          
            
            

          

          
            B-1-2

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        [Date]

         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2007-HE3

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2007-HE3

                  Asset
                    Backed Pass-Through Certificates 

                  [Class
                    CE,] [Class P] and [Class R]
                    Certificates

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned asset backed pass-through
          certificates (the “Certificates”), (the “Transferee”) hereby certifies as
          follows:

         

        1. The
          Transferee is a “qualified institutional buyer” as that term is defined in Rule
          144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
          completed either of the forms of certification to that effect attached
          hereto as
          Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
          made in
          reliance on Rule 144A. The Transferee is acquiring the Certificates for
          its own
          account or for the account of a qualified institutional buyer, and understands
          that such Certificate may be resold, pledged or transferred only (i) to
          a person
          reasonably believed to be a qualified institutional buyer that purchases
          for its
          own account or for the account of a qualified institutional buyer to whom
          notice
          is given that the resale, pledge or transfer is being made in reliance
          on Rule
          144A, or (ii) pursuant to another exemption from registration under the
          1933
          Act.

         

        2. The
          Transferee has been furnished with all information regarding (a) the
          Certificates and distributions thereon, (b) the nature, performance and
          servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
          referred to below, and (d) any credit enhancement mechanism associated
          with the
          Certificates, that it has requested.

         

        3. The
          Transferee: (a) is not an employee benefit plan or other plan subject to
          the
          prohibited transaction provisions of the Employee Retirement Income Security
          Act
          of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
          1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
          an investment manager, a named fiduciary or a trustee of any Plan) acting,
          directly or indirectly, on behalf of or purchasing any Certificate with
“plan
          assets” of any Plan within the meaning of the Department of Labor (“DOL”)
          regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
          Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
          the Master Servicer, the Securities Administrator and the Servicer may
          rely,
          acceptable to and in form and substance satisfactory to the Securities
          Administrator to the effect that the purchase of Certificates is permissible
          under applicable law, will not constitute or result in any non-exempt prohibited
          transaction under ERISA or Section 4975 of the Code and will not subject
          the
          Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
          Administrator or the Servicer to any obligation or liability (including
          obligations or liabilities under ERISA or Section 4975 of the Code) in
          addition
          to those undertaken in the Pooling and Servicing Agreement.

         


        
          
            
            

          

          
            B-1-3

            
              

            

          

          
            
            

          

        


        


        In
          addition, the Transferee hereby certifies, represents and warrants to,
          and
          covenants with, the Depositor, the Trustee, the Securities Administrator,
          the
          Master Servicer and the Servicer that the Transferee will not transfer
          such
          Certificates to any Plan or person unless such Plan or person meets the
          requirements set forth in paragraph 3 above.

         

        All
          capitalized terms used but not otherwise defined herein have the respective
          meanings assigned thereto in the Pooling and Servicing Agreement, dated
          as of
          February 1, 2007, among ACE Securities Corp. as Depositor, Wells Fargo
          Bank,
          N.A. as Master Servicer, Securities Administrator and Servicer and HSBC
          Bank
          USA, National Association as Trustee, pursuant to which the Certificates
          were
          issued.

         

        
          	 	 	 	 	 	 	 	
                  [TRANSFEREE]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        


        
          
            
            

          

          
            B-1-4

            
              

            

          

          
            
            

          

        


        ANNEX
          1 TO EXHIBIT B-1

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees Other Than Registered Investment Companies]

         

        The
          undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
          respect to the asset backed pass-through certificates (the “Certificates”)
          described in the Transferee Certificate to which this certification relates
          and
          to which this certification is an Annex:

         

        1. As
          indicated below, the undersigned is the President, Chief Financial Officer,
          Senior Vice President or other executive officer of the entity purchasing
          the
          Certificates (the “Transferee”).

         

        2. In
          connection with purchases by the Transferee, the Transferee is a “qualified
          institutional buyer” as that term is defined in Rule 144A under the Securities
          Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
          discretionary basis $________________1 
          in
          securities (except for the excluded securities referred to below) as of
          the end
          of the Transferee’s most recent fiscal year (such amount being calculated in
          accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
          in the
          category marked below.

         

        
          	
                  ___

                	
                  Corporation,
                    etc.
                    The Transferee is a corporation (other than a bank, savings and
                    loan
                    association or similar institution), Massachusetts or similar
                    business
                    trust, partnership, or any organization described in Section
                    501(c)(3) of
                    the Internal Revenue Code of 1986.

                
	 	 
	
                  ___

                	
                  Bank.
                    The Transferee (a) is a national bank or banking institution
                    organized
                    under the laws of any State, territory or the District of Columbia,
                    the
                    business of which is substantially confined to banking and is
                    supervised
                    by the State or territorial banking commission or similar official
                    or is a
                    foreign bank or equivalent institution, and (b) has an audited
                    net worth
                    of at least $25,000,000 as demonstrated in its latest annual
                    financial
                    statements, a
                    copy of which is attached hereto.

                
	 	 
	
                  ___

                	
                  Savings
                    and Loan.
                    The Transferee (a) is a savings and loan association, building
                    and loan
                    association, cooperative bank, homestead association or similar
                    institution, which is supervised and examined by a State or Federal
                    authority having supervision over any such institutions or is
                    a foreign
                    savings and loan association or equivalent institution and (b)
                    has an
                    audited net worth of at least $25,000,000 as demonstrated in
                    its latest
                    annual financial statements, a
                    copy of which is attached hereto.

                


        

         

        
          
            

          

          
            	
                    1

                  	
                    Transferee
                      must own and/or invest on a discretionary basis at least $100,000,000
                      in
                      securities unless Transferee is a dealer, and, in that case,
                      Transferee
                      must own and/or invest on a discretionary basis at least $10,000,000
                      in
                      securities.

                  


          



        
          
            
            

          

          
            B-1-5

            
              

            

          

          
            
            

          

        


        


        
          	
                  ___

                	
                  Broker-dealer.
                    The Transferee is a dealer registered pursuant to Section 15
                    of the
                    Securities Exchange Act of 1934.

                
	 	 
	
                  ___

                	
                  Insurance
                    Company.
                    The Transferee is an insurance company whose primary and predominant
                    business activity is the writing of insurance or the reinsuring
                    of risks
                    underwritten by insurance companies and which is subject to supervision
                    by
                    the insurance commissioner or a similar official or agency of
                    a State,
                    territory or the District of Columbia.

                
	 	 
	
                  ___

                	
                  State
                    or Local Plan.
                    The Transferee is a plan established and maintained by a State,
                    its
                    political subdivisions, or any agency or instrumentality of the
                    State or
                    its political subdivisions, for the benefit of its
                    employees.

                
	 	 
	
                  ___

                	
                  ERISA
                    Plan.
                    The Transferee is an employee benefit plan within the meaning
                    of Title I
                    of the Employee Retirement Income Security Act of 1974, as
                    amended.

                
	 	 
	
                  ___

                	
                  Investment
                    Advisor
                    The Transferee is an investment advisor registered under the
                    Investment
                    Advisers Act of 1940.

                


        

        


         

        3. The
          term
“securities”
as
          used
          herein does
          not include
          (i)
          securities of issuers that are affiliated with the Transferee, (ii) securities
          that are part of an unsold allotment to or subscription by the Transferee,
          if
          the Transferee is a dealer, (iii) securities issued or guaranteed by the
          U.S. or
          any instrumentality thereof, (iv) bank deposit notes and certificates of
          deposit, (v) loan participations, (vi) repurchase agreements, (vii)
          securities owned but subject to a repurchase agreement and (viii) currency,
          interest rate and commodity swaps.

         

        4. For
          purposes of determining the aggregate amount of securities owned and/or
          invested
          on a discretionary basis by the Transferee, the Transferee used the cost
          of such
          securities to the Transferee and did not include any of the securities
          referred
          to in the preceding paragraph. Further, in determining such aggregate amount,
          the Transferee may have included securities owned by subsidiaries of the
          Transferee, but only if such subsidiaries are consolidated with the Transferee
          in its financial statements prepared in accordance with generally accepted
          accounting principles and if the investments of such subsidiaries are managed
          under the Transferee’s direction. However, such securities were not included if
          the Transferee is a majority-owned, consolidated subsidiary of another
          enterprise and the Transferee is not itself a reporting company under the
          Securities Exchange Act of 1934.

         

        5. The
          Transferee acknowledges that it is familiar with Rule 144A and understands
          that
          the Transferor and other parties related to the Certificates are relying
          and
          will continue to rely on the statements made herein because one or more
          sales to
          the Transferee may be in reliance on Rule 144A.

         

        
          	
                  ___

                	
                  ___

                	
                  Will
                    the Transferee be purchasing the Certificates

                
	
                  Yes

                	
                  No

                	
                  only
                    for the Transferee’s own account?

                


        

        


         


        
          
            
            

          

          
            B-1-6

            
              

            

          

          
            
            

          

        


        6. If
          the
          answer to the foregoing question is “no”, the Transferee agrees that, in
          connection with any purchase of securities sold to the Transferee for the
          account of a third party (including any separate account) in reliance on
          Rule
          144A, the Transferee will only purchase for the account of a third party
          that at
          the time is a “qualified institutional buyer” within the meaning of Rule 144A.
          In addition, the Transferee agrees that the Transferee will not purchase
          securities for a third party unless the Transferee has obtained a current
          representation letter from such third party or taken other appropriate
          steps
          contemplated by Rule 144A to conclude that such third party independently
          meets
          the definition of “qualified institutional buyer” set forth in Rule
          144A.

         

        7. The
          Transferee will notify each of the parties to which this certification
          is made
          of any changes in the information and conclusions herein. Until such notice
          is
          given, the Transferee’s purchase of the Certificates will constitute a
          reaffirmation of this certification as of the date of such purchase. In
          addition, if the Transferee is a bank or savings and loan as provided above,
          the
          Transferee agrees that it will furnish to such parties updated annual financial
          statements promptly after they become available.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  ___________________________________________

                
	 	 	 	 	 	 	 	
                  Print
                    Name of Transferee

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        


        
          
            
            

          

          
            B-1-7

            
              

            

          

          
            
            

          

        


        ANNEX
          2 TO EXHIBIT B-1

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees That Are Registered Investment Companies]

         

        The
          undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
          respect to the asset backed pass-through certificates (the “Certificates”)
          described in the Transferee Certificate to which this certification relates
          and
          to which this certification is an Annex:

         

        1. As
          indicated below, the undersigned is the President, Chief Financial Officer
          or
          Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
          term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
          because the Transferee is part of a Family of Investment Companies (as
          defined
          below), is such an officer of the investment adviser (the
“Adviser”).

         

        2. In
          connection with purchases by the Transferee, the Transferee is a “qualified
          institutional buyer” as defined in Rule 144A because (i) the Transferee is an
          investment company registered under the Investment Company Act of 1940,
          and (ii)
          as marked below, the Transferee alone, or the Transferee’s Family of Investment
          Companies, owned at least $100,000,000 in securities (other than the excluded
          securities referred to below) as of the end of the Transferee’s most recent
          fiscal year. For purposes of determining the amount of securities owned
          by the
          Transferee or the Transferee’s Family of Investment Companies, the cost of such
          securities was used.

         

        
          	
                  ___

                	
                  The
                    Transferee owned $________________________ in securities (other
                    than the
                    excluded securities referred to below) as of the end of the Transferee’s
                    most recent fiscal year (such amount being calculated in accordance
                    with
                    Rule 144A).

                
	 	 
	
                  ___

                	
                  The
                    Transferee is part of a Family of Investment Companies which
                    owned in the
                    aggregate $_______________ in securities (other than the excluded
                    securities referred to below) as of the end of the Transferee’s most
                    recent fiscal year (such amount being calculated in accordance
                    with Rule
                    144A).

                
	 	 


        

        3. The
          term
“Family
          of Investment Companies”
as
          used
          herein means two or more registered investment companies (or series thereof)
          that have the same investment adviser or investment advisers that are affiliated
          (by virtue of being majority owned subsidiaries of the same parent or because
          one investment adviser is a majority owned subsidiary of the
          other).

         

        4. The
          term
“securities”
as
          used
          herein does not include (i) securities of issuers that are affiliated with
          the
          Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
          securities issued or guaranteed by the U.S. or any instrumentality thereof,
          (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
          (v) repurchase agreements, (vi) securities owned but subject to a
          repurchase agreement and (vii) currency, interest rate and commodity
          swaps.

         


        
          
            
            

          

          
            B-1-8

            
              

            

          

          
            
            

          

        


        5. The
          Transferee is familiar with Rule 144A and understands that the parties
          to which
          this certification is being made are relying and will continue to rely
          on the
          statements made herein because one or more sales to the Transferee will
          be in
          reliance on Rule 144A. In addition, the Transferee will only purchase for
          the
          Transferee’s own account.

         

        6. The
          undersigned will notify the parties to which this certification is made
          of any
          changes in the information and conclusions herein. Until such notice, the
          Transferee’s purchase of the Certificates will constitute a reaffirmation of
          this certification by the undersigned as of the date of such
          purchase.

         

        Dated:

        
          	 	 	 	 	 	 	 	
                  ___________________________________________

                
	 	 	 	 	 	 	 	
                  Print
                    Name of Transferee or Advisor

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  IF
                    AN ADVISER:

                   

                
	 	 	 	 	 	 	 	
                  ___________________________________________

                
	 	 	 	 	 	 	 	
                  Print
                    Name of Transferee

                


        

        



        
          
            
            

          

          
            B-1-9

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        The
          undersigned hereby certifies on behalf of the purchaser named below (the
          “Purchaser”) as follows:

         

        1. I
          am an
          executive officer of the Purchaser.

         

        2. The
          Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
          144A”) under the Securities Act of 1933, as amended.

         

        3. As
          of the
          date specified below (which is not earlier than the last day of the Purchaser’s
          most recent fiscal year), the amount of “securities”, computed for purposes of
          Rule 144A, owned and invested on a discretionary basis by the Purchaser
          was in
          excess of $100,000,000.

         

        
          	
                  Name
                    of Purchaser 

                	 
	 	 
	
                  By:
                    (Signature) 

                	 
	 	 
	
                  Name
                    of Signatory 

                	 
	 	 
	
                  Title
                    

                	 
	 	 
	
                  Date
                    of this certificate 

                	 
	 	 
	
                  Date
                    of information provided in paragraph 3 

                	 


        

         

         

        
          
            
            

          

          
            B-1-10

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-2

         

        FORM
          OF
          REGULATION S TRANSFER CERTIFICATE

         

        [Date]

         

        


         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2007-HE3

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2007-HE3 Asset
                    Backed
                    Pass-Through Certificates, Class CE Certificates and/or Class
                    P
                    Certificates     

                


        

         

        Ladies
          and Gentlemen:

         

        Reference
          is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
          as of February 1, 2007, among ACE Securities Corp. (the “Depositor”), Wells
          Fargo Bank, N.A., as master servicer (the “Master Servicer”), securities
          administrator (the “Securities Administrator”) and servicer (the “Servicer”) and
          HSBC Bank USA, National Association, as trustee (the “Trustee”). Capitalized
          terms used herein but not defined herein shall have the meanings assigned
          thereto in the Agreement.

         

        This
          letter relates to U.S. $[__________] Certificate Principal Balance of Class
          [CE][P] Certificates (the “Certificates”) which are held in the name of [name of
          transferor] (the “Transferor”) to effect the transfer of the Certificates to a
          person who wishes to take delivery thereof in the form of an equivalent
          beneficial interest [name of transferee] (the “Transferee”).

         

        In
          connection with such request, the Transferor hereby certifies that such
          transfer
          has been effected in accordance with the transfer restrictions set forth
          in the
          Agreement relating to the Certificates and that the following additional
          requirements (if applicable) were satisfied:

         

        (a) the
          offer
          of the Certificates was not made to a person in the United States;

         

        (b) at
          the
          time the buy order was originated, the Transferee was outside the United
          States
          or the Transferor and any person acting on its behalf reasonably believed
          that
          the Transferee was outside the United States;

         

        (c) no
          directed selling efforts were made in contravention of the requirements
          of Rule
          903(b) or 904(b) of Regulation S, as applicable;

         

        (d) the
          transfer or exchange is not part of a plan or scheme to evade the registration
          requirements of the Securities Act;

         

        (e) the
          Transferee is not a U.S. Person, as defined in Regulation S under the Securities
          Act;

         


        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        


        (f) the
          transfer was made in accordance with the applicable provisions of Rule
          903(b)(2)
          or (3) or Rule 904(b)(1), as the case may be; and

         

        (g) the
          Transferee understands that the Certificates have not been and will not
          be
          registered under the Securities Act, that any offers, sales or deliveries
          of the
          Certificates purchased by the Transferee in the United States or to U.S.
          persons
          prior to the date that is 40 days after the later of (i) the commencement
          of the
          offering of the Certificates and (ii) the Closing Date, may constitute
          a
          violation of United States law, and that (x) distributions of principal
          and
          interest and (y) the exchange of beneficial interests in a Temporary Regulation
          S Global Certificate for beneficial interests in the related Permanent
          Regulation S Global Certificate, in each case, will be made in respect
          of such
          Certificates only following the delivery by the Holder of a certification
          of
          non-U.S. beneficial ownership, at the times and in the manner set forth
          in the
          Agreement.

         


        
          
            
            

          

          
            B-2-2

            
              

            

          

          
            
            

          

        


        You
          are
          entitled to rely upon this letter and are irrevocably authorized to produce
          this
          letter or a copy hereof to any interested party in any administrative or
          legal
          proceedings or official inquiry with respect to the matters covered
          hereby.

         

        
          	 	 	 	 	 	 	 	
                  [Name
                    of Transferor]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        


        
          
            
            

          

          
            B-2-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-3

         

        FORM
          OF
          TRANSFEROR REPRESENTATION LETTER

         

        ____________,
          20__

        


        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2007-HE3

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2007-HE3 

                  Asset
                    Backed Pass-Through Certificates, 

                  [Class
                    CE,] [Class P] and [Class R]
                    Certificates

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with the transfer by ________________ (the “Transferor”) to
          __________________________ (the “Transferee”) of the captioned asset backed
          pass-through certificates (the “Certificates”), the Transferor hereby certifies
          as follows:

         

        Neither
          the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
          disposed of or otherwise transferred any Certificate, any interest in any
          Certificate or any other similar security to any person in any manner,
          (b) has
          solicited any offer to buy or to accept a pledge, disposition or other
          transfer
          of any Certificate, any interest in any Certificate or any other similar
          security from any person in any manner, (c) has otherwise approached or
          negotiated with respect to any Certificate, any interest in any Certificate
          or
          any other similar security with any person in any manner, (d) has made
          any
          general solicitation by means of general advertising or in any other manner,
          or
          (e) has taken any other action, that (as to any of (a) through (e) above)
          would
          constitute a distribution of the Certificates under the Securities Act
          of 1933
          (the “Act’), that would render the disposition of any Certificate a violation of
          Section 5 of the Act or any state securities law, or that would require
          registration or qualification pursuant thereto. The Seller will not act,
          in any
          manner set forth in the foregoing sentence with respect to any Certificate.
          The
          Seller has not and will not sell or otherwise transfer any of the Certificates,
          except in compliance with the provisions of the Pooling and Servicing Agreement,
          dated as of February 1, 2007, among ACE Securities Corp., Wells Fargo Bank,
          N.A.
          and HSBC Bank USA, National Association.

         

        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  ___________________________________________

                
	 	 	 	 	 	 	 	
                  (Transferor)

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        

        


         


        
          
            
            

          

          
            B-3-1

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEREE LETTER

         

        


        _______________,
          20__

         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2007-HE3

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2007-HE3 

                  Asset
                    Backed Pass-Through Certificates, 

                  [Class
                    CE,] [Class P] and [Class R]
                    Certificates

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with the transfer by ______________________ (the “Transferor”) to
          __________________________ (the “Transferee”) of the captioned asset backed
          pass-through certificates (the “Certificates”), the Transferee hereby certifies
          as follows:

         

        1. The
          Transferee understands that (a) the Certificates have not been and will
          not be
          registered or qualified under the Securities Act of 1933, as amended (the
“Act”)
          or any state securities law, (b) ACE Securities Corp. (the “Depositor”)is not
          required to so register or qualify the Certificates, (c) the Certificates
          may be
          resold only if registered and qualified pursuant to the provisions of the
          Act or
          any state securities law, or if an exemption from such registration and
          qualification is available, (d) the Pooling and Servicing Agreement, dated
          as of
          February 1, 2007, among the Depositor, as depositor, Wells Fargo Bank,
          N.A., as
          master servicer (the “Master Servicer”), securities administrator (the
“Securities Administrator”) and servicer (the “Servicer”) and HSBC Bank USA,
          National Association, as trustee (the “Trustee”) contains restrictions regarding
          the transfer of the Certificates and (e) the Certificates will bear a legend
          to
          the foregoing effect.

         

        2. The
          Transferee is acquiring the Certificates for its own account for investment
          only
          and not with a view to or for sale in connection with any distribution
          thereof
          in any manner that would violate the Act or any applicable state securities
          laws.

         

        3. The
          Transferee is (a) a substantial, sophisticated institutional investor having
          such knowledge and experience in financial and business matters, and, in
          particular, in such matters related to securities similar to the Certificates,
          such that it is capable of evaluating the merits and risks of investment
          in the
          Certificates, (b) able to bear the economic risks of such an investment
          and (c)
          an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
          to the Act.

         

        4. The
          Transferee has been furnished with, and has had an opportunity to review
          (a) a
          copy of the Pooling and Servicing Agreement and (b) such other information
          concerning the Certificates, the Mortgage Loans and the Depositor as has
          been
          requested by the Transferee from the Depositor or the Transferor and is
          relevant
          to the Transferee’s decision to purchase the Certificates. The Transferee has
          had any questions arising from such review answered by the Depositor or
          the
          Transferor to the satisfaction of the Transferee.

         


        
          
            
            

          

          
            B-3-2

            
              

            

          

          
            
            

          

        


        5. The
          Transferee has not and will not nor has it authorized or will it authorize
          any
          person to (a) offer, pledge, sell, dispose of or otherwise transfer any
          Certificate, any interest in any Certificate or any other similar security
          to
          any person in any manner, (b) solicit any offer to buy or to accept a pledge,
          disposition of other transfer of any Certificate, any interest in any
          Certificate or any other similar security from any person in any manner,
          (c)
          otherwise approach or negotiate with respect to any Certificate, any interest
          in
          any Certificate or any other similar security with any person in any manner,
          (d)
          make any general solicitation by means of general advertising or in any
          other
          manner or (e) take any other action, that (as to any of (a) through (e)
          above)
          would constitute a distribution of any Certificate under the Act, that
          would
          render the disposition of any Certificate a violation of Section 5 of the
          1933
          Act or any state securities law, or that would require registration or
          qualification pursuant thereto. The Transferee will not sell or otherwise
          transfer any of the Certificates, except in compliance with the provisions
          of
          the Pooling and Servicing Agreement.

         

        6. The
          Transferee: (a) is not an employee benefit plan or other plan subject to
          the
          prohibited transaction provisions of the Employee Retirement Income Security
          Act
          of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
          1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
          an investment manager, a named fiduciary or a trustee of any Plan) acting,
          directly or indirectly, on behalf of or purchasing any Certificate with
“plan
          assets” of any Plan within the meaning of the Department of Labor (“DOL”)
          regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
          Administrator with an Opinion of Counsel on which the Depositor, the Master
          Servicer, the Securities Administrator, the Trustee and the Servicer may
          rely,
          acceptable to and in form and substance satisfactory to the Securities
          Administrator to the effect that the purchase of Certificates is permissible
          under applicable law, will not constitute or result in any non-exempt prohibited
          transaction under ERISA or Section 4975 of the Code and will not subject
          the
          Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
          the
          Depositor or the Servicer to any obligation or liability (including obligations
          or liabilities under ERISA or Section 4975 of the Code) in addition to
          those
          undertaken in the Pooling and Servicing Agreement.

         

        In
          addition, the Transferee hereby certifies, represents and warrants to,
          and
          covenants with, the Depositor, the Trustee, the Securities Administrator,
          the
          Master Servicer and the Servicer that the Transferee will not transfer
          such
          Certificates to any Plan or person unless such Plan or person meets the
          requirements set forth in paragraph 6 above.

         

        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        



        
          
            
            

          

          
            B-3-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-4

         

        TRANSFER
          AFFIDAVIT AND AGREEMENT

         

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        

        ___________________________
          being duly sworn, deposes, represents and warrants as follows:

         

        
          	 	
                  1.

                	
                  I
                    am a _____________________ of _______________________________
                    (the
                    “Owner”) a corporation duly organized and existing under the laws of
                    _________________________, the record owner of ACE Securities
                    Corp. Home
                    Equity Loan Trust, Series 2007-HE3 Asset Backed Pass-Through
                    Certificates,
                    Class R Certificates (the “Class R Certificates”), on behalf of whom I
                    make this affidavit and agreement. Capitalized terms used but
                    not defined
                    herein have the respective meanings assigned thereto in the Pooling
                    and
                    Servicing Agreement, dated as of February 1, 2007, among ACE
                    Securities
                    Corp., Wells Fargo Bank, N.A. and HSBC Bank USA, National Association,
                    pursuant to which the Class R Certificates were
                    issued.

                


        

         

        
          	 	
                  2.

                	
                  The
                    Owner (i) is and will be a “Permitted Transferee” as of
                    ____________________. ____ and (ii) is acquiring the Class R
                    Certificates
                    for its own account or for the account of another Owner from
                    which it has
                    received an affidavit in substantially the same form as this
                    affidavit. A
                    “Permitted Transferee” is any person other than a “disqualified
                    organization” or a possession of the United States. For this purpose, a
                    “disqualified organization” means the United States, any state or
                    political subdivision thereof, any agency or instrumentality
                    of any of the
                    foregoing (other than an instrumentality all of the activities
                    of which
                    are subject to tax and, except for the Federal Home Loan Mortgage
                    Corporation, a majority of whose board of directors is not selected
                    by any
                    such governmental entity) or any foreign government, international
                    organization or any agency or instrumentality of such foreign
                    government
                    or organization, any real electric or telephone cooperative,
                    or any
                    organization (other than certain farmers’ cooperatives) that is generally
                    exempt from federal income tax unless such organization is subject
                    to the
                    tax on unrelated business taxable
                    income.

                


        

         

        
          	 	
                  3.

                	
                  The
                    Owner is aware (i) of the tax that would be imposed on transfers
                    of the
                    Class R Certificates to disqualified organizations under the
                    Internal
                    Revenue Code of 1986 that applies to all transfers of the Class
                    R
                    Certificates after April 31, 1988; (ii) that such tax would be
                    on the
                    transferor or, if such transfer is through an agent (which person
                    includes
                    a broker, nominee or middleman) for a non-Permitted Transferee,
                    on the
                    agent; (iii) that the person otherwise liable for the tax shall
                    be
                    relieved of liability for the tax if the transferee furnishes
                    to such
                    person an affidavit that the transferee is a Permitted Transferee
                    and, at
                    the time of transfer, such person does not have actual knowledge
                    that the
                    affidavit is false; and (iv) that each of the Class R Certificates
                    may be
                    a “noneconomic residual interest” within the meaning of proposed Treasury
                    regulations promulgated under the Code and that the transferor
                    of a
                    “noneconomic residual interest” will remain liable for any taxes due with
                    respect to the income on such residual interest, unless no significant
                    purpose of the transfer is to impede the assessment or collection
                    of
                    tax.

                


        

         


        
          
            
            

          

          
            B-4-1

            
              

            

          

          
            
            

          

        


        
          	 	
                  4.

                	
                  The
                    Owner is aware of the tax imposed on a “pass-through entity” holding the
                    Class R Certificates if, at any time during the taxable year
                    of the
                    pass-through entity, a non-Permitted Transferee is the record
                    holder of an
                    interest in such entity. (For this purpose, a “pass-through entity”
                    includes a regulated investment company, a real estate investment
                    trust or
                    common trust fund, a partnership, trust or estate, and certain
                    cooperatives.)

                


        

         

        
          	 	
                  5.

                	
                  The
                    Owner is aware that the Securities Administrator will not register
                    the
                    transfer of any Class R Certificate unless the transferee, or
                    the
                    transferee’s agent, delivers to the Securities Administrator, among other
                    things, an affidavit in substantially the same form as this affidavit.
                    The
                    Owner expressly agrees that it will not consummate any such transfer
                    if it
                    knows or believes that any of the representations contained in
                    such
                    affidavit and agreement are false.

                


        

         

        
          	 	
                  6.

                	
                  The
                    Owner consents to any additional restrictions or arrangements
                    that shall
                    be deemed necessary upon advice of counsel to constitute a reasonable
                    arrangement to ensure that the Class R Certificates will only
                    be owned,
                    directly or indirectly, by an Owner that is a Permitted
                    Transferee.

                


        

         

        
          	 	
                  7.

                	
                  The
                    Owner’s taxpayer identification number is
                    ________________.

                


        

         

        
          	 	
                  8.

                	
                  The
                    Owner has reviewed the restrictions set forth on the face of
                    the Class R
                    Certificates and the provisions of Section 6.02(d) of the Pooling
                    and
                    Servicing Agreement under which the Class R Certificates were
                    issued (in
                    particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d)
                    which
                    authorize the Securities Administrator to deliver payments to
                    a person
                    other than the Owner and negotiate a mandatory sale by the Securities
                    Administrator in the event that the Owner holds such Certificate
                    in
                    violation of Section 6.02(d)); and that the Owner expressly agrees
                    to be
                    bound by and to comply with such restrictions and
                    provisions.

                


        

         

        
          	 	
                  9.

                	
                  The
                    Owner is not acquiring and will not transfer the Class R Certificates
                    in
                    order to impede the assessment or collection of any
                    tax.

                


        

         

        
          	 	
                  10.

                	
                  The
                    Owner anticipates that it will, so long as it holds the Class
                    R
                    Certificates, have sufficient assets to pay any taxes owed by
                    the holder
                    of such Class R Certificates, and hereby represents to and for
                    the benefit
                    of the person from whom it acquired the Class R Certificates
                    that the
                    Owner intends to pay taxes associated with holding such Class
                    R
                    Certificates as they become due, fully understanding that it
                    may incur tax
                    liabilities in excess of any cash flows generated by the Class
                    R
                    Certificates.

                


        

         


        
          
            
            

          

          
            B-4-2

            
              

            

          

          
            
            

          

        


        
          	 	
                  11.

                	
                  The
                    Owner has no present knowledge that it may become insolvent or
                    subject to
                    a bankruptcy proceeding for so long as it holds the Class R
                    Certificates.

                


        

         

        
          	 	
                  12.

                	
                  The
                    Owner has no present knowledge or expectation that it will be
                    unable to
                    pay any United States taxes owed by it so long as any of the
                    Certificates
                    remain outstanding.

                


        

         

        
          	 	
                  13.

                	
                  The
                    Owner is not acquiring the Class R Certificates with the intent
                    to
                    transfer the Class R Certificates to any person or entity that
                    will not
                    have sufficient assets to pay any taxes owed by the holder of
                    such Class R
                    Certificates, or that may become insolvent or subject to a bankruptcy
                    proceeding, for so long as the Class R Certificates remain
                    outstanding.

                


        

         

        
          	 	
                  14.

                	
                  The
                    Owner will, in connection with any transfer that it makes of
                    the Class R
                    Certificates, obtain from its transferee the representations
                    required by
                    Section 6.02(d) of the Pooling and Servicing Agreement under
                    which the
                    Class R Certificate were issued and will not consummate any such
                    transfer
                    if it knows, or knows facts that should lead it to believe, that
                    any such
                    representations are false.

                


        

         

        
          	 	
                  15.

                	
                  The
                    Owner will, in connection with any transfer that it makes of
                    the Class R
                    Certificates, deliver to the Securities Administrator an affidavit,
                    which
                    represents and warrants that it is not transferring the Class
                    R
                    Certificates to impede the assessment or collection of any tax
                    and that it
                    has no actual knowledge that the proposed transferee: (i) has
                    insufficient
                    assets to pay any taxes owed by such transferee as holder of
                    the Class R
                    Certificates; (ii) may become insolvent or subject to a bankruptcy
                    proceeding for so long as the Class R Certificates remains outstanding;
                    and (iii) is not a “Permitted
                    Transferee”.

                


        

         

        
          	 	
                  16.

                	
                  The
                    Owner is a citizen or resident of the United States, a corporation,
                    partnership or other entity created or organized in, or under
                    the laws of,
                    the United States or any political subdivision thereof, or an estate or
                    trust whose income from sources without the United States may
                    be included
                    in gross income for United States federal income tax purposes
                    regardless
                    of its connection with the conduct of a trade or business within
                    the
                    United States.

                


        

         

        
          	 	
                  17.

                	
                  The
                    Owner of the Class R Certificate, hereby agrees that in the event
                    that the
                    Trust Fund created by the Pooling and Servicing Agreement is
                    terminated
                    pursuant to Section 10.01 thereof, the undersigned shall assign
                    and
                    transfer to the Holders of the Class CE Certificates any amounts
                    in excess
                    of par received in connection with such termination. Accordingly,
                    in the
                    event of such termination, the Securities Administrator is hereby
                    authorized to withhold any such amounts in excess of par and
                    to pay such
                    amounts directly to the Holders of the Class CE Certificates.
                    This
                    agreement shall bind and be enforceable against any successor,
                    transferee
                    or assigned of the undersigned in the Class R Certificate. In
                    connection
                    with any transfer of the Class R Certificate, the Owner shall
                    obtain an
                    agreement substantially similar to this clause from any subsequent
                    owner.

                


        

         


        
          
            
            

          

          
            B-4-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Owner has caused this instrument to be executed on
          its
          behalf, pursuant to the authority of its Board of Directors, by its [Vice]
          President, attested by its [Assistant] Secretary, this ____ day of
          _________________, ____.

         

        
          	 	 	 	 	 	 	 	
                  [OWNER]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:
                    [Vice] President

                


        

        


         

        ATTEST:

         

        
          	
                  By:

                	 
	 	
                  Name:

                
	 	
                  Title:
                    [Assistant] Secretary

                


        

        


         

        Personally
          appeared before me the above-named __________________, known or proved
          to me to
          be the same person who executed the foregoing instrument and to be a [Vice]
          President of the Owner, and acknowledged to me that [he/she] executed the
          same
          as [his/her] free act and deed and the free act and deed of the
          Owner.

         

        Subscribed
          and sworn before me this ______________ day of __________, ____.

         

        


        


        
          	 	 
	 	
                  Notary
                    Public

                
	 	 
	 	
                  County
                    of 

                
	 	
                  State
                    of _______________________________

                
	 	 
	 	
                  My
                    Commission expires:

                


        

        


         


        
          
            
            

          

          
            B-4-4

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEROR AFFIDAVIT

         

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        

        _________________________,
          being duly sworn, deposes, represents and warrants as follows:

         

        1. I
          am
          a ____________________
          of _________________________ (the “Owner”), a corporation duly organized and
          existing under the laws of _____________, on behalf of whom I make this
          affidavit.

         

        2. The
          Owner
          is not transferring the Class R Certificates (the “Residual Certificates”) to
          impede the assessment or collection of any tax.

         

        3. The
          Owner
          has no actual knowledge that the Person that is the proposed transferee
          (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
          any taxes owed by such proposed transferee as holder of the Residual
          Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
          for so long as the Residual Certificates remain outstanding and (iii) is
          not a
          Permitted Transferee.

         

        4. The
          Owner
          understands that the Purchaser has delivered to the Securities Administrator
          or
          a transfer affidavit and agreement in the form attached to the Pooling
          and
          Servicing Agreement as Exhibit B-2. The Owner does not know or believe
          that any
          representation contained therein is false.

         

        5. At
          the
          time of transfer, the Owner has conducted a reasonable investigation of
          the
          financial condition of the Purchaser as contemplated by Treasury Regulations
          Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
          has
          determined that the Purchaser has historically paid its debts as they became
          due
          and has found no significant evidence to indicate that the Purchaser will
          not
          continue to pay its debts as they become due in the future. The Owner
          understands that the transfer of a Residual Certificate may not be respected
          for
          United States income tax purposes (and the Owner may continue to be liable
          for
          United States income taxes associated therewith) unless the Owner has conducted
          such an investigation.

         

        6. Capitalized
          terms not otherwise defined herein shall have the meanings ascribed to
          them in
          the Pooling and Servicing Agreement, dated as of February 1, 2007, among
          ACE
          Securities Corp., Wells Fargo Bank, N.A. and HSBC Bank USA, National
          Association.

         


        
          
            
            

          

          
            B-4-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Owner has caused this instrument to be executed on
          its
          behalf, pursuant to the authority of its Board of Directors, by its [Vice]
          President, attested by its [Assistant] Secretary, this ____ day of
          ________________, ____.

         

        
          	 	 	 	 	 	 	 	
                  [OWNER]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:
                    [Vice] President

                


        

        


         

        ATTEST:

        


        


        
          	
                  By:

                	 
	 	
                  Name:

                
	 	
                  Title:
                    [Assistant] Secretary

                


        

        


         

        Personally
          appeared before me the above-named _________________, known or proved to
          me to
          be the same person who executed the foregoing instrument and to be a [Vice]
          President of the Owner, and acknowledged to me that [he/she] executed the
          same
          as [his/her] free act and deed and the free act and deed of the
          Owner.

         

        Subscribed
          and sworn before me this ______ day of _____________, ____.

         

        


        
          	 	 
	 	
                  Notary
                    Public

                
	 	 
	 	
                  County
                    of _____________________________

                
	 	
                  State
                    of _______________________________

                
	 	 
	 	
                  My
                    Commission expires:

                


        

        



        
          
            
            

          

          
            B-4-6

            
              

            

          

          
            
            

          

        




        
          
            
            

          

          
            B-4-7

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

         

         

        BACK-UP
          CERTIFICATION

         

        Re: __________
          (the “Trust”)

         

        Mortgage
          Pass-Through Certificates, Series 2007-HE3

         

        I,
          [identify the certifying individual], certify to ACE Securities Corp. (the
          “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
          Fargo Bank, National Association (the “Master Servicer”), and their respective
          officers, directors and affiliates, and with the knowledge and intent that
          they
          will rely upon this certification, that:

         

         

        (1) I
          have
          reviewed the servicer compliance statement of the Servicer provided in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Servicer’s compliance with the servicing criteria
          set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
          in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation
          Report”), and all servicing reports, officer’s certificates and other
          information relating to the servicing of the Mortgage Loans by the Servicer
          during 200[ ] that were delivered by the Servicer to the Master Servicer
          pursuant to the Agreement (collectively, the “Servicer Servicing
          Information”);

         

        (2) Based
          on
          my knowledge, the Servicer Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Servicer Servicing Information;

         

        (3) Based
          on
          my knowledge, all of the Servicer Servicing Information required to be
          provided
          by the Servicer under the Agreement has been provided to the Master
          Servicer;

         

        (4) I
          am
          responsible for reviewing the activities performed by the Servicer as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Servicing Assessment or the Attestation Report,
          the
          Servicer has fulfilled its obligations under the Agreement in all material
          respects; and

         

        (5) The
          Compliance Statement required to be delivered by the Servicer pursuant
          to the
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Servicer and by any Subservicer or Subcontractor pursuant
          to the
          Agreement, have been provided to the Master Servicer. Any material instances
          of
          noncompliance described in such reports have been disclosed to the Master
          Servicer. Any material instance of noncompliance with the Servicing Criteria
          has
          been disclosed in such reports.

         

        



        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        


        Capitalized
          terms used and not otherwise defined herein have the meanings assigned
          thereto
          in the Pooling and Servicing Agreement (the “Agreement”), dated as of February
          1, 2007, among ACE Securities Corp. as Depositor, Wells Fargo Bank, N.A.
          as
          Master Servicer, Securities Administrator and as Servicer and HSBC Bank
          USA,
          National Association as Trustee.

         

        
          	
                  Date:

                	 	 
	 	 
	 	 
	
                  [Signature]

                	 
	 	 
	
                  [Title]

                	 


        

        


        

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          



        EXHIBIT
          D

        


        FORM
          OF
          POWER OF ATTORNEY

        


        RECORDING
          REQUESTED BY

        AND
          WHEN
          RECORDED MAIL TO

        [Servicer]

        [Servicer’s
          Address]

        


        Attn:
          _________________________________

        


        LIMITED
          POWER OF ATTORNEY

        


        


        KNOW
          ALL
          MEN BY THESE PRESENTS, that ________________, having its principal place
          of
          business at ____________________, as Trustee (the “Trustee”) pursuant to that
          Pooling and Servicing Agreement among ___________________ (the “Depositor”),
          Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and
          servicer (the “Servicer”) and the Trustee, dated as of February 1, 2007 (the
“Pooling and Servicing Agreement”), hereby constitutes and appoints the
          Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful
          Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
          benefit, in connection with all mortgage loans serviced by the Servicer
          pursuant
          to the Pooling and Servicing Agreement for the purpose of performing all
          acts
          and executing all documents in the name of the Trustee as may be customarily
          and
          reasonably necessary and appropriate to effectuate the following enumerated
          transactions in respect of any of the mortgages or deeds of trust (the
          “Mortgages” and the “Deeds of Trust”, respectively) and promissory notes secured
          thereby (the “Mortgage Notes”) for which the undersigned is acting as Trustee
          for various certificateholders (whether the undersigned is named therein
          as
          mortgagee or beneficiary or has become mortgagee by virtue of endorsement
          of the
          Mortgage Note secured by any such Mortgage or Deed of Trust) and for which
          the
          Servicer is acting as servicer, all subject to the terms of the Pooling
          and
          Servicing Agreement.

        


        This
          appointment shall apply to the following enumerated transactions
          only:

        


        
          	1.  	
                  The
                    modification or re-recording of a Mortgage or Deed of Trust,
                    where said
                    modification or re-recordings is for the purpose of correcting
                    the
                    Mortgage or Deed of Trust to conform same to the original intent
                    of the
                    parties thereto or to correct title errors discovered after such
                    title
                    insurance was issued and said modification or re-recording, in
                    either
                    instance, does not adversely affect the lien of the Mortgage
                    or Deed of
                    Trust as insured.

                


        

        


        
          	2.  	
                  The
                    subordination of the lien of a Mortgage or Deed of Trust to an
                    easement in
                    favor of a public utility company of a government agency or unit
                    with
                    powers of eminent domain; this section shall include, without
                    limitation,
                    the execution of partial satisfactions/releases, partial reconveyances
                    or
                    the execution or requests to trustees to accomplish
                    same.

                


        


        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        


        


        
          	3.  	
                  The
                    conveyance of the properties to the mortgage insurer, or the
                    closing of
                    the title to the property to be acquired as real estate owned,
                    or
                    conveyance of title to real estate
                    owned.

                


        

        


        4.  The
          completion of loan assumption agreements.

        


        
          	5.  	
                  The
                    full satisfaction/release of a Mortgage or Deed of Trust or full
                    conveyance upon payment and discharge of all sums secured thereby,
                    including, without limitation, cancellation of the related Mortgage
                    Note.

                


        

        


        
          	6.  	
                  The
                    assignment of any Mortgage or Deed of Trust and the related Mortgage
                    Note,
                    in connection with the repurchase of the mortgage loan secured
                    and
                    evidenced thereby.

                


        

        


        
          	7.  	
                  The
                    full assignment of a Mortgage or Deed of Trust upon payment and
                    discharge
                    of all sums secured thereby in conjunction with the refinancing
                    thereof,
                    including, without limitation, the assignment of the related
                    Mortgage
                    Note.

                


        

        


        
          	8.  	
                  With
                    respect to a Mortgage or Deed of Trust, the foreclosure, the
                    taking of a
                    deed in lieu of foreclosure, or the completion of judicial or
                    non-judicial
                    foreclosure or termination, cancellation or rescission of any
                    such
                    foreclosure, including, without limitation, any and all of the
                    following
                    acts:

                


        

        


        
          	a.  	
                  the
                    substitution of trustee(s) serving under a Deed of Trust, in
                    accordance
                    with state law and the Deed of
                    Trust;

                


        

        


        
          	b.  	
                  the
                    preparation and issuance of statements of breach or
                    non-performance;

                


        

        


        
          	c.  	
                  the
                    preparation and filing of notices of default and/or notices of
                    sale;

                


        

        


        
          	d.  	
                  the
                    cancellation/rescission of notices of default and/or notices
                    of
                    sale;

                


        

        


        
          	e.  	
                  the
                    taking of a deed in lieu of foreclosure;
                    and

                


        

        


        
          	f.  	
                  the
                    preparation and execution of such other documents and performance
                    of such
                    other actions as may be necessary under the terms of the Mortgage,
                    Deed of
                    Trust or state law to expeditiously complete said transactions
                    in
                    paragraphs 8.a. through 8.e.,
                    above.

                


        

        


        The
          undersigned gives said Attorney-in-Fact full power and authority to execute
          such
          instruments and to do and perform all and every act and thing necessary
          and
          proper to carry into effect the power or powers granted by or under this
          Limited
          Power of Attorney as fully as the undersigned might or could do, and hereby
          does
          ratify and confirm to all that said Attorney-in-Fact shall lawfully do
          or cause
          to be done by authority hereof. 

        Third
          parties without actual notice may rely upon the exercise of the power granted
          under this Limited Power of Attorney; and may be satisfied that this Limited
          Power of Attorney shall continue in full force and effect and has not been
          revoked unless an instrument of revocation has been made in writing by
          the
          undersigned.


        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        


        


        IN
          WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
          Servicing Agreement among the Depositor, Wells Fargo Bank, National Association
          and the Trustee, dated as of ___________ 1, 200__ (_____________ Asset
          Backed
          Certificates, Series 200__-___), has caused its corporate seal to be hereto
          affixed and these presents to be signed and acknowledged in its name and
          behalf
          by ____________ its duly elected and authorized Vice President this _________
          day of _________, 200__.

        


        
          	 	 	 	 	 	 	 	 	
                  as
                    Trustee for _____ Asset 

                  Backed
                    Certificates, Series 200__-___

                
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	 


        

        


        


        


        
          	
                  STATE
                    OF _____________

                
	 
	
                  COUNTY
                    OF ___________

                


        

        


        


        


        On
          _______________, 200__, before me, the undersigned, a Notary Public in
          and for
          said state, personally appeared ____________, Vice President of
          ____________________ as Trustee for ___________ Asset Backed Certificates,
          Series 200__-___, personally known to me to be the person whose name is
          subscribed to the within instrument and acknowledged to me that he/she
          executed
          that same in his/her authorized capacity, and that by his/her signature
          on the
          instrument the entity upon behalf of which the person acted and executed
          the
          instrument.

        


        WITNESS
          my hand and official seal.

        (SEAL)

        
          	 	 
	 	
                  Notary
                    Public

                
	 	
                  My
                    Commission Expires
                    _________________

                


        

        


        


        




        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

        


        SERVICING
          CRITERIA

        


        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         

        The
          assessment of compliance to be delivered by [the Servicer] [the Master
          Servicer]
          [Name of Subservicer] shall address, at a minimum, the criteria identified
          as
          below as “Relevant Servicing Criteria”:

        


        
          	
                  SERVICING
                    CRITERIA 

                	
                  RELEVANT
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	
                   

                


        

        
          	
                   

                	
                  General
                    Servicing Considerations

                	
                   

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  X

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	
                  X

                
	
                   

                	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                


        


        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        


         

        
          


          
            	
                    SERVICING
                      CRITERIA 

                  	
                    RELEVANT
                      SERVICING CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	
                     

                  


          

        

        
          	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  X

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  X

                
	
                   

                	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  X

                
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's mortgage
                    loans (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  X

                


        


        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        


        
          


          
            	
                    SERVICING
                      CRITERIA 

                  	
                    RELEVANT

                    SERVICING
                      CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	
                     

                  


          

        

        
          	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  X

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	 
	
                   

                	
                   

                	
                   

                


        

        


         

        [NAME
          OF SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

         

        Date: _________________________

         

        


        By:

        Name:
           ________________________________
          

        Title:
           ________________________________

        


        



        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        



        Schedule
          1122 (Pooling and Servicing Agreement)

         

        Assessments
          of Compliance and Attestation Reports Servicing Criteria2 

        


        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	
                  Depositor

                	
                  Seller

                	
                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Paying
                    Agent

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                
	
                  (1) General
                    Servicing Considerations

                	 	 	 	 	 	 	 	 
	
                  (i) monitoring
                    performance or other triggers and events of default

                	 	 	
                  X

                	 	 	 	
                  X

                	
                  X

                
	
                  (ii) monitoring
                    performance of vendors of activities outsourced

                	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (iii) maintenance
                    of back-up servicer for pool assets

                	 	 	 	 	 	 	 	 
	
                  (iv) fidelity
                    bond and E&O policies in effect

                	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (2) Cash
                    Collection and Administration

                	 	 	 	 	 	 	 	 
	
                  (i) timing
                    of deposits to custodial account

                	 	 	
                  X

                	 	 	
                  X

                	
                  X

                	
                  X

                
	
                  (ii) wire
                    transfers to investors by authorized personnel

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                
	
                  (iii) advances
                    or guarantees made, reviewed and approved as required

                	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (iv) accounts
                    maintained as required

                	 	 	
                  X

                	 	 	
                  X

                	
                  X

                	
                  X

                
	
                  (v) accounts
                    at federally insured depository institutions

                	 	 	
                  X

                	 	 	
                  X

                	
                  X

                	
                  X

                
	
                  (vi) unissued
                    checks safeguarded

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                


        


        
          
            
            

          

          
            E-4

            
              

            

          

          
            
            

          

        


        
 

        
          	
                  (vii) monthly
                    reconciliations of accounts

                	 	 	
                  X

                	 	 	
                  X

                	
                  X

                	
                  X

                
	
                  (3) Investor
                    Remittances and Reporting

                	 	 	 	 	 	 	 	 
	
                  (i) investor
                    reports

                	 	 	
                  X

                	 	 	 	
                  X

                	
                  X

                
	
                  (ii) remittances

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                
	
                  (iii) proper
                    posting of distributions

                	 	 	
                  X

                	 	 	
                  X

                	 	
                  X

                
	
                  (iv) reconciliation
                    of remittances and payment statements

                	 	 	
                  X

                	 	 	
                  X

                	
                  X

                	
                  X

                
	
                  (4) Pool
                    Asset Administration

                	 	 	 	 	 	 	 	 
	
                  (i) maintenance
                    of pool collateral

                	 	 	
                  X

                	 	
                  X

                	 	 	 
	
                  (ii) safeguarding
                    of pool assets/documents

                	 	 	
                  X

                	 	
                  X

                	 	 	 
	
                  (iii) additions,
                    removals and substitutions of pool assets

                	 	
                  X

                	
                  X

                	 	 	 	 	 
	
                  (iv) posting
                    and allocation of pool asset payments to pool assets

                	 	 	
                  X

                	 	 	 	 	 
	
                  (v) reconciliation
                    of servicer records

                	 	 	
                  X

                	 	 	 	 	 
	
                  (vi) modifications
                    or other changes to terms of pool assets

                	 	 	
                  X

                	 	 	 	 	 
	
                  (vii) loss
                    mitigation and recovery actions

                	 	 	
                  X

                	 	 	 	 	 
	
                  (viii)records
                    regarding collection efforts

                	 	 	
                  X

                	 	 	 	 	 
	
                  (ix) adjustments
                    to variable interest rates on pool assets

                	 	 	
                  X

                	 	 	 	 	 


        


        
          
            
            

          

          
            E-5

            
              

            

          

          
            
            

          

        


        


        
          	
                  (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

                


        

         

         

          
            

          

        

        
          
            *
              The
              descriptions of the Item 1122(d) servicing criteria use key words and
              phrases
              and are not verbatim recitations of the servicing criteria. Refer to
              Regulation
              AB, Item 1122 for a full description of servicing
              criteria.

          

        



        
          
            
            

          

          
            E-6

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F

        


        MORTGAGE
          LOAN PURCHASE AGREEMENT

         

         

          

            MORTGAGE
              LOAN PURCHASE AGREEMENT

            


            This
              is a
              Mortgage Loan Purchase Agreement (this “Agreement”), dated March 22, 2007,
              between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
              ACE Securities Corp., a Delaware corporation (the “Purchaser”).

            


            Preliminary
              Statement

            


            The
              Seller intends to sell the Mortgage Loans (as hereinafter identified),
              the Swap
              Agreement (as hereinafter defined) and the Cap Agreements (as hereinafter
              defined) to the Purchaser on the terms and subject to the conditions
              set forth
              in this Agreement. The Purchaser intends to deposit the Mortgage Loans
              into a
              mortgage pool comprising the Trust Fund. The Trust Fund will be evidenced
              by a
              single series of mortgage pass-through certificates designated as ACE
              Securities
              Corp. Home Equity Loan Trust, Series 2007-HE3, Asset Backed Pass-Through
              Certificates (the “Certificates”). The Certificates will consist of seventeen
              classes of certificates. The Certificates will be issued pursuant to
              a Pooling
              and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust,
              Series
              2007-HE3, Asset Backed Pass-Through Certificates, dated as of February
              1, 2007
              (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, Wells
              Fargo Bank, National Association as master servicer (the “Master Servicer”) and
              securities administrator (the “Securities Administrator”), Wells Fargo Bank,
              National Association as servicer (the “Servicer”) and HSBC Bank USA, National
              Association as trustee (the “Trustee”). The Purchaser will sell the Class A-1
              Certificates (the “Class A-1 Certificates”), Class A-2A, Class A-2B, Class A-2C
              and Class A-2D Certificates (collectively, the “Class A-2 Certificates”;
              together with the Class A-1 Certificates, the “Class A Certificates”), the Class
              M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
              Class M-8
              and Class M-9 (collectively, the “Publicly Offered Mezzanine Certificates”) to
              Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Second Amended and
              Restated Underwriting Agreement, dated as of June 24, 1999, as amended
              and
              restated to and including January 25, 2006, between the Purchaser and
              DBSI, and
              the Terms Agreement, dated March 22, 2007 (collectively, the “Underwriting
              Agreement”), between the Purchaser and DBSI. Capitalized terms used but not
              defined herein shall have the meanings set forth in the Pooling and
              Servicing
              Agreement. 

            


            The
              parties hereto agree as follows:

            


            SECTION
              1. Agreement
              to Purchase.
              The
              Seller hereby sells, and the Purchaser hereby purchases, on March 22,
              2007 (the
“Closing Date”), (a) certain conventional, one- to four-family, fixed-rate and
              adjustable-rate, first and second lien, residential mortgage loans
              (the
“Mortgage Loans”), having an aggregate principal balance as of the close of
              business on February 1, 2007 (the “Cut-off Date”) of approximately $615,416,605
              (the “Closing Balance”), after giving effect to all payments due on the Mortgage
              Loans on or before the Cut-off Date, whether or not received, including
              the
              right to any Prepayment Charges payable by the related Mortgagors in
              connection
              with any Principal Prepayments on the Mortgage Loans,
              but excluding the rights to the servicing of the Mortgage Loans, which
              are owned
              by the Servicer (the “Servicing Rights”) and (b) all of the Seller’s right,
              title and interest in and to (i) the Cap Agreement between The
              Royal
              Bank of Scotland plc
              and the Trustee,
              as trustee of ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3,
              Asset Backed Pass-Through Certificates dated as of March 22, 2007
              (the “Group I Cap Agreement”), relating to the Class A-1 Certificates and the
              Mezzanine Certificates and (ii) the Cap Agreement between The
              Royal
              Bank of Scotland plc
              and the Trustee, as trustee of ACE Securities Corp. Home Equity Loan
              Trust,
              Series 2007-HE3, Asset Backed Pass-Through Certificates, dated as of
              March 22,
              2007 (the “Group II Cap Agreement”; together with the Group I Cap Agreement, the
“Cap Agreements”) relating to the Class A-2 Certificates and the Mezzanine
              Certificates and (iii) the Swap Agreement between The
              Royal
              Bank of Scotland plc
              and the Trustee, as trustee of ACE Securities Corp. Home Equity Loan
              Trust,
              Series 2007-HE3, Asset Backed Pass-Through Certificates dated as of
              March 22,
              2007 (the “Swap Agreement) relating to the Offered Certificates. 

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            


            SECTION
              2. Mortgage
              Loan Schedule.
              The
              Purchaser and the Seller have agreed upon which of the mortgage loans
              owned by
              the Seller are to be purchased by the Purchaser pursuant to this Agreement
              and
              the Seller will prepare or cause to be prepared on or prior to the
              Closing Date
              a final schedule (the “Closing Schedule”) that shall describe such Mortgage
              Loans and set forth all of the Mortgage Loans to be purchased under
              this
              Agreement, including the Prepayment Charges. The Closing Schedule will
              conform
              to the requirements set forth in this Agreement and to the definition
              of
“Mortgage Loan Schedule” under the Pooling and Servicing Agreement.

            


            SECTION
              3. Consideration.

            


            (a) In
              consideration for the Mortgage Loans, the Swap Agreement and the Cap
              Agreements
              to be purchased hereunder, the Purchaser shall, as described in Section
              8, (i)
              pay to or upon the order of the Seller in immediately available funds
              an amount
              (the “Purchase Price”) equal to (i) $________* and
              (ii)
              a 100% interest in the Class CE, Class P and Class R Certificates (collectively
              the “DB Certificates”). The DB Certificates shall be in the name of “Deutsche
              Bank Securities Inc.”

            


            (b) The
              Purchaser or any assignee, transferee or designee of the Purchaser
              shall be
              entitled to all scheduled payments of principal due after the Cut-off
              Date, all
              other payments of principal due and collected after the Cut-off Date,
              and all
              payments of interest on the Mortgage Loans allocable to the period
              after the
              Cut-off Date. All scheduled payments of principal and interest due
              on or before
              the Cut-off Date and collected after the Cut-off Date shall belong
              to the
              Seller.

            


            (c) Pursuant
              to the Pooling and Servicing Agreement, the Purchaser will assign all
              of its
              right, title and interest in and to the Mortgage Loans, the Swap Agreement
              and
              the Cap Agreements together with its rights under this Agreement, to
              the Trustee
              for the benefit of the Certificateholders.

             

            ________________________

            *    Please
              contact the Mortgage Loan Seller for this information.


            
              
                
                

              

              
                -2-

                
                  

                

              

              
                
                

              

            

             

            SECTION
              4. Transfer
              of the Mortgage Loans.

            


            (a) Possession
              of Mortgage Files.
              The
              Seller does hereby sell to the Purchaser, without recourse but subject
              to the
              terms of this Agreement, all of its right, title and interest in, to
              and under
              the Mortgage Loans, including the related Prepayment Charges, the Swap
              Agreement
              and the Cap Agreements, but excluding the Servicing Rights. The contents
              of each
              Mortgage File not delivered to the Purchaser or to any assignee, transferee
              or
              designee of the Purchaser on or prior to the Closing Date are and shall
              be held
              in trust by the Seller for the benefit of the Purchaser or any assignee,
              transferee or designee of the Purchaser. Upon the sale of the Mortgage
              Loans,
              the ownership of each Mortgage Note, the related Mortgage and the other
              contents
              of the related Mortgage File is vested in the Purchaser and the ownership
              of all
              records and documents with respect to the related Mortgage Loan prepared
              by or
              that come into the possession of the Seller on or after the Closing
              Date shall
              immediately vest in the Purchaser and shall be delivered immediately
              to the
              Purchaser or as otherwise directed by the Purchaser.

            


            (b) Delivery
              of Mortgage Loan Documents.
              The
              Seller will, on or prior to the Closing Date, deliver or cause to be
              delivered
              to the Purchaser or any assignee, transferee or designee of the Purchaser
              each
              of the following documents for each Mortgage Loan:

            


            (i) the
              original Mortgage Note, including any riders thereto, endorsed in blank,
              with
              all prior and intervening endorsements showing a complete chain of
              endorsement
              from the originator to the Person so endorsing to the Trustee;

                 


            (ii) the
              original Mortgage or a certified copy thereof, including any riders
              thereto,
              with evidence of recording thereon, and the original recorded power
              of attorney,
              if the Mortgage was executed pursuant to a power of attorney, with
              evidence of
              recording thereon, and in the case of each MOM Loan, the original Mortgage,
              noting the presence of the MIN of the Loan and either language indicating
              that
              the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
              Loan at
              origination, the original Mortgage and the assignment thereof to MERS®, with
              evidence of recording indicated thereon;

            


            (iii) unless
              such Mortgage Loan is registered on the MERS System, the original Assignment
              of
              Mortgage executed in blank;

            


            (iv) unless
              such Mortgage Loan is a MOM Loan, the original recorded Assignment
              or
              Assignments of the Mortgage, or a certified copy or copies thereof,
              showing a
              complete chain of assignment from the originator to the last Person
              assigning
              the Mortgage;

            


            (v) the
              original or copies of each assumption, modification, written assurance
              or
              substitution agreement, if any;

            


            (vi) the
              original lender’s title insurance policy, together with all endorsements or
              riders that were issued with or subsequent to the issuance of such
              policy,
              insuring the priority of the Mortgage as a first lien or second lien
              on the
              Mortgaged Property represented therein as a fee interest vested in
              the
              Mortgagor;

            



            
              
                
                

              

              
                -3-

                
                  

                

              

              
                
                

              

            


            


            


            (vii) the
              original of any guarantee executed in connection with the Mortgage
              Note, if any;
              and

            


            (viii) the
              original of any security agreement, chattel mortgage or equivalent
              document
              executed in connection with the Mortgage, if any.

            


            Notwithstanding
              anything to the contrary contained in this Section 4, with respect
              to a maximum
              of approximately 1.00% of the Mortgage Loans, by aggregate principal
              balance of
              the Mortgage Loans as of the Cut-off Date, if any original Mortgage
              Note
              referred to in Section 4(b)(i) above cannot be located, the obligations
              of the
              Seller to deliver such documents shall be deemed to be satisfied upon
              delivery
              to the Purchaser or any assignee, transferee or designee of the Purchaser
              of a
              photocopy of such Mortgage Note, if available, with a lost note affidavit
              substantially in the form of Exhibit
              1
              attached
              hereto. If any of the original Mortgage Notes for which a lost note
              affidavit
              was delivered to the Purchaser or any assignee, transferee or designee
              of the
              Purchaser is subsequently located, such original Mortgage Note shall
              be
              delivered to the Purchaser or any assignee, transferee or designee
              of the
              Purchaser within three (3) Business Days; and if any document referred
              to in
              Section 4(b)(ii) or 4(b)(iv) above has been submitted for recording
              but either
              (x) has not been returned from the applicable public recording office
              or (y) has
              been lost or such public recording office has retained the original
              of such
              document, the obligations of the Seller hereunder shall be deemed to
              have been
              satisfied upon delivery to the Purchaser or any assignee, transferee
              or designee
              of the Purchaser promptly upon receipt thereof by or on behalf of the
              Seller of
              either the original or a copy of such document certified by the applicable
              public recording office to be a true and complete copy of the
              original.

            


            In
              the
              event that the original lender’s title insurance policy has not yet been issued,
              the Seller shall deliver to the Purchaser or any assignee, transferee
              or
              designee of the Purchaser a written commitment or interim binder or
              preliminary
              report of title issued by the title insurance or escrow company. The
              Seller
              shall deliver such original title insurance policy to the Purchaser
              or any
              assignee, transferee or designee of the Purchaser promptly upon receipt
              by the
              Seller, if any.

            


            Each
              original document relating to a Mortgage Loan which is not delivered
              to the
              Purchaser or its assignee, transferee or designee, if held by the Seller,
              shall
              be so held for the benefit of the Purchaser, its assignee, transferee
              or
              designee.

            


            In
              connection with the assignment of any Mortgage Loan registered on the
              MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
              expense, within 30 days after the Closing Date, the MERS® System to indicate
              that such Mortgage Loans have been assigned by the Seller to the Purchaser
              and
              by the Purchaser to the Trustee in accordance with this Agreement for
              the
              benefit of the Certificateholders by including (or deleting, in the
              case of
              Mortgage Loans which are repurchased in accordance with this Agreement)
              in such
              computer files (a) the code in the field which identifies the specific
              Trustee
              and (b) the code in the field “Pool Field” which identifies the series of the
              Certificates issued in connection with such Mortgage Loans. The Seller
              further
              agrees that it will not, and will not permit the Servicer or the Master
              Servicer
              to alter the codes referenced in this paragraph with respect to any
              Mortgage
              Loan during the term of this Agreement unless and until such Mortgage
              Loan is
              repurchased in accordance with the terms of this Agreement or the Pooling
              and
              Servicing Agreement.

            



            
              
                
                

              

              
                -4-

                
                  

                

              

              
                
                

              

            


            


            


            (c) Acceptance
              of Mortgage Loans.
              The
              documents delivered pursuant to Section 4(b) hereof shall be reviewed
              by the
              Purchaser or any assignee, transferee or designee of the Purchaser
              at any time
              before or after the Closing Date (and with respect to each document
              permitted to
              be delivered after the Closing Date, within seven days of its delivery)
              to
              ascertain that all required documents have been executed and received
              and that
              such documents relate to the Mortgage Loans identified on the Closing
              Schedule.

            


            (d) Transfer
              of Interest in Agreements.
              The
              Purchaser has the right to assign its interest under this Agreement,
              in whole or
              in part, to the Trustee, as may be required to effect the purposes
              of the
              Pooling and Servicing Agreement, without the consent of the Seller,
              and the
              assignee shall succeed to the rights and obligations hereunder of the
              Purchaser.
              Any expense reasonably incurred by or on behalf of the Purchaser or
              the Trustee
              in connection with enforcing any obligations of the Seller under this
              Agreement
              will be promptly reimbursed by the Seller.

            


            (e) Examination
              of Mortgage Files.
              Prior
              to the Closing Date, the Seller shall either (i) deliver in escrow
              to the
              Purchaser or to any assignee, transferee or designee of the Purchaser
              for
              examination the Mortgage File pertaining to each Mortgage Loan, or
              (ii) make
              such Mortgage Files available to the Purchaser or to any assignee,
              transferee or
              designee of the Purchaser for examination. Such examination may be
              made by the
              Purchaser or the Trustee, and their respective designees, upon reasonable
              notice
              to the Seller during normal business hours before the Closing Date
              and within
              sixty (60) days after the Closing Date.  If any such person makes such
              examination prior to the Closing Date and identifies any Mortgage Loans
              that do
              not conform to the requirements of the Purchaser as described in this
              Agreement,
              such Mortgage Loans shall be deleted from the Closing Schedule.  The
              Purchaser may, at its option and without notice to the Seller, purchase
              all or
              part of the Mortgage Loans without conducting any partial or complete
              examination.  The fact that the Purchaser or any person has conducted
              or has failed to conduct any partial or complete examination of the
              Mortgage
              Files shall not affect the rights of the Purchaser or any assignee,
              transferee
              or designee of the Purchaser to demand repurchase or other relief as
              provided
              herein or under the Pooling and Servicing Agreement.

            


            SECTION
              5. Representations,
              Warranties and Covenants of the Seller.

            


            The
              Seller hereby represents and warrants to the Purchaser, as of the date
              hereof
              and as of the Closing Date, and covenants, that:

            


            (i) The
              Seller is a Delaware corporation with full corporate power and authority
              to
              conduct its business as presently conducted by it to the extent material
              to the
              consummation of the transactions contemplated herein. The Agreement
              has been
              duly authorized, executed and delivered by the Seller. The Seller had
              the full
              corporate power and authority to own the Mortgage Loans and to transfer
              and
              convey the Mortgage Loans to the Purchaser and has the full corporate
              power and
              authority to execute and deliver, engage in the transactions contemplated
              by,
              and perform and observe the terms and conditions of this Agreement;

            



            
              
                
                

              

              
                -5-

                
                  

                

              

              
                
                

              

            


            


            


            (ii) The
              Seller has duly authorized the execution, delivery and performance
              of this
              Agreement, has duly executed and delivered this Agreement, and this
              Agreement,
              assuming due authorization, execution and delivery by the Purchaser,
              constitutes
              a legal, valid and binding obligation of the Seller, enforceable against
              it in
              accordance with its terms except as the enforceability thereof may
              be limited by
              bankruptcy, insolvency or reorganization or by general principles of
              equity;

            


            (iii) The
              execution, delivery and performance of this Agreement by the Seller
              (x) does not
              conflict and will not conflict with, does not breach and will not result
              in a
              breach of and does not constitute and will not constitute a default
              (or an
              event, which with notice or lapse of time or both, would constitute
              a default)
              under (A) any terms or provisions of the organizational documents of
              the Seller,
              (B) any term or provision of any material agreement, contract, instrument
              or
              indenture, to which the Seller is a party or by which the Seller or
              any of its
              property is bound, or (C) any law, rule, regulation, order, judgment,
              writ,
              injunction or decree of any court or governmental authority having
              jurisdiction
              over the Seller or any of its property and (y) does not create or impose
              and
              will not result in the creation or imposition of any lien, charge or
              encumbrance
              (other than any created hereby in favor of the Purchaser and its assignees)
              which would have a material adverse effect upon the Mortgage Loans
              or any
              documents or instruments evidencing or securing the Mortgage Loans;

            


            (iv) No
              consent, approval, authorization or order of, registration or filing
              with, or
              notice on behalf of the Seller to any governmental authority or court
              is
              required, under federal laws or the laws of the State of New York,
              for the
              execution, delivery and performance by the Seller of, or compliance
              by the
              Seller with, this Agreement or the consummation by the Seller of any
              other
              transaction contemplated hereby and by the Pooling and Servicing Agreement;
              provided, however, that the Seller makes no representation or warranty
              regarding
              federal or state securities laws in connection with the sale or distribution
              of
              the Certificates;

            


            (v) The
              Seller is not in violation of, and the execution and delivery of this
              Agreement
              by the Seller and its performance and compliance with the terms of
              this
              Agreement will not constitute a violation with respect to, any order
              or decree
              of any court or any order or regulation of any federal, state, municipal
              or
              governmental agency having jurisdiction over the Seller or its assets,
              which
              violation might have consequences that would materially and adversely
              affect the
              condition (financial or otherwise) or the operation of the Seller or
              its assets
              or might have consequences that would materially and adversely affect
              the
              performance of its obligations and duties hereunder;

            


            (vi) The
              Seller does not believe, nor does it have any reason or cause to believe,
              that
              it cannot perform each and every covenant contained in this
              Agreement;

            


            (vii) Immediately
              prior to the sale of the Mortgage Loans to the Purchaser as herein
              contemplated,
              the Seller was the owner of the related Mortgage and the indebtedness
              evidenced
              by the related Mortgage Note, and, upon the payment to the Seller of
              the
              Purchase Price, in the event that the Seller retains or has retained
              record
              title, the Seller shall retain such record title to each Mortgage,
              each related
              Mortgage Note and the related Mortgage Files with respect thereto in
              trust for
              the Purchaser as the owner thereof from and after the date hereof;

            



            
              
                
                

              

              
                -6-

                
                  

                

              

              
                
                

              

            


            


            


            (viii) There
              are
              no actions or proceedings against, or investigations known to it of,
              the Seller
              before any court, administrative or other tribunal (A) that might prohibit
              its
              entering into this Agreement, (B) seeking to prevent the sale of the
              Mortgage
              Loans by the Seller or the consummation of the transactions contemplated
              by this
              Agreement or (C) that might prohibit or materially and adversely affect
              the
              performance by the Seller of its obligations under, or validity or
              enforceability of, this Agreement;

            


            (ix) The
              consummation of the transactions contemplated by this Agreement are
              in the
              ordinary course of business of the Seller, and the transfer, assignment
              and
              conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
              to
              this Agreement are not subject to the bulk transfer or any similar
              statutory
              provisions in effect in any relevant jurisdiction, except any as may
              have been
              complied with;

            


            (x) The
              Seller has not dealt with any broker, investment banker, agent or other
              person,
              except for the Purchaser or any of its affiliates, that may be entitled
              to any
              commission or compensation in connection with the sale of the Mortgage
              Loans
              (except that an entity that previously financed the Seller’s ownership of the
              Mortgage Loans may be entitled to a fee to release its security interest
              in the
              Mortgage Loans, which fee shall have been paid and which security interest
              shall
              have been released on or prior to the Closing Date);

            


            (xi) There
              is
              no litigation currently pending or, to the best of the Seller’s knowledge
              without independent investigation, threatened against the Seller that
              would
              reasonably be expected to adversely affect the transfer of the Mortgage
              Loans,
              the issuance of the Certificates or the execution, delivery, performance
              or
              enforceability of this Agreement, or that would result in a material
              adverse
              change in the financial condition of the Seller; and

            


            (xii) The
              information set forth in the applicable part of the Closing Schedule
              relating to
              the existence of a Prepayment Charge is complete, true and correct
              in all
              material respects at the date or dates respecting which such information
              is
              furnished and each Prepayment Charge is permissible and enforceable
              in
              accordance with its terms upon the mortgagor’s full and voluntary principal
              prepayment under applicable law, except to the extent that: (1) the
              enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
              receivership and other similar laws relating to creditors’ rights; (2) the
              collectability thereof may be limited due to acceleration in connection
              with a
              foreclosure or other involuntary prepayment; or (3) subsequent changes
              in
              applicable law may limit or prohibit enforceability thereof under applicable
              law.

            


            SECTION
              6. Representations
              and Warranties of the Seller Relating to the Mortgage Loans.

            


            The
              Seller hereby represents and warrants to the Purchaser that as to each
              Mortgage
              Loan as of the Closing Date:

            


            (i) Information
              provided to the Rating Agencies, including the loan level detail, is
              true and
              correct according to the Rating Agency requirements;

            



            
              
                
                

              

              
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            (ii) No
              error,
              omission, misrepresentation, negligence, fraud or similar occurrence
              with
              respect to a Mortgage Loan has taken place on the part of any person,
              including
              without limitation the Mortgagor, any appraiser, any builder or developer,
              or
              any other party involved in the origination of the Mortgage Loan or
              in the
              application of any insurance in relation to such Mortgage Loan;

            


            (iii) Except
              as
              set forth on the Closing Schedule, all payments required to be made
              prior to the
              Cut-off Date with respect to each Mortgage Loan have been made;

            


            (iv) Reserved;

            


            (v) There
              are
              no delinquent taxes, assessment liens or insurance premiums affecting
              the
              related Mortgaged Property;

            


            (vi) The
              terms
              of the Mortgage Note and the Mortgage have not been materially impaired,
              waived,
              altered or modified in any respect, except by written instruments,
              recorded in
              the applicable public recording office if necessary to maintain the
              lien
              priority of the Mortgage. The substance of any such waiver, alteration
              or
              modification has been approved by the title insurer, to the extent
              required by
              the related policy. No Mortgagor has been released, in whole or in
              part, except
              in connection with an assumption agreement (approved by the title insurer
              to the
              extent required by the policy) and which assumption agreement has been
              delivered
              to the Trustee;

            


            (vii) The
              Mortgaged Property is insured against loss by fire and hazards of extended
              coverage (excluding earthquake insurance) in an amount which is at
              least equal
              to the lesser of (i) the amount necessary to compensate for any damage
              or loss
              to the improvements which are a part of such property on a replacement
              cost
              basis or (ii) the outstanding principal balance of the Mortgage Loan.
              If the
              Mortgaged Property is in an area identified on a flood hazard map or
              flood
              insurance rate map issued by the Federal Emergency Management Agency
              as having
              special flood hazards (and such flood insurance has been made available),
              a
              flood insurance policy meeting the requirements of the current guidelines
              of the
              Federal Insurance Administration is in effect. All such insurance policies
              contain a standard mortgagee clause naming the originator of the Mortgage
              Loan,
              its successors and assigns as mortgagee and the Seller has not engaged
              in any
              act or omission which would impair the coverage of any such insurance
              policies.
              Except as may be limited by applicable law, the Mortgage obligates
              the Mortgagor
              thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
              and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
              to maintain such insurance at Mortgagor’s cost and expense and to seek
              reimbursement therefor from the Mortgagor;

            


            (viii) Each
              Mortgage Loan and the related Prepayment Charge, if any, complied in
              all
              material respects with any and all requirements of any federal, state
              or local
              law including, without limitation, usury, truth in lending, anti-predatory
              lending, real estate settlement procedures, consumer credit protection,
              equal
              credit opportunity, fair housing, fair lending or disclosure laws applicable
              to
              the origination and servicing of the Mortgage Loans and the consummation
              of the
              transactions contemplated hereby will not involve the violation of
              any such
              laws;

            



            
              
                
                

              

              
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            (ix) The
              Mortgage has not been satisfied, cancelled, subordinated (other than
              with
              respect to second lien Mortgage Loans, the subordination to the first
              lien) or
              rescinded, in whole or in part, and the Mortgaged Property has not
              been released
              from the lien of the Mortgage, in whole or in part, nor has any instrument
              been
              executed that would effect any such satisfaction, cancellation, subordination,
              rescission or release;

            


            (x) The
              Mortgage was recorded or was submitted for recording in accordance
              with all
              applicable laws and is a valid, existing and enforceable first or second
              lien on
              the Mortgaged Property including all improvements on the Mortgaged
              Property;

            


            (xi) The
              Mortgage Note and the related Mortgage are genuine and each is the
              legal, valid
              and binding obligation of the maker thereof, insured under the related
              title
              policy, and enforceable in accordance with its terms, except to the
              extent that
              the enforceability thereof may be limited by a bankruptcy, insolvency
              or
              reorganization;

            


            (xii) The
              Seller is the sole legal, beneficial and equitable owner of the Mortgage
              Note
              and the Mortgage and has the full right to convey, transfer and sell
              the
              Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
              lien
              (other than with respect to second lien Mortgage Loans, the subordination
              to the
              related first lien), pledge, charge, claim or security interest and
              immediately
              upon the sale, assignment and endorsement of the Mortgage Loans from
              the Seller
              to the Purchaser, the Purchaser shall have good and indefeasible title
              to and be
              the sole legal owner of the Mortgage Loans subject only to any encumbrance,
              equity, lien, pledge, charge, claim or security interest arising out
              of the
              Purchaser’s actions;

            


            (xiii) Unless
              the Mortgaged Property is located in the State of Iowa and an attorney’s
              certificate and/or a certificate of title guaranty has been obtained,
              each
              Mortgage Loan is covered by a valid and binding American Land Title
              Association
              lender’s title insurance policy issued by a title insurer qualified to do
              business in the jurisdiction where the Mortgaged Property is located.
              No claims
              have been filed under such lender’s title insurance policy, and the Seller has
              not done, by act or omission, anything that would impair the coverage
              of the
              lender’s title insurance policy;

            


            (xiv) There
              is
              no material default, breach, violation event or event of acceleration
              existing
              under the Mortgage or the Mortgage Note and no event which, with the
              passage of
              time or with notice and the expiration of any grace or cure period,
              would
              constitute a material default, breach, violation or event of acceleration,
              and
              the Seller has not, nor has its predecessors, waived any material default,
              breach, violation or event of acceleration;

            


            (xv) There
              are
              no mechanics’ or similar liens or claims which have been filed for work, labor
              or material provided to the related Mortgaged Property prior to the
              origination
              of the Mortgage Loan which are or may be liens prior to, or equal or
              coordinate
              with, the lien of the related Mortgage, except as may be disclosed
              in the
              related title policy;

            



            
              
                
                

              

              
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            (xvi) Except
              with respect to approximately 3.44% of the Group I Mortgage Loans and
              approximately 20.80% of the Group II Mortgage Loans, in each case,
              by aggregate
              principal balance as of the Cut-off Date, which are interest-only loans
              and
              approximately 57.59% of the Group I Mortgage Loans and approximately
              59.61% of
              the Group II Mortgage Loans, in each case, by aggregate principal balance
              as of
              the Cut-off Date, which are balloon loans, each Mortgage Note is payable
              on the
              first day of each month in equal monthly installments of principal
              and interest
              (subject to adjustment in the case of the adjustable rate Mortgage
              Loans), with
              interest calculated on a 30/360 basis and payable in arrears, sufficient
              to
              amortize the Mortgage Loan fully by the stated maturity date over an
              original
              term from commencement of amortization to not more than 30 years and
              no Mortgage
              Loan permits negative amortization;

            


            (xvii) The
              servicing practices used in connection with the servicing of the Mortgage
              Loans
              have been in all respects reasonable and customary in the mortgage
              servicing
              industry of like mortgage loan servicers, servicing similar subprime
              mortgage
              loans originated in the same jurisdiction as the Mortgaged
              Property;

            


            (xviii) At
              the
              time of origination of the Mortgage Loan there was no proceeding pending
              for the
              total or partial condemnation of the Mortgaged Property and, as of
              the date such
              Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
              knowledge there is no proceeding pending for the total or partial condemnation
              of the Mortgaged Property;

            


            (xix) The
              Mortgage and related Mortgage Note contain customary and enforceable
              provisions
              such as to render the rights and remedies of the holder thereof adequate
              for the
              realization against the Mortgaged Property of the benefits of the security
              provided thereby, including, (a) in the case of a Mortgage designated
              as a deed
              of trust, by trustee’s sale, and (b) otherwise by judicial
              foreclosure;

            


            (xx) The
              Mortgage Note is not and has not been secured by any collateral except
              the lien
              of the related Mortgage referred to in subsection (x) above;

            


            (xxi) In
              the
              event the Mortgage constitutes a deed of trust, a trustee, duly qualified
              under
              applicable law to serve as such, has been properly designated and currently
              so
              serves and is named in the Mortgage, and no fees or expenses are or
              will become
              payable by the Seller to the trustee under the deed of trust, except
              in
              connection with a trustee’s sale after default by the Mortgagor;

            


            (xxii) The
              Mortgage Note and the Mortgage are not subject to any valid right of
              rescission,
              set-off, counterclaim or defense, including without limitation the
              defense of
              usury, nor will the operation of any of the terms of the Mortgage Note
              or the
              Mortgage, or the exercise of any right thereunder, render either the
              Mortgage
              Note or the Mortgage unenforceable, in whole or in part, or subject
              to any such
              right of rescission, set-off, counterclaim or defense, including without
              limitation the defense of usury, and no such right of rescission, set-off,
              counterclaim or defense has been asserted with respect thereto, subject
              to
              bankruptcy, insolvency, moratorium, receivership and other similar
              laws relating
              to creditors’ rights generally;

            



            
              
                
                

              

              
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            (xxiii) The
              Mortgage Loans were underwritten in accordance with the related originator’s
              underwriting guidelines in effect at the time the Mortgage Loans were
              originated
              (the “Applicable Underwriting Guidelines”), except with respect to certain of
              those Mortgage Loans which had compensating factors permitting a deviation
              from
              the Applicable Underwriting Guidelines;

            


            (xxiv) The
              Mortgaged Property is free of material damage and waste, excepting
              therefrom any
              Mortgage Loan subject to an escrow withhold as shown on the Closing
              Schedule;

            


            (xxv) All
              of
              the improvements which were included in determining the appraised value
              of the
              Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
              no improvements on adjoining properties encroach upon the Mortgaged
              Property,
              excepting therefrom: (i) any encroachment insured against in the lender’s title
              insurance policy identified in subsection (xiii), (ii) any encroachment
              generally acceptable to subprime mortgage loan originators doing business
              in the
              same jurisdiction as the Mortgaged Property, and (iii) any encroachment
              which
              does not materially interfere with the benefits of the security intended
              to be
              provided by such Mortgage;

            


            (xxvi) All
              parties to the Mortgage Note had the legal capacity to execute the
              Mortgage Note
              and the Mortgage, and the Mortgage Note and the Mortgage have been
              duly executed
              by such parties;

            


            (xxvii) To
              the
              best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
              no appraised improvement located on or being part of the Mortgaged
              Property was
              in violation of any applicable zoning law or regulation and all inspections,
              licenses and certificates required in connection with the origination
              of any
              Mortgage Loan with respect to the occupancy of the Mortgaged Property,
              have been
              made or obtained from the appropriate authorities;

            


            (xxviii) No
              Mortgagor has notified the Seller of any relief requested or allowed
              under the
              Servicemembers Civil Relief Act;

            


            (xxix) All
              parties which have held an interest in the Mortgage Loan are (or during
              the
              period in which they held and disposed of such interest, were) (1)
              in compliance
              with any and all applicable licensing requirements of the state wherein
              the
              Mortgaged Property is located, (2) organized under the laws of such
              state, (3)
              qualified to do business in such state, (4) a federal savings and loan
              association or national bank, (5) not doing business in such state,
              or (6)
              exempt from the applicable licensing requirements of such state;

            


            (xxx) The
              Mortgage File contains an appraisal of the related Mortgaged Property
              which was
              made prior to the approval of the Mortgage Loan by a qualified appraiser,
              duly
              appointed by the related originator and was made in accordance with
              the
              Financial Institutions Reform, Recovery, and Enforcement Act of 1989
              and the
              Uniform Standards of Professional Appraisal Practice;

            


            (xxxi) Except
              as
              may otherwise be limited by applicable law, the Mortgage contains a
              provision
              for the acceleration of the payment of the unpaid principal balance
              of the
              Mortgage Loan in the event that the Mortgaged Property is sold or transferred
              without the prior written consent of the Mortgagee thereunder;

            



            
              
                
                

              

              
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            (xxxii) The
              Mortgage Loan does not contain any provision which would constitute
              a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
              paid with
              funds deposited in a separate account established by the related originator,
              the
              Mortgagor or anyone on behalf of the Mortgagor, or paid by any source
              other than
              the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
              the Mortgage loan does not have a shared appreciation or other contingent
              interest feature;

            


            (xxxiii) To
              the
              best of the Seller’s knowledge there is no action or proceeding directly
              involving the Mortgaged Property presently pending in which compliance
              with any
              environmental law, rule or regulation is at issue and the Seller has
              received no
              notice of any condition at the Mortgaged Property which is reasonably
              likely to
              give rise to an action or proceeding in which compliance with any environmental
              law, rule or regulation is at issue;

            


            (xxxiv) Each
              Mortgage Loan is an obligation which is principally secured by an interest
              in
              real property within the meaning of Treasury Regulation section
              1.860G-2(a);

            


            (xxxv) Each
              Mortgage Loan (a) is directly secured by a first or second lien on,
              and consists
              of a single parcel of, real property with a detached one-to-four family
              residence erected thereon, a townhouse, row house or an individual
              condominium
              unit in a condominium project, or an individual unit in a planned unit
              development (“PUD”). Any unit in a PUD or condominium project conforms to the
              requirements of the Applicable Underwriting Guidelines regarding such
              dwellings.
              No residence or dwelling is a mobile home or a manufactured dwelling
              unless it
              is a manufactured dwelling, which is permanently affixed to a foundation
              and
              treated as “real estate” under applicable law. No Mortgaged Property is used for
              commercial purposes. Mortgaged Properties which contain a home office
              shall not
              be considered as being used for commercial purposes as long as the
              Mortgaged
              Property has not been altered for commercial purposes and is not storing
              any
              chemicals or raw materials other than those commonly used for homeowner
              repair,
              maintenance and/or household purposes;

            


            (xxxvi) The
              Mortgage Interest Rate with respect to the Adjustable Rate Mortgage
              Loans is
              subject to adjustment at the time and in the amounts as are set forth
              in the
              related Mortgage Note;

            


            (xxxvii) No
              Mortgage Loan contains a provision whereby the Mortgagor can convert
              an
              Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

            


            (xxxviii) 
              With
              respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
              single-premium credit-life, credit disability, credit unemployment
              or credit
              property insurance policy in connection with the origination of such
              Group I
              Mortgage Loan;

            


            (xxxix) With
              respect to any Group I Mortgage Loan that contains a provision permitting
              imposition of a penalty upon a prepayment prior to maturity: (a) such
              Group I
              Mortgage Loan provides some benefit to the Mortgagor (e.g., a rate
              or fee
              reduction) in exchange for accepting such prepayment penalty; (b) such
              Group I
              Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
              requiring third-party brokers to offer the Mortgagor, the option of
              obtaining a
              mortgage loan that did not require payment of such a penalty; (c) the
              prepayment
              penalty was adequately disclosed to the Mortgagor pursuant to applicable
              state
              and federal law; (d) no Group I Mortgage Loan originated on or after
              October 1,
              2002 will provide for prepayment penalties for a term in excess of
              three years
              and any Group I Mortgage Loans originated prior to such date will not
              provide
              for prepayment penalties for a term in excess of five years; in each
              case unless
              such Group I Mortgage Loan was modified to reduce the prepayment period
              to no
              more than three years from the date of the Mortgage Note and the Mortgagor
              was
              notified in writing of such reduction in prepayment period; and (e)
              such
              prepayment penalty shall not be imposed in any instance where the Group
              I
              Mortgage Loan is accelerated or paid off in connection with the workout
              of a
              delinquent Mortgage or due to the Mortgagor’s default, notwithstanding that the
              terms of such Group I Mortgage Loan or state or federal law might permit
              the
              imposition of such penalty;

            



            
              
                
                

              

              
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            (xl) No
              Mortgage Loan is subject to the Home Ownership and Equity Protection
              Act of 1994
              or any comparable law and no Mortgage Loan is classified and/or defined
              as “high
              cost home”, “covered” (excluding home loans defined as “covered home loans” in
              the New Jersey Home Ownership Security Act of 2002 that were originated
              between
              November 26, 2003 and July 7, 2004) “high risk home” or “predatory” loan under
              any other federal, state or local law (or a similarly classified loan
              using
              different terminology under a law imposing heightened regulatory scrutiny
              or
              additional legal liability for residential mortgage loans having high
              interest
              rates, points and/or fees). No Group I Mortgage Loan has an “annual percentage
              rate” or “total points and fees” payable by the Mortgagor (as each such term is
              defined under HOEPA) that equal or exceed the applicable thresholds
              defined
              under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
              and
              (ii));

            


            (xli) There
              is
              no Mortgage Loan that was originated or modified on or after October
              1, 2002 and
              before March 7, 2003, which is secured by property located in the State
              of
              Georgia. There is no such Mortgage Loan underlying the Certificate
              that was
              originated on or after March 7, 2003, which is a “high cost home loan” as
              defined under the Georgia Fair Lending Act;

            


            (xlii) Reserved;

            


            (xliii) No
              Mortgage Loan is a “High-Cost Home Loan” as defined in the Indiana Home Loan
              Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
              through
              24-9-9);

            


            (xliv) There
              is
              no Mortgage Loan that (a) is secured by property located in the State
              of
              Kentucky; (b) was originated on or after June 24, 2003, and (c) which
              is a “high
              cost home loan” as defined under Kentucky State Statute KRS 360.100, effective
              as of June 24, 2003;

            


            (xlv) There
              is
              no Mortgage Loan that (a) is secured by property located in the State
              of
              Arkansas, (b) has a note date on or after July 16, 2003, and (c) which
              is a
“high cost home loan” as defined under the Arkansas Home Loan Protection Act,
              effective as of July 16, 2003;

            



            
              
                
                

              

              
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            (xlvi) The
              Servicer for each Group I Mortgage Loan has fully furnished, and will
              fully
              furnish, in accordance with the Fair Credit Reporting Act and its implementing
              regulations, accurate and complete information (i.e., favorable and
              unfavorable)
              on its borrower credit files to Equifax, Experian, and Trans Union
              Credit
              Information Company (three of the credit repositories), on a monthly
              basis;

            


            (xlvii) The
              original principal balance of each Group I Mortgage Loan which is secured
              by a
              first or second lien on the related Mortgaged Property is within Freddie
              Mac’s
              dollar amount limits for conforming one-to-four family mortgage loans;
              

            


            (xlviii) No
              Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
              Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);
              No Group
              I Mortgage Loan which is secured by a first lien has an original principal
              balance that exceeds the applicable Freddie Mac loan limit;

            


            (xlix) No
              Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
              Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
              seq.);

            


            (l) No
              Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
              Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1
              et
              seq.);

            


            (li) No
              Mortgage Loan originated in the City of Los Angeles is subject to the
              City of
              Los Angeles California Ordinance 175008 as a home loan;

            


            (lii) No
              Mortgage Loan is a “High Cost Home Loan” as defined under the Maine House Bill
              383 L.D. 494, effective as of September 13, 2003;

            


            (liii) No
              Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
              Section 6L, effective as of April 1, 2003;

            


            (liv) No
              Mortgage Loan is a “home loan” in the state of Nevada; 

            


            (lv) No
              Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
              1574;

            


            (lvi) With
              respect to any Group I Mortgage Loan originated on or after August
              1, 2004,
              neither the related Mortgage nor the related Mortgage Note requires
              the
              Mortgagor to submit to arbitration to resolve any dispute arising out
              of or
              relating in any way to the Mortgage Loan transaction;

            


            (lvii) No
              Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as
              such terms
              are defined in the then current Standard & Poor’s LEVELS®
              Glossary
              which is now Version 5.7, Appendix E (attached hereto as Exhibit
              2))
              and no
              Mortgage Loan originated on or after October 1, 2002 through March
              6, 2003 is
              governed by the Georgia Fair Lending Act;

            



            
              
                
                

              

              
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            (lviii) No
              Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
              Massachusetts Predatory Home Loan Practices Act, effective November
              7, 2004
              (Mass. Ann. Laws Ch. 183C);

            


            (lix) Reserved;

            


            (lx) Reserved;

            


            (lxi) With
              respect to each Group I Mortgage Loan, the methodology used in underwriting
              the
              extension of credit for each Group I Mortgage Loan did not rely solely
              on the
              extent of the Mortgagor’s equity in the collateral as the principal determining
              factor in approving such extension of credit. With respect to each
              Group I
              Mortgage Loan, the methodology employed objective criteria such as
              the
              Mortgagor’s income, assets and liabilities, to the proposed mortgage payment
              and, based on such methodology, the Group I Mortgage Loan's originator
              made a
              reasonable determination that at the time of origination the Mortgagor
              had the
              ability to make timely payments on such Group I Mortgage Loan;

            


            (lxii) Reserved;

            


            (lxiii) Reserved;

            


            (lxiv) With
              respect to any Group I Mortgage Loans that are on manufactured housing,
              upon the
              origination of each such Group I Mortgage Loan the manufactured housing
              unit
              either: (i) will be the principal residence of the Mortgagor or (ii)
              will be
              classified as real property under applicable state law; 

            


            (lxv) Reserved;

            


            (lxvi) With
              respect to any Mortgage Loan that is secured by a second lien on the
              related
              Mortgaged Property, either (i) no consent for the Mortgage Loan is
              required by
              the holder of any related senior lien or (ii) such consent has been
              obtained and
              is contained in the Mortgage File;

            


            (lxvii) With
              respect to each Group I Mortgage Loan, the Mortgagor was not encouraged
              or
              required to select a mortgage loan product offered by the Group I Mortgage
              Loan's originator which is a higher cost product designed for less
              creditworthy
              borrowers, taking into account such facts as, without limitation, the
              Group I
              Mortgage Loan's requirements and the Mortgagor’s credit history, income, assets
              and liabilities. For a Mortgagor who seeks financing through a Group
              I Mortgage
              Loan originator’s higher-priced subprime lending channel, the Mortgagor was
              directed towards or offered the Group I Mortgage Loan originator’s standard
              mortgage line if the Mortgagor was able to qualify for one of the standard
              products;

            


            (lxviii) With
              respect to a Mortgage Loan which is a second lien, as of the date hereof,
              the
              Seller has not received a notice of default of a senior lien on the
              related
              Mortgaged Property which has not been cured;

            


            (lxix) With
              respect to a Group I Mortgage Loan which is a second lien, (a) such
              second lien
              Group I Mortgage Loan is secured by a one- to four-family residence
              that is the
              principal residence of the Mortgagor, (b) the origination amount for
              such second
              lien Group I Mortgage Loan did not exceed one-half of the one-unit
              limitation
              set forth by Freddie Mac for first lien mortgage loans i.e. $208,500
              (in Alaska,
              Guam, Hawaii or Virgin Islands: $312,750), without regard to the number
              of
              units, and (c) the aggregate original principal balance for the first
              lien and
              the second lien mortgage loan does not exceed Freddie Mac’s applicable loan
              limits for first lien mortgage loans for properties of the same type
              as the
              related Mortgaged Property;

            



            
              
                
                

              

              
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            (lxx) No
              Mortgagor under a Group I Mortgage Loan was charged “points and fees” in an
              amount greater than (a) $1,000 or (b) 5% of the principal amount of
              such Group I
              Mortgage Loan, whichever is greater. For purposes of this representation,
              “points and fees” (x) include origination, underwriting, broker and finder’s
              fees and charges that the lender imposed as a condition of making such
              Group I
              Mortgage Loan, whether they were paid to the lender or a third party;
              and (y)
              exclude bona fide discount points, fees paid for actual services rendered
              in
              connection with the origination of the mortgage (such as attorney’s fees,
              notaries fees and fees paid for property appraisals, credit reports,
              surveys,
              title examinations and extracts, flood and tax certifications, and
              home
              inspections); the cost of mortgage insurance or credit-risk price adjustments;
              the costs of title, hazard, and flood insurance policies; state and
              local
              transfer taxes or fees; escrow deposits for the future payment of taxes
              and
              insurance premiums; and other miscellaneous fees and charges, which
              miscellaneous fees and charges, in total, do not exceed 0.25 percent
              of the loan
              amount;

            


            (lxxi) No
              selection procedures were used by the Seller that identified the Mortgage
              Loans
              as being less desirable or valuable than other comparable mortgage
              loans in the
              Seller’s portfolio;

            


            (lxxii) The
              information set forth in the Closing Schedule is true and correct in
              all
              material respects as of the Cut-off Date; 

            


            (lxxiii) No
              Mortgage Loan is secured in whole or in part by the interest of the
              Mortgagor as
              a lessee under a ground lease of the related Mortgaged Property; and
              

            


            (lxxiv) No
              Mortgage Loan is a Seasoned Mortgage Loan. Seasoned Mortgage Loan as
              used
              herein, shall mean a Mortgage Loan for which the related Mortgage Note
              is dated
              more than 1 year before the date of issuance of the Certificates. 

            


            SECTION
              7. Repurchase
              Obligation for Defective Documentation and for Breach of Representation
              and
              Warranty.

            


            (a) The
              representations and warranties contained in Section 6 shall not be
              impaired by
              any review and examination of loan files or other documents evidencing
              or
              relating to the Mortgage Loans or any failure on the part of the Seller
              or the
              Purchaser to review or examine such documents and shall inure to the
              benefit of
              any assignee, transferee or designee of the Purchaser, including the
              Trustee for
              the benefit of the Certificateholders. With respect to the representations
              and
              warranties contained herein as to which the Seller has no knowledge,
              if it is
              discovered that the substance of any such representation and warranty
              was
              inaccurate as of the date such representation and warranty was made
              or deemed to
              be made, and such inaccuracy materially and adversely affects the value
              of the
              related Mortgage Loan or the interest therein of the Purchaser or the
              Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
              knowledge by the Seller with respect to the substance of such representation
              and
              warranty being inaccurate at the time the representation and warranty
              was made,
              the Seller shall take such action described in the following paragraph
              in
              respect of such Mortgage Loan. Notwithstanding anything to the contrary
              contained herein, any breach of a representation or warranty contained
              in
              clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi),
              (lxi),
              (lxiv), (lxvii), (lxix), (lxx) and/or (lxxiv) of Section 6 above, shall
              be
              automatically deemed to affect materially and adversely the interests
              of the
              Purchaser or the Purchaser’s assignee, transferee or designee.

            



            
              
                
                

              

              
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            Upon
              discovery by the Seller, the Purchaser or any assignee, transferee
              or designee
              of the Purchaser of any materially defective document in, or that any
              material
              document was not transferred by the Seller, as listed on a Custodian’s
              preliminary exception report, as described in the Custodial Agreement,
              as part
              of any Mortgage File, or of a breach of any of the representations
              and
              warranties contained in Section 6 that materially and adversely affects
              the
              value of any Mortgage Loan or the interest therein of the Purchaser
              or the
              Purchaser’s assignee, transferee or designee, the party discovering such breach
              shall give prompt written notice to the Seller. Within sixty (60) days
              of its
              discovery or its receipt of notice of any such missing documentation
              that was
              not transferred by the Seller as described above, or of materially
              defective
              documentation, or any such breach of a representation and warranty,
              the Seller
              promptly shall deliver such missing document or cure such defect or
              breach in
              all material respects or, in the event the Seller cannot deliver such
              missing
              document or cannot cure such defect or breach, the Seller shall, within
              ninety
              (90) days of its discovery or receipt of notice of any such missing
              or
              materially defective documentation or of any such breach of a representation
              and
              warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
              Price
              (as such term is defined in the Pooling and Servicing Agreement) or
              (ii)
              pursuant to the provisions of the Pooling and Servicing Agreement,
              cause the
              removal of such Mortgage Loan from the Trust Fund and substitute one
              or more
              Qualified Substitute Mortgage Loans. The Seller shall amend the Closing
              Schedule
              to reflect the withdrawal of such Mortgage Loan from the terms of this
              Agreement
              and the Pooling and Servicing Agreement. The Seller shall deliver to
              the
              Purchaser such amended Closing Schedule and shall deliver such other
              documents
              as are required by this Agreement or the Pooling and Servicing Agreement
              within
              five (5) days of any such amendment. Any repurchase pursuant to this
              Section
              7(a) shall be accomplished by transfer to an account designated by
              the Purchaser
              of the amount of the Purchase Price in accordance with Section 2.03
              of the
              Pooling and Servicing Agreement. Any repurchase required by this Section
              shall
              be made in a manner consistent with Section 2.03 of the Pooling and
              Servicing
              Agreement.

            


            (b) If
              the
              representation made by the Seller in Section 5(xii) is breached, the
              Seller
              shall not have the right or obligation to cure, substitute or repurchase
              the
              affected Mortgage Loan but shall remit to the Servicer for deposit
              in the
              related Collection Account, prior to the next succeeding Servicer Remittance
              Date, the amount of the Prepayment Charge indicated on the applicable
              part of
              the Closing Schedule to be due from the Mortgagor in the circumstances
              less any
              amount collected and remitted to the Servicer for deposit into the
              Collection
              Account.

            


            (c) It
              is
              understood and agreed that the obligations of the Seller set forth
              in this
              Section 7 to cure or repurchase a defective Mortgage Loan (and to make
              payments
              pursuant to Section 7(b)) constitute the sole remedies of the Purchaser
              against
              the Seller respecting a missing document or a breach of the representations
              and
              warranties contained in Section 5(xii) or Section 6.

            



            
              
                
                

              

              
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            SECTION
              8. Closing;
              Payment for the Mortgage Loans. The
              closing of the purchase and sale of the Mortgage Loans, the Swap
              Agreement
              and the
              Cap Agreements
              shall be
              held at the New York City office of Thacher Proffitt & Wood llp
              at 10:00
              a.m. New York City time on the Closing Date.

            


            The
              closing shall be subject to each of the following conditions:

            


            (a) All
              of
              the representations and warranties of the Seller under this Agreement
              shall be
              true and correct in all material respects as of the date as of which
              they are
              made and no event shall have occurred which, with notice or the passage
              of time,
              would constitute a default under this Agreement;

            


            (b) The
              Purchaser shall have received, or the attorneys of the Purchaser shall
              have
              received in escrow (to be released from escrow at the time of closing),
              all
              closing documents as specified in Section 9 of this Agreement, in such
              forms as
              are agreed upon and acceptable to the Purchaser, duly executed by all
              signatories other than the Purchaser as required pursuant to the respective
              terms thereof;

            


            (c) The
              Seller shall have delivered or caused to be delivered and released
              to the
              Purchaser or to its designee, all documents (including without limitation,
              the
              Mortgage Loans) required to be so delivered by the Purchaser pursuant
              to Section
              2.01 of the Pooling and Servicing Agreement; and

            


            (d) All
              other
              terms and conditions of this Agreement and the Pooling and Servicing
              Agreement
              shall have been complied with.

            


            Subject
              to the foregoing conditions, the Purchaser shall deliver or cause to
              be
              delivered to the Seller on the Closing Date, against delivery and release
              by the
              Seller to the Trustee of all documents required pursuant to the Pooling
              and
              Servicing Agreement, the consideration for the Mortgage Loans as specified
              in
              Section 3 of this Agreement.

            


            SECTION
              9. Closing
              Documents.
              Without
              limiting the generality of Section 8 hereof, the closing shall be subject
              to
              delivery of each of the following documents:

            


            (a) An
              Officers’ Certificate of the Seller, dated the Closing Date, upon which the
              Purchaser and DBSI may rely with respect to certain facts regarding
              the sale of
              the Mortgage Loans by the Seller to the Purchaser;

            


            (b) An
              Opinion of Counsel of the Seller, dated the Closing Date and addressed
              to the
              Purchaser and DBSI;

             

            
              
                
                

              

              
                -18-

                
                  

                

              

              
                
                

              

            

            (c) Such
              opinions of counsel as the Rating Agencies or the Trustee may request
              in
              connection with the sale of the Mortgage Loans by the Seller to the
              Purchaser or
              the Seller’s execution and delivery of, or performance under, this Agreement;
              and

             

            (d) Such
              further information, certificates, opinions and documents as the Purchaser
              or
              DBSI may reasonably request.

            


            SECTION
              10. Costs.
              The
              Seller shall pay (or shall reimburse the Purchaser or any other Person
              to the
              extent that the Purchaser or such other Person shall pay) all costs
              and expenses
              incurred in connection with the transfer and delivery of the Mortgage
              Loans,
              including without limitation, fees for title policy endorsements and
              continuations, the fees and expenses of the Seller’s accountants and attorneys,
              the costs and expenses incurred in connection with producing the Servicer’s loan
              loss, foreclosure and delinquency experience, and the costs and expenses
              incurred in connection with obtaining the documents referred to in
              Sections
              9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
              reproducing) and delivering this Agreement, the Pooling and Servicing
              Agreement,
              the Certificates, the prospectus and prospectus supplement, and any
              private
              placement memorandum relating to the Certificates and other related
              documents,
              the initial fees, costs and expenses of the Trustee, the fees and expenses
              of
              the Purchaser’s counsel in connection with the preparation of all documents
              relating to the securitization of the Mortgage Loans, the filing fee
              charged by
              the Securities and Exchange Commission for registration of the Certificates
              and
              the fees charged by any rating agency to rate the Certificates.  All
              other costs and expenses in connection with the transactions contemplated
              hereunder shall be borne by the party incurring such expense.

            


            SECTION
              11. Servicing.
              The
              Mortgage Loans will be master serviced by the Master Servicer under
              the Pooling
              and Servicing Agreement and serviced by the Servicer under the Pooling
              and
              Servicing Agreement, on behalf of the Trust, and the Seller has represented
              to
              the Purchaser that such Mortgage Loans are not subject to any other
              servicing
              agreements with third parties.  It is understood and agreed between
              the Seller and the Purchaser that the Mortgage Loans are to be delivered
              free
              and clear of any servicing agreements.  Neither the Purchaser nor any
              affiliate of the Purchaser is servicing the Mortgage Loans under any
              such
              servicing agreement and, accordingly, neither the Purchaser nor any
              affiliate of
              the Purchaser is entitled to receive any fee for releasing the Mortgage
              Loans
              from any such servicing agreement.  The Seller shall arrange for the
              orderly transfer of such servicing to the Servicer.  For so long as
              the Master Servicer master services the Mortgage Loans and the Servicer
              services
              the Mortgage Loans, the Master Servicer shall be entitled to the Master
              Servicing Fee and the Servicer shall be entitled to the Servicing Fee
              and such
              other payments as provided for under the terms of the Pooling and Servicing
              Agreement.

            


            SECTION
              12. Mandatory
              Delivery; Grant of Security Interest.  The
              sale and delivery on the Closing Date of the Mortgage Loans (exclusive
              of the
              Servicing Rights) described on the Closing Schedule in accordance with
              the terms
              and conditions of this Agreement is mandatory.  It is specifically
              understood and agreed that each Mortgage Loan is unique and identifiable
              on the
              date hereof and that an award of money damages would be insufficient
              to
              compensate the Purchaser for the losses and damages incurred by the
              Purchaser in
              the event of the Seller’s failure to deliver the Mortgage Loans on or before the
              Closing Date.  The Seller hereby grants to the Purchaser a lien on and
              a continuing security interest in the Seller’s interest in each Mortgage Loan
              and each document and instrument evidencing each such Mortgage Loan
              to secure
              the performance by the Seller of its obligation hereunder, and the
              Seller agrees
              that it holds such Mortgage Loans in custody for the Purchaser, subject
              to the
              Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan
              to
              the extent permitted by this Agreement and (ii) obligation to deliver
              or cause
              to be delivered the consideration for the Mortgage Loans pursuant to
              Section 8
              hereof.  Any Mortgage Loans rejected by the Purchaser shall
              concurrently therewith be released from the security interest created
              hereby.  All rights and remedies of the Purchaser under this Agreement
              are distinct from, and cumulative with, any other rights or remedies
              under this
              Agreement or afforded by law or equity and all such rights and remedies
              may be
              exercised concurrently, independently or successively.

            



            
              
                
                

              

              
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            Notwithstanding
              the foregoing, if on the Closing Date, each of the conditions set forth
              in
              Section 8 hereof shall have been satisfied and the Purchaser shall
              not have paid
              or caused to be paid the Purchase Price, or any such condition shall
              not have
              been waived or satisfied and the Purchaser determines not to pay or
              cause to be
              paid the Purchase Price, the Purchaser shall immediately effect the
              redelivery
              of the Mortgage Loans, if delivery to the Purchaser has occurred, and
              the
              security interest created by this Section 12 shall be deemed to have
              been
              released.

             

             

             

             

            
 


            
              
                
                

              

              
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            SECTION
              13. Notices.  All
              demands, notices and communications hereunder shall be in writing and
              shall be
              deemed to have been duly given if personally delivered to or mailed
              by
              registered mail, postage prepaid, or transmitted by fax and, receipt
              of which is
              confirmed by telephone, if to the Purchaser, addressed to the Purchaser
              at 6525
              Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax:
              (704)
              365-1362, Attention: Doris Hearn, or such other address as may hereafter
              be
              furnished to the Seller in writing by the Purchaser; and if to the
              Seller,
              addressed to the Seller at 60 Wall Street, New York, New York 10005,
              fax: (212)
              250-2740, Attention:  Michael Commaroto, or to such other address as
              the Seller may designate in writing to the Purchaser.

            


            SECTION
              14. Severability
              of Provisions.  Any
              part, provision, representation or warranty of this Agreement that
              is prohibited
              or that is held to be void or unenforceable shall be ineffective to
              the extent
              of such prohibition or unenforceability without invalidating the remaining
              provisions hereof.  Any part, provision, representation or warranty of
              this Agreement that is prohibited or unenforceable or is held to be
              void or
              unenforceable in any jurisdiction shall, as to such jurisdiction, be
              ineffective
              to the extent of such prohibition or unenforceability without invalidating
              the
              remaining provisions hereof, and any such prohibition or unenforceability
              in any
              jurisdiction as to any Mortgage Loan shall not invalidate or render
              unenforceable such provision in any other jurisdiction.  To the extent
              permitted by applicable law, the parties hereto waive any provision
              of law which
              prohibits or renders void or unenforceable any provision hereof.

            


            SECTION
              15. Agreement
              of Parties.  The
              Seller and the Purchaser each agree to execute and deliver such instruments
              and
              take such actions as either of them may, from time to time, reasonably
              request
              in order to effectuate the purpose and to carry out the terms of this
              Agreement
              and the Pooling and Servicing Agreement.

            


            SECTION
              16. Survival.  The
              Seller agrees that the representations, warranties and agreements made
              by it
              herein and in any certificate or other instrument delivered pursuant
              hereto
              shall be deemed to be relied upon by the Purchaser, notwithstanding
              any
              investigation heretofore or hereafter made by the Purchaser or on its
              behalf,
              and that the representations, warranties and agreements made by the
              Seller
              herein or in any such certificate or other instrument shall survive
              the delivery
              of and payment for the Mortgage Loans and shall continue in full force
              and
              effect, notwithstanding any restrictive or qualified endorsement on
              the Mortgage
              Notes and notwithstanding subsequent termination of this Agreement,
              the Pooling
              and Servicing Agreement or the Trust Fund.

            


            SECTION
              17. GOVERNING
              LAW.  THIS
              AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
              OF THE
              PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
              THE LAWS
              (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE
              OF NEW
              YORK.  THE
              PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402
              OF THE
              NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
              AGREEMENT.

            



            
              
                
                

              

              
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            SECTION
              18. Miscellaneous.
              This
              Agreement may be executed in two or more counterparts, each of which
              when so
              executed and delivered shall be an original, but all of which together
              shall
              constitute one and the same instrument.  This Agreement shall inure to
              the benefit of and be binding upon the parties hereto and their respective
              successors and assigns.  This Agreement supersedes all prior
              agreements and understandings relating to the subject matter
              hereof.  Neither this Agreement nor any term hereof may be changed,
              waived, discharged or terminated orally, but only by an instrument
              in writing
              signed by the party against whom enforcement of the change, waiver,
              discharge or
              termination is sought.  The headings in this Agreement are for
              purposes of reference only and shall not limit or otherwise affect
              the meaning
              hereof.

            


            It
              is the
              express intent of the parties hereto that the conveyance of the Mortgage
              Loans,
              the Swap Agreement and the Cap Agreements by the Seller to the Purchaser
              as
              provided in Section 4 hereof be, and be construed as, a sale of the
              Mortgage
              Loans, the Swap Agreement and the Cap Agreements by the Seller to the
              Purchaser
              and not as a pledge of the Mortgage Loans, the Swap Agreement and the
              Cap
              Agreements by the Seller to the Purchaser to secure a debt or other
              obligation
              of the Seller. However, in the event that, notwithstanding the aforementioned
              intent of the parties, the Mortgage Loans, the Swap Agreement and the
              Cap
              Agreements are held to be property of the Seller, then (a) it is the
              express
              intent of the parties that such conveyance be deemed a pledge of the
              Mortgage
              Loans, the Swap Agreement and the Cap Agreements by the Seller to the
              Purchaser
              to secure a debt or other obligation of the Seller and (b) (1) this
              Agreement
              shall also be deemed to be a security agreement within the meaning
              of Articles 8
              and 9 of the New York Uniform Commercial Code; (2) the conveyance provided
              for
              in Section 4 hereof shall be deemed to be a grant by the Seller to
              the Purchaser
              of a security interest in all of the Seller’s right, title and interest in and
              to the Mortgage Loans, the Swap Agreement and the Cap Agreements and
              all amounts
              payable to the holders of the Mortgage Loans, the Swap Agreement and
              the Cap
              Agreements in accordance with the terms thereof and all proceeds of
              the
              conversion, voluntary or involuntary, of the foregoing into cash, instruments,
              securities or other property, including without limitation all amounts,
              other
              than investment earnings, from time to time held or invested in the
              Collection
              Account whether in the form of cash, instruments, securities or other
              property;
              (3) the possession by the Purchaser or its agent of Mortgage Notes,
              the related
              Mortgages and such other items of property that constitute instruments,
              money,
              negotiable documents or chattel paper shall be deemed to be “possession by the
              secured party” for purposes of perfecting the security interest pursuant to
              Section 9-305 of the New York Uniform Commercial Code; and (4) notifications
              to
              persons holding such property and acknowledgments, receipts or confirmations
              from persons holding such property shall be deemed notifications to,
              or
              acknowledgments, receipts or confirmations from, financial intermediaries,
              bailees or agents (as applicable) of the Purchaser for the purpose
              of perfecting
              such security interest under applicable law. Any assignment of the
              interest of
              the Purchaser pursuant to Section 4(d) hereof shall also be deemed
              to be an
              assignment of any security interest created hereby. The Seller and
              the Purchaser
              shall, to the extent consistent with this Agreement, take such actions
              as may be
              necessary to ensure that, if this Agreement were deemed to create a
              security
              interest in the Mortgage Loans, the Swap Agreement and the Cap Agreements,
              such
              security interest would be deemed to be a perfected security interest
              of first
              priority under applicable law and will be maintained as such throughout
              the term
              of this Agreement and the Pooling and Servicing Agreement.

            



            
              
                
                

              

              
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            SECTION
              19. Third
              Party Beneficiary.  The
              parties hereto acknowledge and agree that DBSI and each of its respective
              successors and assigns shall have all the rights of a third-party beneficiary
              in
              respect of Section 12 of this Agreement and shall be entitled to rely
              upon and
              directly enforce the provisions of Section 12 of this Agreement.

            


            


             


            
              
                
                

              

              
                -23-

                
                  

                

              

              
                
                

              

            



            IN
              WITNESS WHEREOF, the Purchaser and the Seller have caused their names
              to be
              signed by their respective officers thereunto duly authorized as of
              the date
              first above written.

             

            DB
              STRUCTURED PRODUCTS, INC.

             

            By:
              /s/
              Rika Yano            

            Name:
              Rika Yano

            Title:
              Vice President

             

            By:
              /s/
              Susan Valenti          

            Name:
              Susan Valenti

            Title:
              Managing Director

             

             

            ACE
              SECURITIES CORP.

             

            By:
              /s/
              Evelyn Echevarria        

            Name:
              Evelyn Echevarria

            Title:
              Vice President

             

            By: /s/
              Doris Hearn            

            Name:
              Doris
              Hearn

            Title:
              Vice President

             

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
              1

             

            Loan
              #:
_______

            Borrower:
              _____

             

            LOST
              NOTE
              AFFIDAVIT

             

            I,
              as
              _____________________ of ____________________, a _______________ am
              authorized
              to make this Affidavit on behalf of __________________ (the “Seller”). In
              connection with the administration of the Mortgage Loans held by
              ______________________, a _______________ corporation as Seller on
              behalf of
              ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

             

            1. The
              Seller’s address is:        
______________________

                                                                 
              ______________________

                                                                 
              ______________________

            


            2. The
              Seller previously delivered to the Purchaser a signed Initial Certification
              with
              respect to such Mortgage and/or Assignment of Mortgage;

             

            3. Such
              Mortgage Note and/or Assignment of Mortgage was assigned or sold to
              the
              Purchaser by __________________,
              a                                       pursuant
              to the terms and provisions of a Mortgage Loan Purchase Agreement dated
              as of
              _____________;

             

            4. Such
              Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
              to a
              request for release of Documents;

             

            5. Aforesaid
              Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
              lost;

             

            6. Deponent
              has made or caused to be made a diligent search for the Original and
              has been
              unable to find or recover same;

             

            7. The
              Seller was the Seller of the Original at the time of the loss; and

             

            8. Deponent
              agrees that, if said Original should ever come into Seller’s possession, custody
              or power, Seller will immediately and without consideration surrender
              the
              Original to the Purchaser.

             

            9. Attached
              hereto is a true and correct copy of (i) the Note, endorsed in blank
              by the
              Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which
              secures the
              Note, which Mortgage or Deed of Trust is recorded in the county where
              the
              property is located.

             

            10. Deponent
              hereby agrees that the Seller (a) shall indemnify and hold harmless
              the
              Purchaser, its successors and assigns, against any loss, liability
              or damage,
              including reasonable attorney’s fees, resulting from the unavailability of any
              Notes, including but not limited to any loss, liability or damage arising
              from
              (i) any false statement contained in this Affidavit, (ii) any claim
              of any party
              that purchased a mortgage loan evidenced by the Lost Note or any interest
              in
              such mortgage loan, (iii) any claim of any borrower with respect to
              the
              existence of terms of a mortgage loan evidenced by the Lost Note on
              the related
              property to the fact that the mortgage loan is not evidenced by an
              original note
              and (iv) the issuance of a new instrument in lieu thereof (items (i)
              through
              (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
              Rating Agency in connection with placing such Lost Note into a Pass-Through
              Transfer, shall obtain a surety from an insurer acceptable to the applicable
              Rating Agency to cover any Losses with respect to such Lost Note.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


             

            11. This
              Affidavit is intended to be relied upon by the Purchaser, its successors
              and
              assigns. Seller represents and warrants that is has the authority to
              perform its
              obligations under this Affidavit of Lost Note.

             

            Executed
              this _ day of _______, 200_.

             

             

            ______________________________________

            


            By:
              __________________________________

            Name:

            Title:

             

            On
              this
              __ day of ______, 200_, before me appeared ______________________ to
              me
              personally known, who being duly sworn did say that he is the
              _______________________ of ____________________, a ______________________
              and
              that said Affidavit of Lost Note was signed and sealed on behalf of
              such
              corporation and said acknowledged this instrument to be the free act
              and deed of
              said entity.

             

            Signature:

             

            [Seal]

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



            EXHIBIT
              2

            APPENDIX
              E — Standard & Poor’s Predatory Lending Categories

             

            Standard
              & Poor’s has categorized loans governed by anti-predatory lending laws in
              the Jurisdictions listed below into three categories based upon a combination
              of
              factors that include (a) the risk exposure associated with the assignee
              liability and (b) the tests and thresholds set forth in those laws.
              Note that
              certain loans classified by the relevant statute as Covered are included
              in
              Standard & Poor’s High Cost Loan Category because they included thresholds
              and tests that are typical of what is generally considered High Cost
              by the
              industry. 

             

            Standard
              & Poor’s High Cost Loan Categorization 

             

            
              	
                      Standard
                        & Poor’s High Cost Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      Arkansas
                        

                    	
                      Arkansas
                        Home Loan Protection Act, Ark; Code Ann. §§ 23-53-101
                        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 

                    
	
                      Georgia
                        as amended (Mar. 7, 2003 - current) 

                    	
                      Georgia
                        Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                        

                      Effective
                        for loans closed on or after March 7, 2003 

                    	
                      High
                        Cost Home Loan 

                    
	
                      HOEPA
                        Section 32 

                    	
                      Home
                        Ownership and Equity Protection Act of 1994, 

                      15
                        U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 

                      Effective
                        October 1, 1995, amendments October 1, 

                      2002
                        

                    	
                      High
                        Cost Loan 

                    


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	
                      Standard
                        & Poor’s High Cost Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      Illinois

                    	
                      High
                        Risk Home Loan Act, Ill. Comp. Stat. tit. 815, 

                      §§
                        l37-5 et seq. 

                      Effective
                        January 1, 2004 (prior to this date, regulations under Residential
                        Mortgage License Act effective from May 14, 2001) 

                    	
                      High
                        Risk Home Loan 

                    
	
                      Indiana
                        

                    	
                      Indiana
                        Home Loan Practices Act, Ind. Code Ann. 

                      §§
                        24-9-1-1 et seq. 

                      Effective
                        January 1, 2005; amended by 2005 HB 

                      1179,
                        effective July 1, 2005. 

                    	
                      High
                        Cost Home Loans 

                    
	
                      Kansas
                        

                    	
                      Consumer
                        Credit Code, Kan. Stat. Ann. §§ 16a-1-101 

                      et seq.
                        

                      Sections
                        16a-1-301 and 16a-3-207 became effective 

                      April
                        14, 1999; Section 16a-3-308à became effective 

                      July
                        l, 1999

                    	
                      High
                        Loan to Value Consumer Loan (id.
§
                        16a-3-207) and; 

                    
	
                      High
                        APR Consumer Loan (id.
§
                        16a-3-308a)

                    
	
                      Kentucky
                        

                    	
                      2003
                        KY H.B. 287 - High Cost Home Loan Act, Ky. 

                      Rev.
                        Stat. §§ 360.100 et seq.

                      Effective
                        June 24, 2003 

                    	
                      High
                        Cost Home Loan

                    
	
                      Maine
                        

                    	
                      Truth
                        in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                      Effective
                        September 29, 1995 and as amended from time to time 

                    	
                      High
                        Rate High Fee Mortgage

                    
	
                      Massachusetts
                        

                    	
                      Part
                        40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                        and 

                      209
                        C.M.R. §§ 40.01 et seq.
                        

                      Effective
                        March 22, 2001 and amended from time to 

                      time
                        

                    	
                      High
                        Cost Home Loan 

                    
	
                      Nevada
                        

                    	
                      Assembly
                        Bill No. 284, Nev. Rev. Stat. §§ 598D.010 

                      et seq.

                      Effective
                        October 1, 2003 

                    	
                      Home
                        Loan 

                    
	
                      New
                        Jersey 

                    	
                      New
                        Jersey Home Ownership Security Act of 2002, 

                      N.J.
                        Rev. Stat. §§ 46:10B-22 et seq.
                        

                      Effective
                        for loans closed on or after November 27, 

                      2003
                        

                    	
                      High
                        Cost Home Loan 

                    
	
                      New
                        Mexico

                    	
                      Home
                        Loan Protection Act, N.M. Rev. Stat. §§ 58- 

                      21A-1
                        et seq.
                        

                      Effective
                        as of January 1, 2004; Revised as of 

                      February
                        26, 2004 

                    	
                      High
                        Cost Home Loan

                    
	
                      New
                        York 

                    	
                      N.Y.
                        Banking Law Article 6-I

                      Effective
                        for applications made on or after April 1, 

                      2003
                        

                    	
                      High
                        Cost Home Loan 

                    
	
                      North
                        Carolina 

                    	
                      Restrictions
                        and Limitations on High Cost Home 

                      Loans,
                        N.C. Gen. Stat. §§ 24-1.1E et seq.
                        

                      Effective
                        July 1, 2000; amended October 1,
                        2003
                        

                      (adding
                        open-end lines of credit) 

                    	
                      High
                        Cost Home Loan 

                    


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	
                      Standard
                        & Poor’s High Cost Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      Ohio

                    	
                      H.B.
                        386 (codified in various sections of the Ohio 

                      Code),
                        Ohio Rev. Code Ann. §§ 1349.25 et seq.

                      Effective
                        May 24, 2002

                    	
                      Covered
                        Loan

                    
	
                      Oklahoma

                    	
                      Consumer
                        Credit Code (codified in various sections

                      of
                        Title 14A)

                      Effective
                        July 1, 2000; amended effective January 1,

                      2004

                    	
                      Subsection
                        10 Mortgage

                    
	
                      Rhode
                        Island

                    	
                      Rhode
                        Island Home Loan Protection Act, R.I. Gen.

                      Laws
                        §§ 34-25.2-1 et seq.
                        Effective December 31,

                      2006

                    	
                      High
                        Cost Home Loan

                    
	
                      South
                        Carolina

                    	
                      South
                        Carolina High Cost and Consumer Home

                      Loans
                        Act, S.C. Code Ann. §§ 37-23-10 et seq.

                      Effective
                        for loans taken on or after January 1, 2004

                    	
                      High
                        Cost Home Loan

                    
	
                      Tennessee

                    	
                      Tennessee
                        Home Loan Protection Act, Tenn. Code

                      Ann.
                        §§ 45-20-101 et seq.
                        Effective January 1, 2007.

                    	
                      High
                        Cost Home Loan

                    
	
                      West
                        Virginia

                    	
                      West
                        Virginia Residential Mortgage Lender, Broker

                      and
                        Servicer Act, W. Va. Code Ann. §§ 31-17-1 et

                      seq.

                      Effective
                        June 5, 2002

                    	
                      West
                        Virginia Mortgage

                      Loan
                        Act Loan

                    


            

            


            
              	
                      Standard
                        & Poor’s Covered Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      Georgia
                        (Oct. 1, 2002 - Mar. 6, 2003)

                    	
                      Georgia
                        Fair Lending Act, Ga. Code Ann.

                      §§
                        7-6A-1 et seq.

                      Effective
                        October 1, 2002 - March 6, 2003

                    	
                      Covered
                        Loan

                    
	
                      New
                        Jersey

                    	
                      New
                        Jersey Home Ownership Security Act of

                      2002,
                        N.J. Rev. Stat. §§ 46:10B-22 et seq.

                      Effective
                        November 27, 2003 - July 5, 2004

                    	
                      Covered
                        Home Loan

                    


            

            


            
              	
                      Standard
                        & Poor’s Home Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      Georgia
                        (Oct. 1, 2002 - 

                      March
                        6, 2003

                    	
                      Georgia
                        Fair Lending Act, Ga. Code Ann. 

                      §§
                        7-6A-1 et seq.

                      Effective
                        October 1, 2002 - March 6, 2003

                    	
                      Home
                        Loan

                    


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	
                      Standard
                        & Poor’s Home Loan Categorization

                    
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending 

                      Law/Effective
                        Date

                    	
                      Category
                        under 

                      Applicable
                        Anti-Predatory 

                      Lending
                        Law

                    
	
                      New
                        Jersey

                    	
                      New
                        Jersey Home Ownership Security Act of 2002,

                      N.J.
                        Rev. Stat. §§ 46:10B-22 et seq.

                      Effective
                        for loans closed on or after November 27,

                      2003

                    	
                      Home
                        Loan

                    
	
                      New
                        Mexico

                    	
                      Home
                        Loan Protection Act, N.M. Rev. Stat. 

                      §§
                        58-21A-1 et seq.

                      Effective
                        as of January 1, 2004; Revised as of 

                      February
                        26, 2004

                    	
                      Home
                        Loan

                    
	
                      North
                        Carolina

                    	
                      Restrictions
                        and Limitations on High Cost Home

                      Loans,
                        N.C. Gen. Stat. §§ 24-1.1E et seq.

                      Effective
                        July 1, 2000; amended October 1, 2003

                      (adding
                        open-end lines of credit)

                    	
                      Consumer
                        Home Loan

                    
	
                      South
                        Carolina

                    	
                      South
                        Carolina High Cost and Consumer Home

                      Loans
                        Act, S.C. Code Ann. §§ 37-23-10 et seq.

                      Effective
                        for loans taken on or after January 1, 2004

                    	
                      Consumer
                        Home Loan

                    


            

            


            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

        EXHIBIT
          G

        FORM
          10-D, FORM 8-K AND FORM 10-K

        REPORTING
          RESPONSIBILITY

        


        As
          to
          each item described below, the entity indicated as the Responsible Party
          shall
          be primarily responsible for reporting the information to the party identified
          as responsible for preparing the Securities Exchange Act Reports pursuant
          to
          Section 5.06(a)(ii). 

        


        Under
          Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
          included in the periodic Distribution Date statement under Section 5.02,
          provided by the Securities Administrator based on information received
          from the
          Master Servicer; and b) items marked “Form 10-D report” are required to be in
          the Form 10-D report but not the monthly statement, provided by the party
          indicated. Information under all other Items of Form 10-D is to be included
          in
          the Form 10-D report.

         

        
          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	
                    10-D

                  	
                    Must
                      be filed within 15 days of the distribution date for the asset-backed
                      securities.

                  	 	 	 	 
	 	
                    1

                  	
                    Distribution
                      and Pool Performance Information

                  	 	 	 	 	 	 	 
	
                    Item
                      1121(a) - Distribution and Pool Performance
                      Information

                  	 	 	 	 	 	 	 
	
                    (1)
                      Any applicable record dates, accrual dates, determination dates
                      for
                      calculating distributions and actual distribution dates for
                      the
                      distribution period.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (2)
                      Cash flows received and the sources thereof for distributions,
                      fees and
                      expenses.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (3)
                      Calculated amounts and distribution of the flow of funds for
                      the period
                      itemized by type and priority of payment, including:

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 


          


          
            
              
              

            

            
              G-1

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    (i)
                      Fees or expenses accrued and paid, with an identification of
                      the general
                      purpose of such fees and the party receiving such fees or
                      expenses.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (ii)
                      Payments accrued or paid with respect to enhancement or other
                      support
                      identified in Item 1114 of Regulation AB (such as insurance
                      premiums or
                      other enhancement maintenance fees), with an identification
                      of the general
                      purpose of such payments and the party receiving such
                      payments.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (iii)
                      Principal, interest and other distributions accrued and paid
                      on the
                      asset-backed securities by type and by class or series and
                      any principal
                      or interest shortfalls or carryovers.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (iv)
                      The amount of excess cash flow or excess spread and the disposition
                      of
                      excess cash flow.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (4)
                      Beginning and ending principal balances of the asset-backed
                      securities.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 


          


          
            
              
              

            

            
              G-2

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    (5)
                      Interest rates applicable to the pool assets and the asset-backed
                      securities, as applicable. Consider providing interest rate
                      information
                      for pool assets in appropriate distributional groups or incremental
                      ranges.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (6)
                      Beginning and ending balances of transaction accounts, such
                      as reserve
                      accounts, and material account activity during the period.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (7)
                      Any amounts drawn on any credit enhancement or other support
                      identified in
                      Item 1114 of Regulation AB, as applicable, and the amount of
                      coverage
                      remaining under any such enhancement, if known and
                      applicable.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (8)
                      Number and amount of pool assets at the beginning and ending
                      of each
                      period, and updated pool composition information, such as weighted
                      average
                      coupon, weighted average remaining term, pool factors and prepayment
                      amounts.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	
                    Updated
                      pool composition information fields to be as specified by Depositor
                      from
                      time to time

                  	 
	
                    (9)
                      Delinquency and loss information for the period.

                  	
                    X

                  	
                    X

                  	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    In
                      addition, describe any material changes to the information
                      specified in
                      Item 1100(b)(5) of Regulation AB regarding the pool assets.
                      (methodology)

                  	
                    X

                  	
                    X

                  	 	 	 	 	 


          


          
            
              
              

            

            
              G-3

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    (10)
                      Information on the amount, terms and general purpose of any
                      advances made
                      or reimbursed during the period, including the general use
                      of funds
                      advanced and the general source of funds for
                      reimbursements.

                  	
                    X

                  	
                    X

                  	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (11)
                      Any material modifications, extensions or waivers to pool asset
                      terms,
                      fees, penalties or payments during the distribution period
                      or that have
                      cumulatively become material over time.

                  	
                    X

                  	
                    X

                  	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (12)
                      Material breaches of pool asset representations or warranties
                      or
                      transaction covenants.

                  	
                    X

                  	
                    X

                  	 	 	 	
                    X

                  	 
	
                    (13)
                      Information on ratio, coverage or other tests used for determining
                      any
                      early amortization, liquidation or other performance trigger
                      and whether
                      the trigger was met.

                  	 	 	
                    X

                     

                    (monthly
                      statement)

                  	 	 	 	 
	
                    (14)
                      Information regarding any new issuance of asset-backed securities
                      backed
                      by the same asset pool, any pool asset changes (other than
                      in connection
                      with a pool asset converting into cash in accordance with its
                      terms), such
                      as additions or removals in connection with a prefunding or
                      revolving
                      period and pool asset substitutions and repurchases (and purchase
                      rates,
                      if applicable), and cash flows available for future purchases,
                      such as the
                      balances of any prefunding or revolving accounts, if
                      applicable.

                  	
                    X

                  	
                    X

                  	
                    X

                  	 	 	 	 


          


          
            
              
              

            

            
              G-4

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Disclose
                      any material changes in the solicitation, credit-granting,
                      underwriting,
                      origination, acquisition or pool selection criteria or procedures,
                      as
                      applicable, used to originate, acquire or select the new pool
                      assets.

                  	 	 	 	 	 	 	
                    X

                  
	
                    Item
                      1121(b) - Pre-Funding or Revolving Period Information

                     

                    Updated
                      pool information as required under Item 1121(b).

                  	 	 	 	 	 	 	
                    X

                  
	
                    2

                  	
                    Legal
                      Proceedings

                  	 	 	 	 	 	 	 
	
                    Item
                      1117 - Legal proceedings pending against the following entities,
                      or their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 	 	 	 	 	 	 
	
                    Sponsor
                      (Seller)

                  	 	 	 	 	 	 	
                    X

                  
	
                    Depositor

                  	 	 	 	 	 	
                    X

                  	 
	
                    Trustee

                  	 	 	 	 	
                    X

                  	 	 
	
                    Issuing
                      entity

                  	 	 	 	 	 	
                    X

                  	 
	
                    Master
                      Servicer, affiliated Servicer, other Servicer servicing 20%
                      or more of
                      pool assets at time of report, other material servicers

                  	
                    X

                  	
                    X

                  	 	 	 	 	 
	
                    Securities
                      Administrator

                  	 	 	
                    X

                  	 	 	 	 
	
                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                  	 	 	 	 	 	
                    X

                  	 


          


          
            
              
              

            

            
              G-5

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Custodian

                  	 	 	 	
                    X

                  	 	 	 
	
                    3

                  	
                    Sales
                      of Securities and Use of Proceeds

                  	 	 	 	 	 	 	 
	
                    Information
                      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
                      respect to any sale of securities by the sponsor, depositor
                      or issuing
                      entity, that are backed by the same asset pool or are otherwise
                      issued by
                      the issuing entity, whether or not registered, provide the
                      sales and use
                      of proceeds information in Item 701 of Regulation S-K. Pricing
                      information
                      can be omitted if securities were not registered.

                  	 	 	 	 	 	
                    X

                  	 
	
                    4

                  	
                    Defaults
                      Upon Senior Securities

                  	 	 	 	 	 	 	 
	
                    Information
                      from Item 3 of Part II of Form 10-Q:

                     

                    Report
                      the occurrence of any Event of Default (after expiration of
                      any grace
                      period and provision of any required notice)

                  	 	 	
                    X

                  	 	
                    X

                  	 	 
	
                    5

                  	
                    Submission
                      of Matters to a Vote of Security Holders

                  	 	 	 	 	 	 	 
	
                    Information
                      from Item 4 of Part II of Form 10-Q

                  	 	 	
                    X

                  	 	
                    X

                  	 	 
	
                    6

                  	
                    Significant
                      Obligors of Pool Assets

                  	 	 	 	 	 	 	 
	
                    Item
                      1112(b) - Significant
                      Obligor Financial Information*

                  	 	 	 	 	 	
                    X

                  	
                    X

                  


          


          
            
              
              

            

            
              G-6

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 	 	 	 	 	 	 
	
                    7

                  	
                    Significant
                      Enhancement Provider Information

                  	 	 	 	 	 	 	 
	
                    Item
                      1114(b)(2) - Credit Enhancement Provider Financial
                      Information*

                  	 	 	 	 	 	 	 
	
                    Determining
                      applicable disclosure threshold

                  	 	 	
                    X

                  	 	 	 	 
	
                    Requesting
                      required financial information or effecting incorporation by
                      reference

                  	 	 	
                    X

                  	 	 	 	 
	
                    Item
                      1115(b) - Derivative Counterparty Financial
                      Information*

                  	 	 	 	 	 	 	 
	
                    Determining
                      current maximum probable exposure

                  	 	 	 	 	 	
                    X

                  	 
	
                    Determining
                      current significance percentage

                  	 	 	
                    X

                  	 	 	 	 
	
                    Requesting
                      required financial information or effecting incorporation by
                      reference

                  	 	 	
                    X

                  	 	 	 	 
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 	 	 	 	 	 	 
	
                    8

                  	
                    Other
                      Information

                  	 	 	 	 	 	 	 
	
                    Disclose
                      any information required to be reported on Form 8-K during
                      the period
                      covered by the Form 10-D but not reported

                  	
                    The
                      Responsible Party for the applicable Form 8-K item as indicated
                      below.

                  


          


          
            
              
              

            

            
              G-7

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	
                    9

                  	
                    Exhibits

                  	 	 	 	 	 	 	 
	
                    Distribution
                      report

                  	 	 	
                    X

                  	 	 	 	 
	
                    Exhibits
                      required by Item 601 of Regulation S-K, such as material
                      agreements

                  	 	 	 	 	 	
                    X

                  	 
	
                    8-K

                  	
                    Must
                      be filed within four business days of an event reportable on
                      Form
                      8-K.

                  	 	 	 	 
	
                    1.01

                  	
                    Entry
                      into a Material Definitive Agreement

                  	 	 	 	 	 	 	 
	
                    Disclosure
                      is required regarding entry into or amendment of any definitive
                      agreement
                      that is material to the securitization, even if depositor is
                      not a party.
                      

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                    Note:
                      disclosure not required as to definitive agreements that are
                      fully
                      disclosed in the prospectus

                  	
                    X

                  	
                    X

                  	
                    X
                      (if Master Servicer is not a party)

                  	 	
                    X
                      (if Master Servicer is not a party)

                  	
                    X
                      (if Master Servicer is not a party)

                  	
                    X
                      (if Master Servicer is not a party)

                  
	
                    1.02

                  	
                    Termination
                      of a Material Definitive Agreement

                  	
                    X

                  	
                    X

                  	
                    X
                      (if Master Servicer is not a party)

                  	 	
                    X
                      (if Master Servicer is not a party)

                  	
                    X
                      (if Master Servicer is not a party)

                  	
                    X
                      (if Master Servicer is not a
                      party)

                  


          


          
            
              
              

            

            
              G-8

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Disclosure
                      is required regarding termination of any definitive agreement
                      that is
                      material to the securitization (other than expiration in accordance
                      with
                      its terms), even if depositor is not a party. 

                     

                     

                    Examples:
                      servicing agreement, custodial agreement.

                  	 	 	 	 	 	 	 
	
                    1.03

                  	
                    Bankruptcy
                      or Receivership

                  	 	 	 	 	 	 	 
	
                    Disclosure
                      is required regarding the bankruptcy or receivership, if known
                      to the
                      Master Servicer, with respect to any of the following: 

                     

                    Sponsor
                      (Seller), Depositor, Master Servicer, affiliated Servicer,
                      other Servicer
                      servicing 20% or more of pool assets at time of report, other
                      material
                      servicers, Certificate Administrator, Trustee, significant
                      obligor, credit
                      enhancer (10% or more), derivatives counterparty,
                      Custodian

                  	
                    X

                  	
                    X

                  	
                    X

                  	
                    X

                  	
                    X 

                  	
                    X 

                  	
                    X

                  
	
                    2.04

                  	
                    Triggering
                      Events that Accelerate or Increase a Direct Financial Obligation
                      or an
                      Obligation under an Off-Balance Sheet Arrangement

                  	 	 	 	 	 	 	 
	
                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the monthly statement

                  	 	
                    X

                  	
                    X

                  	 	 	 	 


          


          
            
              
              

            

            
              G-9

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	
                    3.03

                  	
                    Material
                      Modification to Rights of Security Holders

                  	 	 	 	 	 	 	 
	
                    Disclosure
                      is required of any material modification to documents defining
                      the rights
                      of Certificateholders, including the Pooling and Servicing
                      Agreement

                  	 	
                    X

                  	
                    X

                  	 	
                    X

                  	
                    X

                  	 
	
                    5.03

                  	
                    Amendments
                      to Articles of Incorporation or Bylaws; Change in Fiscal
                      Year

                  	 	 	 	 	 	 	 
	
                    Disclosure
                      is required of any amendment “to the governing documents of the issuing
                      entity”

                  	 	 	 	 	
                    X

                  	
                    X

                  	 
	
                    5.06

                  	
                    Change
                      in Shell Company Status

                  	 	 	 	 	 	 	 
	
                    [Not
                      applicable to ABS issuers]

                  	 	 	 	 	 	
                    X

                  	 
	
                    6.01

                  	
                    ABS
                      Informational and Computational Material

                  	 	 	 	 	 	 	 
	
                    [Not
                      included in reports to be filed under Section 3.18]

                  	 	 	 	 	 	
                    X

                  	 
	
                    6.02

                  	
                    Change
                      of Servicer or Trustee

                  	 	 	 	 	 	 	 
	
                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      master servicer, affiliated servicer, other servicer servicing
                      10% or more
                      of pool assets at time of report, other material servicers,
                      certificate
                      administrator or trustee. 

                  	
                    X

                  	
                    X

                  	
                    X

                  	 	
                    X

                  	
                    X

                  	 


          


          
            
              
              

            

            
              G-10

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Reg
                      AB disclosure about any new servicer (from entity appointing
                      new servicer)
                      or trustee (from Depositor) is also required.

                  	
                    X

                  	 	 	 	
                    X

                  	
                    X

                  	 
	
                    6.03

                  	
                    Change
                      in Credit Enhancement or Other External Support

                  	 	 	 	 	 	 	 
	
                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided. Applies to external credit enhancements as well as
                      derivatives.
                      

                  	 	 	
                    X

                  	 	
                    X

                  	
                    X

                  	 
	 	
                    Reg
                      AB disclosure about any new enhancement provider is also
                      required.

                  	 	 	 	 	 	
                    X

                  	 
	
                    6.04

                  	
                    Failure
                      to Make a Required Distribution

                  	 	 	
                    X

                  	 	
                    X

                  	 	 
	
                    6.05

                  	
                    Securities
                      Act Updating Disclosure

                  	 	 	 	 	 	 	 
	
                    If
                      any material pool characteristic differs by 5% or more at the
                      time of
                      issuance of the securities from the description in the final
                      prospectus,
                      provide updated Reg AB disclosure about the actual asset
                      pool.

                  	 	 	 	 	 	
                    X

                  	
                     

                  
	
                    If
                      there are any new servicers or originators required to be disclosed
                      under
                      Regulation AB as a result of the foregoing, provide the information
                      called
                      for in Items 1108 and 1110 respectively.

                  	 	 	 	 	 	
                    X

                  	 
	
                    7.01

                  	
                    Regulation
                      FD Disclosure

                  	
                    X

                  	
                    X

                  	
                    X

                  	 	
                    X

                  	
                    X

                  	
                    X

                  


          


          
            
              
              

            

            
              G-11

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	
                    8.01

                  	
                    Other
                      Events

                  	 	 	 	 	 	 	 
	
                    Any
                      event, with respect to which information is not otherwise called
                      for in
                      Form 8-K, that the registrant deems of importance to security
                      holders.

                  	 	 	 	 	 	
                    X

                  	 
	
                    9.01

                  	
                    Financial
                      Statements and Exhibits

                  	
                    The
                      Responsible Party applicable to reportable event.

                  
	
                    10-K

                  	
                    Must
                      be filed within 90 days of the fiscal year end for the
                      registrant.

                  	 	 	 	 
	
                    9B

                  	
                    Other
                      Information

                  	 	 	 	 	 	 	 
	 	 	
                    Disclose
                      any information required to be reported on Form 8-K during
                      the fourth
                      quarter covered by the Form 10-K but not reported

                  	
                    The
                      Responsible Party for the applicable Form 8-K as indicated
                      above.

                  
	 	
                    15

                  	
                    Exhibits
                      and Financial Statement Schedules

                  	 	 	 	 	 	 	 
	
                    Item
                      1112(b) - Significant
                      Obligor Financial Information

                  	 	 	 	 	 	
                    X

                  	
                    X

                  
	
                    Item
                      1114(b)(2) - Credit Enhancement Provider Financial
                      Information

                  	 	 	 	 	 	 	 
	
                    Determining
                      applicable disclosure threshold

                  	 	 	
                    X

                  	 	 	 	 
	
                    Requesting
                      required financial information or effecting incorporation by
                      reference

                  	 	 	
                    X

                  	 	 	 	 
	
                    Item
                      1115(b) - Derivative Counterparty Financial
                      Information

                  	 	 	 	 	 	 	 
	
                    Determining
                      current maximum probable exposure

                  	 	 	 	 	 	
                    X

                  	 
	 	 	
                    Determining
                      current significance percentage

                  	 	 	
                    X

                  	 	 	 	 
	
                    Requesting
                      required financial information or effecting incorporation by
                      reference

                  	 	 	
                    X

                  	 	 	 	 


          


          
            
              
              

            

            
              G-12

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Item
                      1117 - Legal proceedings pending against the following entities,
                      or their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                  	 	 	 	 	 	 	 
	
                    Sponsor
                      (Seller)

                  	 	 	 	 	 	 	
                    X

                  
	
                    Depositor

                  	 	 	 	 	 	
                    X

                  	 
	
                    Trustee

                  	 	 	 	 	
                    X

                  	 	 
	
                    Issuing
                      entity

                  	 	 	 	 	 	
                    X

                  	 
	
                    Master
                      Servicer, affiliated Servicer, other Servicer servicing 20%
                      or more of
                      pool assets at time of report, other material servicers

                  	
                    X

                  	
                    X

                  	 	 	 	 	 
	
                    Securities
                      Administrator

                  	 	 	
                    X

                  	 	 	 	 
	
                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                  	 	 	 	 	 	
                    X

                  	
                    X

                  
	
                    Custodian

                  	 	 	 	
                    X

                  	 	 	 
	
                    Item
                      1119 - Affiliations and relationships between the following
                      entities, or
                      their respective affiliates, that are material to
                      Certificateholders:

                  	 	 	 	 	 	 	 
	
                    Sponsor
                      (Seller)

                  	 	 	 	 	 	 	
                    X

                  
	
                    Depositor

                  	 	 	 	 	 	
                    X

                  	 
	
                    Trustee

                  	 	 	 	 	
                    X
                      (with respect to 1119(a) affiliations only)

                  	 	 
	
                    Master
                      Servicer, affiliated Servicer, other Servicer servicing 20%
                      or more of
                      pool assets at time of report, other material servicers

                  	
                    X

                  	
                    X

                  	 	 	 	 	 


          


          
            
              
              

            

            
              G-13

              
                

              

            

            
              
              

            

          


          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Servicers

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  	
                    Trustee

                  	
                    Depositor

                  	
                    Sponsor

                  
	 	 	
                    Securities
                      Administrator

                  	 	 	
                    X

                  	 	 	 	 
	
                    Originator

                  	 	 	 	 	 	
                    X

                  	
                    X

                  
	
                    Custodian

                  	 	 	 	
                    X
                      (with respect to affiliations only)

                  	 	 	 
	
                    Credit
                      Enhancer/Support Provider

                  	 	 	 	 	 	
                    X

                  	
                    X

                  
	
                    Significant
                      Obligor

                  	 	 	 	 	 	
                    X

                  	
                    X

                  
	
                    Item
                      1122 - Assessment of Compliance with Servicing
                      Criteria

                  	
                    X

                  	
                    X

                  	
                    X

                  	
                    X

                  	 	 	 
	
                    Item
                      1123 - Servicer Compliance Statement

                  	
                    X

                  	
                    X

                  	 	 	 	 	 


          

          


        

        



         


        
          
            
            

          

          
            G-14

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

         

        ADDITIONAL
          DISCLOSURE NOTIFICATION

         

        **SENT
          VIA FAX TO [_XXX)XXX-XXXX] AND VIA EMAIL TO [_________________] AND VIA
          OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW:

         

        Wells
          Fargo Bank, N.A. as Securities Administrator

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Fax:
          (410) 715-2380

        E-mail:
          cts.sec.notifications@wellsfargo.com

         

        Attn:
          Corporate Trust Services - ACE 2007-HE3 - SEC REPORT PROCESSING

         

        ACE
          Securities Corp.

        6525
          Morrison Boulevard, Suite 318

        Charlotte,
          North Carolina 28211

        Fax:
          (704) 365-1362)

        Attn:
          Juliana Johnson

         

        RE:
          **
          Additional Form [10-D][10-K][8-K] Disclosure** Required

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section [__] of the Pooling and Servicing Agreement, dated
          as of [________] [__], 2007 among [_____________], as [______], [_____________],
          as [______], [_____________], as [______] and [_____________], as [______],
          the
          undersigned, as [______], hereby notifies you that certain events have
          come to
          our attention that [will] [may] need to be disclosed on Form
          [10-D][10-K][8-K].

         

        Description
          of Additional Form [10-D][10-K][8-K] Disclosure:

         

        


         

        List
          of any Attachments hereto to be included in the Additional Form
          [10-D][10-K][8-K] Disclosure: 

         

        


         

        


         

        Any
          inquiries related to this notification should be directed to [_____________],
          phone number: [______]; email address: [_________________].

         

        
 


        
          
            
            

          

          
            H-1

            
              

            

          

          
            
            

          

        


        [NAME
          OF
          PARTY],

        as
          [role]

        


        


        By:
          _____________________

         Name:

         Title:

        


        

          
            
              
              

            

            
              H-2

              
                

              

            

            
              
              

            

          



        EXHIBIT
          I

         

        SWAP
          AGREEMENT

         

        
           

          
            	 	
                    Financial
                      Markets

                    280
                      Bishopsgate

                    London
                      EC2M 4RB

                  
	 	 
	
                    Memorandum

                  	
                    March
                      22, 2007

                  


          

          


          
            	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but

                    solely
                      as supplemental interest trust trustee on behalf of the supplemental
                      interest trust with respect to the ACE Securities Corp. Home
                      Equity Loan
                      Trust, Series 2007-HE3 Asset Backed Pass-Through Certificates
                      (“Party
                      B”)

                     

                    HSBC
                      BANK USA, National Association

                    452
                      Fifth Avenue

                    New
                      York, NY 10018

                    Attn:
                      CTLA Structured Finance

                    Tel:
                      212-525-1309

                    Fax:
                      212-525-1300

                     

                    With
                      a copy to:

                     

                    Wells
                      Fargo Bank, National Association

                    9062
                      Old Annapolis Road

                    Columbia,
                      Maryland 21045

                    Tel:
                      410-884-2000

                    Attn:
                      Client Manager, ACE 2007-HE3

                    Fax:
                      410-715-2380

                  


          

          
            	 	 


          

          
            	
                    From:

                  	
                    The
                      Royal Bank of Scotland plc (“Party
                      A”)

                    c/o
                      RBS Financial Markets

                    Level
                      7, 135 Bishopsgate

                    London
                      EC2M 3UR

                    Attn:
                      Head of Legal, Financial Markets 

                    Tel:
                      44 207 085 5000

                    Fax:
                      44 207 085 8411

                  
	 	 
	
                    Copy
                      To:

                  	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      CT 06830

                    Attn:
                      Legal Department - Derivatives Documentation

                    Tel.:
                      203-618-2576

                    Fax:
                      203-618-2533/34

                  
	 	 
	
                    Our
                      Reference Number:

                  	
                    D16239507

                  


          

          


          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
            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 ACE Securities
            Corp. Home Equity Loan Trust, Series 2007-HE3 Asset Backed Pass-Through
            Certificates (the “Supplemental
            Interest Trust”)
            created under the Pooling and Servicing Agreement, dated as of February
            1, 2007,
            among ACE Securities Corp., as the Depositor (the “Depositor”),
            Wells
            Fargo Bank, National Association, as the Servicer, Master Servicer and
            as
            Securities Administrator and HSBC Bank USA, National Association, as
            the 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 amount set forth for
                      such period on
                      Schedule A attached hereto.

                  


          

          


          
            	 	
                    Trade
                      Date:

                  	
                    March
                      21, 2007

                  


          

          


          
            	 	
                    Effective
                      Date:

                  	
                    August
                      25, 2007

                  


          

          


          
            	 	
                    Termination
                      Date:

                  	
                    February
                      25, 2012, subject to adjustment in accordance with the Business
                      Day
                      Convention; provided,
                      however,
                      that for the purpose of determining the final Fixed Rate Payer
                      Period End
                      Date, Termination Date shall be subject to No
                      Adjustment.

                  


          

          


          Fixed
            Amounts:

          


          
            	 	
                    Fixed
                      Rate Payer:

                  	
                    Party
                      B

                  


          

          


          Fixed
            Rate Payer

          
            	 	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      September 25, 2007, and ending on the Termination Date, with
                      No
                      Adjustment.

                  


          

          


          Fixed
            Rate Payer

          
            	 	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Fixed Rate Payer Payment Date
                      shall be
                      one (1) Business Day prior to each Fixed Rate Payer Period
                      End
                      Date.

                  


          

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    Fixed
                      Rate:

                  	
                    4.80000%

                  


          

          


          Fixed
            Rate Day 

          
            	 	
                    Count
                      Fraction:

                  	
                    30/360

                  


          

          


          
            	 	
                    Additional
                      Fixed Amount:

                  	
                    Party
                      B will pay USD 420,000 to Party A on March 22,
                      2007.

                  


          

          
 

          Floating
            Amounts: 

          


          
            	 	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  


          

          


          Floating
            Rate Payer

          
            	 	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      September 25, 2007, and ending on the Termination Date, subject
                      to
                      adjustment in accordance with the Business Day
                      Convention.

                  


          

          


          Floating
            Rate Payer 

          
            	 	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Floating Rate Payer Payment
                      Dates shall
                      be one (1) Business Day prior to each Floating Rate Payer Period
                      End
                      Date.

                  


          

          


          
            	 	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  


          

          


          
            	 	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  


          

          


          Floating
            Rate Day 

          
            	 	
                    Count
                      Fraction:

                  	
                    Actual/360

                  


          

          


          
            	 	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation
                      Period.

                  


          

          


          
            	 	
                    Compounding:

                  	
                    Inapplicable

                  


          

          


          
            	 	
                    Business
                      Days:

                  	
                    New
                      York

                  


          

          


          
            	 	
                    Business
                      Day Convention:

                  	
                    Following

                  


          

          


          
            	 	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          
            	
                    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 “second”; 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 or, if applicable, the Eligible Guarantor,
            in either case, as shown in the most recent annual audited financial
            statements
            of such entity. 

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

          


          
            	 	
                    (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)”. For purposes of Section
                      5(a)(vii)(6), the only relevant appointments are the appointments
                      of (i)
                      HSBC Bank USA, National Association, as the Supplemental Interest
                      Trust
                      Trustee to the Supplemental Interest Trust, (ii) Wells Fargo,
                      National
                      Association, as Securities Administrator, and (iii) any successor
                      to HSBC
                      Bank USA, National Association as Supplemental Interest Trust
                      Trustee to
                      the Supplemental Interest Trust or Wells Fargo, National Association
                      as
                      Securities Administrator that is appointed in accordance with
                      the Pooling
                      and Servicing Agreement.

                  


          

          


          
            	 	
                    (viii)

                  	
                    The
                      “Merger
                      Without Assumption”
                      provisions of Section 5(a)(viii) will apply to Party A and
                      will apply to
                      Party B.

                  


          

          


          
            	
                    (d)

                  	
                    Termination
                      Events.

                  


          

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided,
            however,
            with
            respect to “Illegality” the statement that such event will apply to a specific
            party means that upon the occurrence of such a Termination Event with
            respect to
            such party, either party shall have the right to designate an Early Termination
            Date in accordance with Section 6 of this Agreement.

          


          
            	 	
                    (i)

                  	
                    The
                      “Illegality”
                      provisions of Section 5(b)(i) will apply to Party A and will
                      apply to
                      Party B.

                  


          

          


          
            	 	
                    (ii)

                  	
                    The
                      “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party A 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 that Party A is the Defaulting Party or the
                      sole
                      Affected Party with respect to a Tax Event upon Merger or an
                      Additional
                      Termination Event, the following provisions will
                      apply:

                  


          

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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.
            The
            party making the determination (or its agent) will request each Reference
            Market-maker to provide its quotation to the extent reasonably practicable
            as of
            the same day and time (without regard to different time zones) on or
            as soon as
            reasonably practicable before the Latest Settlement Amount Determination
            Day (as
            defined below). The day and time as of which those quotations are to
            be obtained
            will be selected in good faith by the party obliged to make a determination
            under Section 6(e), and, if each party is so obliged, after consultation
            with
            the other.

          


          
            	 	
                    (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.

                  


          

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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).
                      

                  


          


          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          


          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: 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):

                  


          

          


          
            	 	
                    (i)

                  	
                    Party
                      A is a tax resident of the United
                      Kingdom;

                  


          

           

          
            	 	
                    (ii)

                  	
                    Party
                      A is a "foreign person" within the meaning of the applicable
                      U.S. Treasury
                      Regulations concerning information reporting and backup withholding
                      tax
                      (as in effect on January 1, 2001), unless Party A provides
                      written notice
                      to Party B that it is no longer a foreign person;
                      

                  


          

           

          
            	 	
                    (iii)

                  	
                    in
                      respect of each Transaction Party A enters into through an
                      office or
                      discretionary agent in the United States or which otherwise
                      is allocated
                      (in whole or part) for United States federal income tax purposes
                      to such
                      United States trade or business, each payment received or to
                      be received
                      by Party A under such Transaction (or portion thereof, if applicable)
                      will
                      be effectively connected with its conduct of a trade or business
                      in the
                      United States; and

                  


          

           

          
            	 	
                    (iv)

                  	
                    in
                      respect of all other Transactions or portions thereof, no such
                      payment
                      received or to be received by Party A in connection with this
                      Agreement is
                      attributable to a trade or business carried on by it through
                      a permanent
                      establishment in the United States.

                  


          

           

          
            	 	 	 


          

          
            	 	
                    (B)

                  	
                    Party
                      B makes the following
                      representation(s):

                  


          

          


          None. 

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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. 


          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          


          
            	
                    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-8BEN, W-8ECI, 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.

                  	 	
                    Upon
                      the execution and delivery of this Agreement and upon reasonable
                      request.

                  
	 	 	 	 	 
	
                    Party
                      B

                  	 	
                    Any
                      form or document required or reasonably requested to allow
                      the other party
                      to make payments to Party B under the Agreement without any
                      deduction or
                      withholding for or on account of any Tax, or with such deduction
                      or
                      withholding at a reduced rate, which may include tax forms
                      relating to the
                      beneficial owner of payments to Party B under the Agreement
                      from time to
                      time. 

                  	 	
                    Upon
                      the execution and delivery of this Agreement and at any time
                      that the last
                      such document delivered becomes incorrect or
                      out-of-date.

                  


          

          


          



          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          


          (b) For
            the
            purpose of Section 4(a)(ii), other documents to be delivered are:

          


          
            	
                    Party
                      required 

                    to
                      deliver 

                    document

                  	 	
                    Form/Document/

                    Certificate

                  	 	
                    Date
                      by which to

                    be
                      delivered

                  	 	
                    Covered
                      by 

                    Section
                      3(d) 

                    Representation

                  
	 	 	 	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	 	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver the Agreement, this Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	 	
                    Yes

                  
	 	 	 	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	 	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support
                      Document, as
                      the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	 	
                    Yes

                  
	 	 	 	 	 	 	 
	
                    Party
                      A

                  	 	
                    Annual
                      Report of Party A 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 becoming publicly available, if not available on Party
                      A’s
                      website

                  	 	
                    Yes

                  
	 	 	 	 	 	 	 
	
                    Party
                      A

                  	 	
                    Interim
                      Financial Statements of Party A containing unaudited, consolidated
                      financial statements of Party A’s reporting period prepared in accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	 	
                    Promptly
                      upon becoming publicly available, if not available on Party
                      A’s
                      website.

                  	 	
                    Yes

                  
	 	 	 	 	 	 	 
	
                    Party
                      A and 

                    Party
                      B

                  	 	
                    Opinion(s)
                      of counsel satisfactory to the other party

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	 	
                    No

                  


          

          


          



          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          


          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 and Party B shall be those set
            forth on
            the first page of the Confirmation:

          


          
            	
                    (b)

                  	
                    Process
                      Agent.
                      For the purpose of Section 13(c):

                  


          

          


          Party
            A
            appoints as its Process Agent: Not applicable.

          


          Party
            B
            appoints as its Process Agent: Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.
                      For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A
            is not a Multibranch Party.

          


          
            	 	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.
                      The Calculation Agent is Party A.

                  


          

          


          
            	
                    (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 B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          



          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          


          Part
            5.  Other
            Provisions.

          


          
            	
                    (a)

                  	
                    Definitions.
                      Unless
                      otherwise specified in a Confirmation, this Agreement and each
                      Transaction
                      under this Agreement are subject to the 2000 ISDA Definitions
                      as published
                      and copyrighted in 2000 by the International Swaps and Derivatives
                      Association, Inc. (the “Definitions”),
                      and will be governed in all relevant respects by the provisions
                      set forth
                      in the Definitions, without regard to any amendment to the
                      Definitions
                      subsequent to the date hereof. The provisions of the Definitions
                      are
                      hereby incorporated by reference in and shall be deemed a part
                      of this
                      Agreement, except that (i) references in the Definitions to
                      a “Swap
                      Transaction” shall be deemed references to a “Transaction” for purposes of
                      this Agreement, and (ii) references to a “Transaction” in this Agreement
                      shall be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          
            	
                    (b)

                  	
                    Amendments
                      to ISDA Master Agreement.

                  


          

          


          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    [Reserved]

                  


          

          


          
            	 	
                    (iii)

                  	
                    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 contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (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)

                  	
                    Amendment
                      of the Pooling and Servicing Agreement.
                      If, without the prior written consent of Party A where such
                      consent is
                      required under the Pooling and Servicing Agreement (such consent
                      not to be
                      unreasonably withheld), an amendment is made to the Pooling
                      and Servicing
                      Agreement which amendment could reasonably be expected to have
                      a material
                      adverse effect on the interests of Party A (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
                      depositor,
                      servicer, trustee or other service provider) under this Agreement,
                      an
                      Additional Termination Event shall have occurred with respect
                      to Party B
                      and Party B shall be the sole Affected Party with respect to
                      such
                      Additional Termination Event. 

                  


          

          


          
            	 	
                    (iv)

                  	
                    Failure
                      to Comply with Regulation AB Requirements. If
                      (i) the Depositor still has a reporting obligation with respect
                      to the
                      Transaction hereunder pursuant to Regulation AB and (ii) Party
                      A has not,
                      within the applicable time period specified in Part 5(e)(ii)(a)
                      below
                      after a Swap Disclosure Event, complied with any of the provisions
                      set
                      forth in Part 5(e)(ii) below, then an Additional Termination
                      Event shall
                      have occurred with respect to Party A and Party A shall be
                      the sole
                      Affected Party with respect to such Additional Termination
                      Event.

                  


          

          


          
            	 	
                    (v)

                  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur with respect to this
                      Transaction
                      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 this
                      Transaction; (C) Section 2(a)(iii)(2) shall not be applicable
                      to this
                      Transaction in
                      connection with the Early Termination Date resulting from this
                      Additional
                      Termination Event; notwithstanding anything to the contrary
                      in Section
                      6(c)(ii), payments and deliveries under Section 2(a)(i) or
                      Section 2(e) in
                      respect of the Terminated Transactions resulting from this
                      Additional
                      Termination Event will be required to be made through and including
                      the
                      Early Termination Date designated
                      as a result of this Additional Termination Event; provided,
                      for the avoidance of doubt, that any such payments or deliveries
                      that are
                      made on or prior to such Early Termination Date will not be
                      treated as
                      Unpaid Amounts in determining the amount payable in respect
                      of such Early
                      Termination Date; (D) notwithstanding anything to the contrary
                      in Section
                      6(d)(i), (I) if, no later than 4:00 pm New York City time on
                      the day that
                      is four Business Days prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice, the Securities Administrator
                      requests the
                      amount of the Estimated Swap Termination Payment, Party A shall
                      provide to
                      the Securities Administrator in writing (which may be done
                      in electronic
                      format) the amount of the Estimated Swap Termination Payment
                      no later than
                      2:00 pm New York City time on the following Business Day and
                      (II) if the
                      Securities Administrator provides written notice (which may
                      be done in
                      electronic format) to Party A no later than two Business Days
                      prior to the
                      final Distribution Date specified in the Optional Termination
                      Notice that
                      all requirements of the Optional Termination have been met,
                      then Party A
                      shall, no later than one Business Day prior to the final Distribution
                      Date
                      specified in the Optional Termination Notice, make the calculations
                      contemplated by Section 6(e) of the ISDA Master Agreement (as
                      amended
                      herein) and provide to the Securities Administrator in writing
                      (which may
                      be done in electronic format) the amount payable by either
                      Party B or
                      Party A in respect of the related Early Termination Date in
                      connection with this Additional Termination Event; provided,
                      however,
                      that the amount payable by Party B, if any, in respect of the
                      related
                      Early Termination Date shall be the lesser of (x) the amount
                      calculated to
                      be due from Party B pursuant to Section 6(e) and (y) the Estimated
                      Swap
                      Termination Payment; and (E) notwithstanding anything to the
                      contrary in
                      this Agreement, any amount due from Party B to Party A in respect
                      of this
                      Additional Termination Event will be payable on the final Distribution
                      Date specified in the Optional Termination Notice and any amount
                      due from
                      Party A to Party B in respect of this Additional Termination
                      Event will be
                      payable one Business Day prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice.

                  


          

          


          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

          The
            Securities Administrator shall be an express third party beneficiary
            of this
            Agreement as if a party hereto to the extent of the Securities Administrator’s
            rights specified herein. 

          


          
            	
                    (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 from an Eligible Guarantor.
                      

                  


          

          


          
            	
                    (e)
                      

                  	
                    Compliance
                      with Regulation AB.
                      

                  


          

           

          
            	 	
                    (i)

                  	
                    It
                      shall be a swap disclosure event (“Swap
                      Disclosure Event”)
                      if, at any time after the date hereof while the Depositor has
                      reporting
                      obligations with respect to this Transaction pursuant to Regulation
                      AB,
                      the Depositor or DB Structured Products, Inc. (the “Sponsor”)
                      notifies Party A that the aggregate “significance percentage” (calculated
                      in accordance with the provisions of Item 1115 of Regulation
                      AB) of all
                      derivative instruments provided by Party A and any of its affiliates
                      to
                      Party B (collectively, the “Aggregate
                      Significance Percentage”)
                      is 9% or more.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Upon
                      the occurrence of a Swap Disclosure Event while the Depositor
                      has
                      reporting obligations with respect to this Transaction pursuant
                      to
                      Regulation AB, Party A, at its own cost and expense (and without
                      any
                      expense or liability to the Depositor, the Sponsor, the Underwriters,
                      the
                      Depositor, the Trustee or the Issuing Entity), shall take one
                      of the
                      following actions:

                  


          

           

          
            	 	
                    (a)

                  	
                    provide
                      to the Sponsor and the Depositor: (i) if the Aggregate Significance
                      Percentage is 9% or more, but less than 10%, within thirty
                      (30) days,
                      either, at the sole discretion of Party A, the information
                      required under
                      Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, (ii) if
                      the Aggregate
                      Significance Percentage is 10% or more, but less than 20%,
                      within five (5)
                      Business Days, either, at the sole discretion of Party A, the
                      information
                      required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation
                      AB, (iii)
                      if the Aggregate Significance Percentage is 19% or more, but
                      less than
                      20%,, within thirty (30) days, the information required under
                      Item
                      1115(b)(2) of Regulation AB or (iv) if the Aggregate Significance
                      Percentage is 20% or more, within five (5) Business Days, the
                      information
                      required under Item 1115(b)(2) of Regulation AB;
                      or

                  


          

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (b)

                  	
                    transfer
                      in a Permitted Transfer (provided that a Permitted Transfer
                      pursuant to
                      this subclause (b) shall not require satisfaction of the Rating
                      Agency
                      Condition) its obligations under the Transaction to a counterparty
                      with
                      the Approved Ratings Thresholds (or which satisfies the Rating
                      Agency
                      Condition), that (x) provides the information specified in
                      clause (a)
                      above to the Depositor and Sponsor and (y) enters into documentation
                      substantially similar to the documentation then in place between
                      Party A
                      and Party B. For purposes of this subclause (b), the parties
                      agree that
                      National Westminster Bank Plc (“NatWest”)
                      shall be an acceptable replacement for Party A, so long as
                      NatWest is able
                      to provide the information required under subclause (a) above
                      and satisfy
                      the requirements of this subclause
                      (b).

                  


          

           

          
            	 	
                    (iii)

                  	
                    For
                      so long as the Aggregate Significance Percentage is 10% or
                      more and the
                      Depositor has reporting obligations with respect to this Transaction,
                      Party A shall provide any updates to the information provided
                      pursuant to
                      clause (ii)(a) above to the Sponsor and the Depositor within
                      five (5)
                      Business Days following the availability thereof (but in no
                      event more
                      than 6 months after the end of each of Party A’s fiscal year for any
                      annual update and when available for any interim
                      update).

                  


          

           

          
            	 	
                    (iv)

                  	
                    All
                      information provided pursuant to clause (ii) 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).
                      The parties hereto acknowledge that electronic files in Adobe
                      Acrobat
                      format will be deemed to satisfy the requirements of this Part
                      5(e)(iv).
                      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.

                  


          

           

          
            	 	
                    (v)

                  	
                    The
                      Sponsor and the Depositor each shall be an express third party
                      beneficiary
                      of this Agreement with respect to Party A’s undertakings under this Part
                      5(e) only.

                  


          

           

          
            	
                    (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),
            Part 5(e), Part 5(f)(ii) 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 agrees that, notwithstanding any provision
                      in
                      this Agreement to the contrary, the obligations of Party B
                      hereunder are
                      limited recourse obligations of Party B, payable solely from
                      the
                      Supplemental Interest Trust and the proceeds thereof, in accordance
                      with
                      the priority of payments and other terms of the Pooling and
                      Servicing
                      Agreement and that Party A will not have any recourse to any
                      of the
                      directors, officers, agents, employees, shareholders or affiliates
                      of
                      Party B with respect to any claims, losses, damages, liabilities,
                      indemnities or other obligations asserted against Party B in
                      connection
                      with any transactions contemplated hereby. In the event that
                      the
                      Supplemental Interest Trust and the proceeds thereof, funded
                      in accordance
                      with the priority of payments and other terms of the Pooling
                      and Servicing
                      Agreement, should be insufficient to satisfy all claims outstanding
                      and
                      following the realization of the account held by the Supplemental
                      Interest
                      Trust and the proceeds thereof, any claims against or obligations
                      of Party
                      B under the ISDA Master Agreement or any other confirmation
                      thereunder
                      still outstanding shall be extinguished and thereafter not
                      revive. The
                      Supplemental Interest Trust Trustee shall not have liability
                      for any
                      failure or delay in making a payment hereunder to Party A due
                      to any
                      failure or delay in receiving amounts in the account held by
                      the
                      Supplemental Interest Trust from the Trust created pursuant
                      to the Pooling
                      and Servicing Agreement. This provision will survive the termination
                      of
                      this Agreement.

                  


          

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

          
            	
                    (h)

                  	
                    Timing
                      of Payments
                      by Party B upon Early Termination.
                      Notwithstanding anything to the contrary in Section 6(d)(ii),
                      to the
                      extent that all or a portion (in either case, the “Unfunded Amount”) of
                      any amount that is calculated as being due in respect of any
                      Early
                      Termination Date under Section 6(e) from Party B to Party A
                      will be paid
                      by Party B from amounts other than any upfront payment paid
                      to Party B by
                      an Eligible Replacement that has entered a Replacement Transaction
                      with
                      Party B, then such Unfunded Amount shall be due on the next
                      subsequent
                      Distribution Date following the date on which the payment would
                      have been
                      payable as determined in accordance with Section 6(d)(ii),
                      and on any
                      subsequent Distribution Dates until paid in full (or if such
                      Early
                      Termination Date is the final Distribution Date, on such final
                      Distribution Date); provided,
                      however,
                      that if the date on which the payment would have been payable
                      as
                      determined in accordance with Section 6(d)(ii) is a Distribution
                      Date,
                      such payment will be payable on such Distribution
                      Date.

                  


          

          


          
            	
                    (i)

                  	
                    Rating
                      Agency Notifications. Notwithstanding
                      any other provision of this Agreement, no Early Termination
                      Date shall be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each 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 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 Rating Agency notice of such event or condition;
                      provided
                      that failure to provide notice of such event or condition pursuant
                      to this
                      Part 5(l) shall not constitute an Event of Default or a Termination
                      Event.

                  


          

           

          (m)   Proceedings.
            No
            Relevant Entity shall institute against, or cause any other person to
            institute
            against, or join any other person in instituting against Party B, the
            Supplemental Interest Trust, or the trust formed pursuant to the Pooling
            and
            Servicing Agreement, in any bankruptcy, reorganization, arrangement,
            insolvency
            or liquidation proceedings or other proceedings under any federal or
            state
            bankruptcy or similar law for a period of one year (or, if longer, the
            applicable preference period) and one day following payment in full of
            the
            Certificates and any Notes. This provision will survive the termination
            of this
            Agreement. 

          


          
            	
                    (n)

                  	
                    Supplemental
                      Interest Trust Trustee Liability Limitations.
                      It
                      is expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed by HSBC Bank USA, National Association
                      (“HSBC”)
                      not in its individual capacity, but solely as Supplemental
                      Interest Trust
                      Trustee under the Pooling and Servicing Agreement in the exercise
                      of the
                      powers and authority conferred and invested in it thereunder;
                      (b) HSBC has
                      been directed pursuant to the Pooling and Servicing Agreement
                      to enter
                      into this Agreement and to perform its obligations hereunder;
                      (c) each of
                      the representations, undertakings and agreements herein made
                      on behalf of
                      the Supplemental Interest Trust is made and intended not as
                      personal
                      representations of the Supplemental Interest Trust Trustee
                      but is made and
                      intended for the purpose of binding only the Supplemental Interest
                      Trust;
                      and (d) under no circumstances shall HSBC
                      in its individual capacity be personally liable for any payments
                      hereunder
                      or for the breach or failure of any obligation, representation,
                      warranty
                      or covenant made or undertaken under this
                      Agreement.

                  


          

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          
            	
                    (o)

                  	
                    Severability.
                      If
                      any term, provision, covenant, or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) in any respect,
                      the
                      remaining terms, provisions, covenants, and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties; provided,
                      however,
                      that this severability provision shall not be applicable if
                      any provision
                      of Section 2, 5, 6, or 13 (or any definition or provision in
                      Section 14 to
                      the extent it relates to, or is used in or in connection with
                      any such
                      Section) shall be so held to be invalid or unenforceable.
                      

                  


          

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition. 

          


          
            	
                    (p)

                  	
                    Agent
                      for Party B. Party
                      A acknowledges that the Depositor has appointed the Supplemental
                      Interest
                      Trust Trustee and the Securities Administrator as its agents
                      under the
                      Pooling and Servicing Agreement to carry out certain functions
                      on behalf
                      of Party B, and that the Supplemental Interest Trust Trustee
                      and the
                      Securities Administrator shall be entitled to give notices
                      and to perform
                      and satisfy the obligations of Party B hereunder on behalf
                      of Party
                      B.

                  


          

           

          
            	
                    (q)

                  	
                    [Reserved]

                  


          

           

          
            	
                    (r)

                  	
                    Consent
                      to Recording.
                      Each party hereto consents to the monitoring or recording,
                      at any time and
                      from time to time, by the other party of any and all communications
                      between trading, marketing, and operations personnel of the
                      parties and
                      their Affiliates, waives any further notice of such monitoring
                      or
                      recording, and agrees to notify such personnel of such monitoring
                      or
                      recording. 

                  


          

          


          
            	
                    (s)

                  	
                    Waiver
                      of Jury Trial.
                      Each party waives any right it may have to a trial by jury
                      in respect of
                      any suit, action or proceeding relating to this Agreement or
                      any Credit
                      Support Document. 

                  


          

          


          
            	
                    (t)

                  	
                    Form
                      of ISDA Master Agreement. Party
                      A and Party B hereby agree that the text of the body of the
                      ISDA Master
                      Agreement is intended to be the printed form of the ISDA Master
                      Agreement
                      (Multicurrency - Crossborder) as published and copyrighted
                      in 1992 by the
                      International Swaps and Derivatives Association,
                      Inc.

                  


          

          


          
            	
                    (u)

                  	
                    Payment
                      Instructions.
                      Party A hereby agrees that, unless notified in writing by Party
                      B of other
                      payment instructions, any and all amounts payable by Party
                      A to Party B
                      under this Agreement shall be paid to the account specified
                      in Item 4 of
                      this Confirmation, below. 

                  


          

          


          
            	
                    (v)

                  	
                    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:--

                  


          

           

          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.

          


          
            	 	
                    (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.

                  


          

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

          
            	
                    (w)

                  	
                    Acknowledgements.

                  


          

          


          
            	 	
                    (i)

                  	
                    Substantial
                      financial transactions.
                      Each party hereto is hereby advised and acknowledges as of
                      the date hereof
                      that the other party has engaged in (or refrained from engaging
                      in)
                      substantial financial transactions and has taken (or refrained
                      from
                      taking) other material actions in reliance upon the entry by
                      the parties
                      into the Transaction being entered into on the terms and conditions
                      set
                      forth herein and in the Pooling and Servicing Agreement relating
                      to such
                      Transaction, as applicable. This paragraph shall be deemed
                      repeated on the
                      trade date of each Transaction.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Bankruptcy
                      Code.
                      Subject to Part 5(m), without limiting the applicability if
                      any, of any
                      other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                      Code”) (including without limitation Sections 362, 546, 556, and
                      560
                      thereof and the applicable definitions in Section 101 thereof),
                      the
                      parties acknowledge and agree that all Transactions entered
                      into hereunder
                      will constitute “forward contracts” or “swap agreements” as defined in
                      Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                      Section 761 of the Bankruptcy Code, that the rights of the
                      parties under
                      Section 6 of this Agreement will constitute contractual rights
                      to
                      liquidate Transactions, that any margin or collateral provided
                      under any
                      margin, collateral, security, pledge, or similar agreement
                      related hereto
                      will constitute a “margin payment” as defined in Section 101 of the
                      Bankruptcy Code, and that the parties are entities entitled
                      to the rights
                      under, and protections afforded by, Sections 362, 546, 556,
                      and 560 of the
                      Bankruptcy Code.

                  


          

           

          (x) Agency
            Role of Greenwich Capital Markets, Inc.
            In connection with this Agreement, Greenwich Capital Markets, Inc. has
            acted as
            agent on behalf of The Royal Bank of Scotland plc. Greenwich Capital
            Markets,
            Inc. has not guaranteed and is not otherwise responsible for the obligations
            of
            The Royal Bank of Scotland plc under this Agreement.

          


          
            	
                    (y)

                  	
                    [Reserved]

                  


          

          


          
            	
                    (z)

                  	
                    Additional
                      Definitions. 

                  


          

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise: 

           

          “Approved
            Ratings Threshold”
            means
            each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
            Ratings Threshold.

          


          “Approved
            Replacement” means,
            with respect to a Market Quotation, an entity making such Market Quotation,
            which entity would satisfy conditions (a), (b) and (c) 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.

          


          “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.

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

          


          “Eligible
            Guarantor” means
            an
            entity that (A) has credit ratings from S&P at least equal to the S&P
            Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
            equal to the Moody’s Second Trigger Ratings Threshold, provided,
            for the
            avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
            with
            credit ratings below the Moody’s First Trigger Ratings Threshold will not cure
            or prevent the occurrence of a Collateral Event (as defined in the Credit
            Support Annex).

          


          “Eligible
            Replacement”
            means an
            entity (i) that (a) has credit ratings from S&P at least equal to the
            S&P Approved Ratings Threshold and (b) has credit ratings from Moody’s at
            least equal to the Moody’s Second Trigger Ratings Threshold, provided,
            for the
            avoidance of doubt, that an Eligible Replacement with credit ratings
            below the
            Moody’s First Trigger Ratings Threshold will not cure or prevent the occurrence
            of a Collateral Event (as defined in the Credit Support Annex) 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
            First Trigger Ratings Event”
            means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

          


          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating or counterparty rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

          


          “Moody’s
            Second Trigger Ratings Event” means
            that no
            Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
            Second Trigger Ratings Threshold. 

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

          


          “Permitted
            Transfer” means
            a
            transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
            Part
            5(e), Part 5(f)(ii) 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 Rating Agency has been given prior
            written notice of such transfer and such transfer is in connection with
            the
            assignment and assumption of this Agreement without modification of its
            terms,
            other than party names, dates relevant to the effective date of such
            transfer,
            tax representations (provided that the representations in Part 2(a)(i)
            are not
            modified) and any other representations regarding the status of the substitute
            counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
            Part
            5(v)(ii), notice information and account details; and (i) such transfer
            otherwise complies with the terms of the Pooling and Servicing
            Agreement.

           

          “Rating
            Agencies”
means,
            with respect to any date of determination, each of S&P and Moody’s, to the
            extent that each such rating agency is then providing a rating for any
            of the
            ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3 Asset Backed
            Pass-Through Certificates (the “Certificates”) or any notes backed by the
            Certificates (the “Notes”).

          


          “Rating
            Agency Condition”
            means,
            with respect to any particular proposed act or omission to act hereunder
            and
            each Rating Agency specified in connection with such proposed act or
            omission,
            that the party acting or failing to act must consult with each of the
            specified
            Rating Agencies and receive from each such 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 and the Moody’s Second Trigger
            Ratings Threshold.

          


          “S&P”
            means
            Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
            Inc., or any successor thereto. 

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

          


          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from S&P of
“A+”.

          


          “S&P
            Required Ratings Downgrade Event”
            means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Required Ratings Threshold.

          


          “S&P
            Required Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a long-term unsecured and unsubordinated debt rating
            or
            counterparty rating from S&P of “BBB+”.

          


          
            	
                    4.

                  	
                    Account
                      Details and Settlement Information:

                  


          

           

          
            	
                    Payments
                      to Party A:

                  	
                    For
                      the account of The Royal Bank of Scotland Financial Markets
                      Fixed Income
                      and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                      with
                      JPMorgan Chase Bank, New York CHASUS33, ABA #
                      021000021

                  


          

          Account
            Number 400930153

          


          Payments
            to Party B: 

          Wells
            Fargo Bank, NA

          
            	 	
                    Bank
                      Number ABA:

                  	
                    121000248

                  


          

          
            	 	
                    Beneficiary
                      Account #:

                  	
                    3970771416

                  


          

          
            	 	
                    Beneficiary
                      Account Name:

                  	
                    SAS
                      Clearing

                  


          

          
            	 	
                    Reference:

                  	
                    For
                      Further Credit 50997702 ACE
                      2007-HE3

                  


          

          Supplemental
            Interest Trust

          


          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.

          


          [Remainder
            of this page intentionally left blank.]


          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          


          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,

          


          THE
            ROYAL BANK OF SCOTLAND PLC

          By:
            Greenwich Capital Markets, Inc., its agent

           

           

          By  
            /s/Deborah
            Pfeifer
Name:
            Deborah Pfeifer
Title:
            Managing Director

           

          Accepted
            and confirmed as of the Trade Date written above:

           

           

          HSBC
            BANK USA, NATIONAL ASSOCIATION,
            not
            in
            its individual capacity, but solely Supplemental Interest Trust Trustee
            on
            behalf of the Supplemental Interest Trust with
            respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3
            Asset Backed Pass-Through Certificates

           

          By: 
            /s/
            Fernando Acebedo
Name:
            Fernando Acebedo
Title:
            Vice President


          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          


          


          SCHEDULE
            A

          


          (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)

          


          
            	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Notional
                      Amount (USD)

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    517,571,951.00

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    499,417,622.00

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    480,003,781.00

                  
	
                    11/25/2007

                  	
                    12/25/2007

                  	
                    459,474,828.00

                  
	
                    12/25/2007

                  	
                    1/25/2008

                  	
                    439,792,646.00

                  
	
                    1/25/2008

                  	
                    2/25/2008

                  	
                    420,922,177.00

                  
	
                    2/25/2008

                  	
                    3/25/2008

                  	
                    402,829,817.00

                  
	
                    3/25/2008

                  	
                    4/25/2008

                  	
                    385,483,362.00

                  
	
                    4/25/2008

                  	
                    5/25/2008

                  	
                    368,851,941.00

                  
	
                    5/25/2008

                  	
                    6/25/2008

                  	
                    352,905,968.00

                  
	
                    6/25/2008

                  	
                    7/25/2008

                  	
                    337,617,085.00

                  
	
                    7/25/2008

                  	
                    8/25/2008

                  	
                    322,958,110.00

                  
	
                    8/25/2008

                  	
                    9/25/2008

                  	
                    308,902,991.00

                  
	
                    9/25/2008

                  	
                    10/25/2008

                  	
                    295,426,757.00

                  
	
                    10/25/2008

                  	
                    11/25/2008

                  	
                    281,943,159.00

                  
	
                    11/25/2008

                  	
                    12/25/2008

                  	
                    238,653,713.00

                  
	
                    12/25/2008

                  	
                    1/25/2009

                  	
                    202,609,890.00

                  
	
                    1/25/2009

                  	
                    2/25/2009

                  	
                    172,545,735.00

                  
	
                    2/25/2009

                  	
                    3/25/2009

                  	
                    147,675,600.00

                  
	
                    3/25/2009

                  	
                    4/25/2009

                  	
                    140,297,166.00

                  
	
                    4/25/2009

                  	
                    5/25/2009

                  	
                    133,250,614.00

                  
	
                    5/25/2009

                  	
                    6/25/2009

                  	
                    126,521,454.00

                  
	
                    6/25/2009

                  	
                    7/25/2009

                  	
                    120,098,996.00

                  
	
                    7/25/2009

                  	
                    8/25/2009

                  	
                    113,964,443.00

                  
	
                    8/25/2009

                  	
                    9/25/2009

                  	
                    108,104,653.00

                  
	
                    9/25/2009

                  	
                    10/25/2009

                  	
                    102,507,098.00

                  
	
                    10/25/2009

                  	
                    11/25/2009

                  	
                    97,159,826.00

                  
	
                    11/25/2009

                  	
                    12/25/2009

                  	
                    92,051,699.00

                  
	
                    12/25/2009

                  	
                    1/25/2010

                  	
                    87,174,235.00

                  
	
                    1/25/2010

                  	
                    2/25/2010

                  	
                    82,514,150.00

                  
	
                    2/25/2010

                  	
                    3/25/2010

                  	
                    78,061,572.00

                  
	
                    3/25/2010

                  	
                    4/25/2010

                  	
                    73,807,086.00

                  
	
                    4/25/2010

                  	
                    5/25/2010

                  	
                    69,741,711.00

                  
	
                    5/25/2010

                  	
                    6/25/2010

                  	
                    65,856,895.00

                  
	
                    6/25/2010

                  	
                    7/25/2010

                  	
                    62,144,911.00

                  
	
                    7/25/2010

                  	
                    8/25/2010

                  	
                    58,597,458.00

                  
	
                    8/25/2010

                  	
                    9/25/2010

                  	
                    55,207,098.00

                  
	
                    9/25/2010

                  	
                    10/25/2010

                  	
                    51,966,740.00

                  
	
                    10/25/2010

                  	
                    11/25/2010

                  	
                    48,869,615.00

                  
	
                    11/25/2010

                  	
                    12/25/2010

                  	
                    45,909,273.00

                  
	
                    12/25/2010

                  	
                    1/25/2011

                  	
                    43,079,584.00

                  
	
                    1/25/2011

                  	
                    2/25/2011

                  	
                    40,374,626.00

                  
	
                    2/25/2011

                  	
                    3/25/2011

                  	
                    37,788,791.00

                  
	
                    3/25/2011

                  	
                    4/25/2011

                  	
                    35,316,725.00

                  


          

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

           

          
            	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Notional
                      Amount (USD)

                  
	
                    4/25/2011

                  	
                    5/25/2011

                  	
                    32,953,320.00

                  
	
                    5/25/2011

                  	
                    6/25/2011

                  	
                    30,693,706.00

                  
	
                    6/25/2011

                  	
                    7/25/2011

                  	
                    28,533,236.00

                  
	
                    7/25/2011

                  	
                    8/25/2011

                  	
                    26,467,460.00

                  
	
                    8/25/2011

                  	
                    9/25/2011

                  	
                    24,492,143.00

                  
	
                    9/25/2011

                  	
                    10/25/2011

                  	
                    22,603,238.00

                  
	
                    10/25/2011

                  	
                    11/25/2011

                  	
                    20,796,887.00

                  
	
                    11/25/2011

                  	
                    12/25/2011

                  	
                    19,069,275.00

                  
	
                    12/25/2011

                  	
                    1/25/2012

                  	
                    17,415,291.00

                  
	
                    1/25/2012

                  	
                    2/25/2012

                  	
                    15,833,464.00

                  


          


          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          


          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

          
 

           

           

           

           

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

           

          

            


            ISDA®

            CREDIT
              SUPPORT ANNEX

            to
              the
              Schedule to the

            ISDA
              Master Agreement

            dated
              as
              of March 22, 2007, between

            The
              Royal
              Bank of Scotland plc (hereinafter referred to as “Party
              A”
              or
“Pledgor”)

            


            and

            


             

            HSBC
              Bank
              USA, National Association, not in its individual capacity, but solely
              as
              supplemental interest trust trustee for the Supplemental Interest Trust
              (the
              "Supplemental
              Interest Trust Trustee")
              on
              behalf of the supplemental interest trust (the "Supplemental
              Interest Trust")
              with
              respect to the ACE Securities Corp. Home Equity Loan Trust, Series
              2007-HE3
              Asset Backed Pass-Through Certificates (“Party
              B”)

            (hereinafter
              referred to as “Party
              B”
              or
“Secured
              Party”).

            


            For
              the
              avoidance of doubt, and notwithstanding anything to the contrary that
              may be
              contained in the Agreement, this Credit Support Annex shall relate
              solely to the
              Transaction documented in the Confirmation dated March 22, 2007, between
              Party A
              and Party B, Reference Number D16239507.

            


             

            Paragraph
              13. Elections and Variables.

             

            
              	
                      (a)

                    	
                      Security
                        Interest for “Obligations”.
                        The term “Obligations”
                        as
                        used in this Annex includes the following additional
                        obligations:

                    


            

             

            With
              respect to Party A: not applicable.

             

            With
              respect to Party B: not applicable.

             

            
              	
                      (b)

                    	
                      Credit
                        Support Obligations.

                    


            

             

            
              	 	
                      (i)

                    	
                      Delivery
                        Amount, Return Amount and Credit Support
                        Amount.

                    


            

             

            
              	 	
                      (A)

                    	
                      “Delivery
                        Amount”
                        has the meaning specified in Paragraph 3(a) as amended (I)
                        by deleting the
                        words “upon a demand made by the Secured Party on or promptly following
                        a
                        Valuation Date” and inserting in lieu thereof the words “not later than
                        the close of business on each Valuation Date” and (II) by deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Value as of that Valuation Date of all Posted
                        Credit Support held by the Secured Party.” and inserting in lieu thereof
                        the following:

                    


            

             

            The
              “Delivery
              Amount”
              applicable to the Pledgor for any Valuation Date will equal the greatest
              of


             

            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Credit Support Amount for such Valuation
                        Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                        Credit Support held by the Secured Party,


                    


            

             

            Copyright
              © 1994 by International Swaps and Derivatives Association, Inc.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                        Valuation Date of all Posted Credit Support held by the Secured
                        Party, and
                        

                    


            

             

            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                        such Valuation Date of all Posted Credit Support held by
                        the Secured
                        Party.

                    


            

             

            
              	 	
                      (B)

                    	
                      “Return
                        Amount”
                        has the meaning specified in Paragraph 3(b) as amended by
                        deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                        thereof the following:

                    


            

             

            The
              “Return
              Amount”
              applicable to the Secured Party for any Valuation Date will equal the
              least of


             

            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Value as of such Valuation Date of all
                        Posted Credit Support held by the Secured Party exceeds (b)
                        the S&P
                        Credit Support Amount for such Valuation Date,


                    


            

             

            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s First Trigger Credit Support Amount for such Valuation
                        Date,
                        and

                    


            

             

            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s Second Trigger Credit Support Amount for such Valuation
                        Date.

                    


            

             

            
              	 	
                      (C)

                    	
                      “Credit
                        Support Amount”
                        shall not apply. For purposes of calculating any Delivery
                        Amount or Return
                        Amount for any Valuation Date, reference shall be made to
                        the S&P
                        Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                        the Moody’s Second Trigger Credit Support Amount, in each case for
                        such
                        Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                        13(b)(i)(B),
                        above.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Eligible
                        Collateral.
                        

                    


            

             

            On
              any
              date, the following items will qualify as “Eligible
              Collateral”
(for
              the avoidance of doubt, all Eligible Collateral to be denominated in
              USD):

             


            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            


            


             

            
              	
                       

                      ISDA
                        Collateral Asset Definition
                        (ICAD) Code 

                    	
                      Remaining
                        Maturity in Years

                    	
                      S&P
                        

                      Valuation
                        

                      Percentage

                    	
                      Moody’s

                      First
                        Trigger Valuation
                        Percentage

                    	
                      Moody’s

                      Second
                        Trigger

                      Valuation

                      Percentage

                    
	
                      (A)
                        US-CASH

                    	
                      N/A

                    	
                      100%

                    	
                      100%

                    	
                      100%

                    
	
                      (B)
                        US-TBILL

                           
                        US-TNOTE

                           
                        US-TBOND

                    	 	 	 	 
	 	
                      1
                        or less

                    	
                      98.9%

                    	
                      100%

                    	
                      100%

                    
	 	
                      More
                        than 1 but not more than 2

                    	
                      98.0%

                    	
                      100%

                    	
                      99%

                    
	 	
                      More
                        than 2 but not more than 3

                    	
                      97.4%

                    	
                      100%

                    	
                      98%

                    
	 	
                      More
                        than 3 but not more than 5

                    	
                      95.5%

                    	
                      100%

                    	
                      97%

                    
	 	
                      More
                        than 5 but not more than 7

                    	
                      93.7%

                    	
                      100%

                    	
                      96%

                    
	 	
                      More
                        than 7 but not more than 10

                    	
                      92.5%

                    	
                      100%

                    	
                      94%

                    
	 	
                      More
                        than 10 but not more than 20

                    	
                      91.1%

                    	
                      100%

                    	
                      90%

                    
	 	
                      More
                        than 20

                    	
                      88.6%

                    	
                      100%

                    	
                      88%

                    
	
                      (C)
                        US-GNMA

                           
                        US-FNMA

                           
                        US-FHLMC

                    	 	 	 	 
	 	
                      1
                        or less

                    	
                      98.5%

                    	
                      100%

                    	
                      99%

                    
	 	
                      More
                        than 1 but not more than 2

                    	
                      97.7%

                    	
                      100%

                    	
                      99%

                    
	 	
                      More
                        than 2 but not more than 3

                    	
                      97.3%

                    	
                      100%

                    	
                      98%

                    
	 	
                      More
                        than 3 but not more than 5

                    	
                      94.5%

                    	
                      100%

                    	
                      96%

                    
	 	
                      More
                        than 5 but not more than 7

                    	
                      93.1%

                    	
                      100%

                    	
                      93%

                    
	 	
                      More
                        than 7 but not more than 10

                    	
                      90.7%

                    	
                      100%

                    	
                      93%

                    
	 	
                      More
                        than 10 but not more than 20

                    	
                      87.7%

                    	
                      100%

                    	
                      89%

                    
	 	
                      More
                        than 20

                    	
                      84.4%

                    	
                      100%

                    	
                      87%

                    


            

            


             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

            The
              ISDA
              Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
              are
              taken from the Collateral Asset Definitions (First Edition June 2003)
              as
              published and copyrighted in 2003 by the International Swaps and Derivatives
              Association, Inc.

             

            
              	 	
                      (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 100,000 with respect to Party A and Party B;
                        provided,
                        however,
                        that if the aggregate Certificate Principal Balance of the
                        Certificates
                        and the aggregate principal balance of the Notes rated by
                        S&P is at
                        the time of any transfer less than USD 50,000,000, the “Minimum
                        Transfer Amount”
                        shall be USD 50,000.

                    


            

             

            
              	 	
                      (D)

                    	
                      Rounding:
                        The Delivery Amount will be rounded up to the nearest integral
                        multiple of
                        USD 10,000. The Return Amount will be rounded down to the
                        nearest integral
                        multiple of USD 10,000.

                    


            

             

            
              	
                      (c)

                    	
                      Valuation
                        and Timing.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Valuation
                        Agent”
                        means Party A. All calculations by the Valuation Agent must
                        be made in
                        accordance with standard market
                        practice.

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Valuation
                        Date” means
                        each Local Business Day on which any of the S&P Credit Support Amount,
                        the Moody’s First Trigger Credit Support Amount, or the Moody’s Second
                        Trigger Credit Support Amount is greater than
                        zero.

                    


            

             

            
              	 	
                      (iii)

                    	
                      “Valuation
                        Time” means
                        the close of business in the city of the Valuation Agent
                        on the Local
                        Business Day immediately preceding the Valuation Date or
                        date of
                        calculation, as applicable; provided
                        that the calculations of Value and Exposure will be made
                        as of
                        approximately the same time on the same date. The Valuation
                        Agent will
                        notify each party (or the other party, if the Valuation Agent
                        is a party)
                        of its calculations not later than the Notification Time
                        on the applicable
                        Valuation Date (or in the case of Paragraph 6(d), the Local
                        Business Day
                        following the day on which such relevant calculations are
                        performed).

                    


            

             

            
              	 	
                      (iv)

                    	
                      “Notification
                        Time” means
                        11:00 a.m., New York time, on a Local Business Day.
                        

                    


            

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (v)

                    	
                      External
                        Verification.
                        Notwithstanding anything to the contrary in the definitions
                        of Valuation
                        Agent or Valuation Date, at any time at which Party A (or,
                        to the extent
                        applicable, its Credit Support Provider) does not have a
                        long-term
                        unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                        the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                        the S&P Value of Posted Credit Support on each Valuation Date based
                        on
                        internal marks and (B) verify such calculations with external
                        marks
                        monthly by obtaining on the last Local Business Day of each
                        calendar month
                        two external marks for each Transaction to which this Annex
                        relates and
                        for all Posted Credit Support; such verification of the Secured
                        Party’s
                        Exposure shall be based on the higher of the two external
                        marks. Each
                        external mark in respect of a Transaction shall be obtained
                        from an
                        independent Reference Market-maker that would be eligible
                        and willing to
                        enter into such Transaction in the absence of the current
                        derivative
                        provider, provided
                        that an external mark may not be obtained from the same Reference
                        Market-maker more than four times in any 12-month period.
                        The Valuation
                        Agent shall obtain these external marks directly or through
                        an independent
                        third party, in either case at no cost to Party B. The Valuation
                        Agent
                        shall calculate on each Valuation Date (for purposes of this
                        paragraph,
                        the last Local Business Day in each calendar month referred
                        to above shall
                        be considered a Valuation Date) the Secured Party’s Exposure based on the
                        greater of the Valuation Agent’s internal marks and the external marks
                        received. If the S&P Value on any such Valuation Date of all Posted
                        Credit Support then held by the Secured Party is less than
                        the S&P
                        Credit Support Amount on such Valuation Date (in each case
                        as determined
                        pursuant to this paragraph), Party A shall, within three
                        Local Business
                        Days of such Valuation Date, Transfer to the Secured Party
                        Eligible Credit
                        Support having an S&P Value as of the date of Transfer at least equal
                        to such deficiency. 

                    


            

             

            
              	 	
                      (vi)

                    	
                      Notice
                        to S&P.
                        At
                        any time at which Party A (or, to the extent applicable,
                        its Credit
                        Support Provider) does not have a long-term unsubordinated
                        and unsecured
                        debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                        provide to S&P not later than the Notification Time on the Local
                        Business Day following each Valuation Date its calculations
                        of the Secured
                        Party’s Exposure and the S&P Value of any Eligible Credit Support or
                        Posted Credit Support for that Valuation Date. The Valuation
                        Agent shall
                        also provide to S&P any external marks received pursuant to the
                        preceding paragraph.

                    


            

             

            
              	
                      (d)

                    	
                      Conditions
                        Precedent and Secured Party’s Rights and
                        Remedies.
                        The following Termination Events will be a “Specified
                        Condition”
                        for the party specified (that party being the Affected Party
                        if the
                        Termination Event occurs with respect to that party): 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 11:00 a.m. New York time on the Local Business Day
                        following the
                        date on which the notice of the dispute is given under Paragraph
                        5.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Value.
                        Notwithstanding anything to the contrary in Paragraph 12,
                        for the purpose
                        of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                        Value, and Moody’s Second Trigger Value, on any date, of Eligible
                        Collateral other than Cash will be calculated as follows:
                        

                    


            

             

            For
              Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
              the
              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.

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (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 Supplemental
              Interest
              Trust Trustee or (B) any entity other than the entity then serving
              as
              Supplemental Interest Trust Trustee if such other entity (or, to the
              extent
              applicable, its parent company or credit support provider) shall then
              have a
              long-term unsecured and unsubordinated debt rating of at least “A+” by S&P
              and at least “A1” by Moody’s.

             

            Initially,
              the Custodian
              for
              Party B is Wells Fargo Bank, N.A.

             

            
              	 	
                      (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) interest-bearing Permitted
                        Investments
                        rated at least AAAm or AAAm-G by S&P and 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 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. Party A directs the Custodian to
                        deposit any
                        Posted Collateral that is in the form of Cash into an account
                        that
                        satisfies the criteria in the second preceding
                        sentence.

                    


            

             

            
              	 	
                      (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.

                    


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (j)

                    	
                      Other
                        Eligible Support and Other Posted Support.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Value”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable. 

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Transfer”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable.

                    


            

             

            
              	
                      (k)

                    	
                      Demands
                        and Notices.All
                        demands, specifications and notices under this Annex will
                        be made pursuant
                        to the Notices Section of this Agreement, except that any
                        demand,
                        specification or notice shall be given to or made at the
                        following
                        addresses, or at such other address as the relevant party
                        may from time to
                        time designate by giving notice (in accordance with the terms
                        of this
                        paragraph) to the other party:

                    


            

             

            If
              to
              Party A, at the address specified pursuant to the Notices Section of
              this
              Agreement.

             

            If
              to
              Party B, at the address specified pursuant to the Notices Section of
              this
              Agreement. 

             

            If
              to
              Party B’s Custodian, at such address as will be provided from time to
              time.

             

            
              	
                      (l)

                    	
                      Address
                        for Transfers.
                        Each Transfer hereunder shall be made to the address specified
                        below or to
                        an address specified in writing from time to time by the
                        party to which
                        such Transfer will be made.

                    


            

             

            Party
              A account details:

             

            For
              the
              account of The Royal Bank of Scotland Financial Markets Fixed Income
              and
              Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM with
              JPMorgan
              Chase Bank, New York CHASUS33, ABA # 021000021

            Account
              Number 400930153

             

            Party
              B’s Custodian account details for holding collateral:

             

            Wells
              Fargo Bank, NA

            ABA
              #
              121000248

            Account
              Name: SAS Clearing Account #3970771416

            FFC
              to:
              50997703 ACE 2007-HE3 Swap Collateral Account

            


            
              	
                      (m)

                    	
                      Other
                        Provisions.

                    


            

             

            
              	 	
                      (i)

                    	
                      Collateral
                        Account.
                        Party B shall open and maintain a segregated account, which
                        shall be an
                        Eligible Account, and hold, record and identify all Posted
                        Collateral in
                        such segregated account.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Agreement
                        as to Single Secured Party and Single Pledgor.
                        Party A and Party B hereby agree that, notwithstanding anything
                        to the
                        contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                        means only Party B, (b) the term “Pledgor” as used in this Annex means
                        only Party A, (c) only Party A makes the pledge and grant
                        in Paragraph 2,
                        the acknowledgement in the final sentence of Paragraph 8(a)
                        and the
                        representations in Paragraph 9.

                    


            

             

            
              	 	
                      (iii)

                    	
                      Calculation
                        of Value.
                        Paragraph 4(c) is hereby amended by deleting the word “Value” and
                        inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                        Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                        deleting the words “a Value” and inserting in lieu thereof “an S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                        (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                        Paragraph 5 (flush language) is hereby amended by deleting
                        the word
                        “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                        Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                        language) is hereby amended by deleting the word “Value” and inserting in
                        lieu thereof “S&P Value, Moody’s First Trigger Value, or Moody’s
                        Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                        word “the Value, if” and inserting in lieu thereof “any one or more of the
                        S&P Value, Moody’s First Trigger Value or Moody’s Second Trigger
                        Value, as the case may be”. Paragraph 5(ii) is hereby amended by (1)
                        deleting the first instance of the words “the Value” and inserting in lieu
                        thereof “any one or more of the S&P Value, Moody’s First Trigger
                        Value, or Moody’s Second Trigger Value” and (2) deleting the second
                        instance of the words “the Value” and inserting in lieu thereof “such
                        disputed S&P Value, Moody’s First Trigger Value, or Moody’s Second
                        Trigger Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                        hereby amended by deleting the word “Value” and inserting in lieu thereof
                        “least of the S&P Value, Moody’s First Trigger Value, and Moody’s
                        Second Trigger Value”. 

                    


            

             

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (iv)

                    	
                      Form
                        of Annex. Party
                        A and Party B hereby agree that the text of Paragraphs 1
                        through 12,
                        inclusive, of this Annex is intended to be the printed form
                        of ISDA Credit
                        Support Annex (Bilateral Form - ISDA Agreements Subject to
                        New York Law
                        Only version) as published and copyrighted in 1994 by the
                        International
                        Swaps and Derivatives Association,
                        Inc.

                    


            

             

            
              	 	
                      (v)

                    	
                      Events
                        of Default.
                        Paragraph 7 will not apply to cause any Event of Default
                        to exist with
                        respect to Party B except that Paragraph 7(i) will apply
                        to Party B solely
                        in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                        Support Annex. Notwithstanding anything to the contrary in
                        Paragraph 7,
                        any failure by Party A to comply with or perform any obligation
                        to be
                        complied with or performed by Party A under the Credit Support
                        Annex shall
                        only be an Event of Default if (A) a
                        Required Ratings Downgrade Event has occurred and been continuing
                        for 30
                        or more Local Business Days, and (B) such failure is not
                        remedied on or
                        before the third Local Business Day after notice of such
                        failure is given
                        to Party A.

                    


            

             

            
              	 	
                      (vi)

                    	
                      Expenses.
                        Notwithstanding anything to the contrary in Paragraph 10,
                        the Pledgor will
                        be responsible for, and will reimburse the Secured Party
                        for, all transfer
                        and other taxes and other costs involved in any Transfer
                        of Eligible
                        Collateral.

                    


            

             

            
              	 	
                      (vii)

                    	
                      Withholding.
                        Paragraph 6(d)(ii) is hereby amended by inserting immediately
                        after “the
                        Interest Amount” in the fourth line thereof the words “less any applicable
                        withholding taxes.”

                    


            

             

            
              	 	
                      (viii)

                    	
                      [Reserved]

                    


            

             

            (ix)          
              Additional
              Definitions.
              As used
              in this Annex:

             

            “Collateral
              Event” means
              that no Relevant Entity has credit ratings at least equal to the Approved
              Ratings Threshold.

             

            “DV01”
              means,
              with respect to a Transaction and any date of determination, the estimated
              change in the Secured Party’s Transaction Exposure with respect to such
              Transaction that would result from a one basis point change in the
              relevant swap
              curve on such date, as determined by the Valuation Agent in good faith
              and in a
              commercially reasonable manner. The Valuation Agent shall, upon request
              of Party
              B, provide to Party B a statement showing in reasonable detail such
              calculation.

             

            “Exposure”
              has the meaning specified in Paragraph 12, except that after the word
              “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
              Schedule is deleted)” shall be inserted. 

             

            “Local
              Business Day”
means,
              for purposes of this Annex: any day on which (A) commercial banks are
              open for
              business (including dealings in foreign exchange and foreign currency
              deposits)
              in New York and the location of Party A, Party B and any Custodian,
              and (B) in
              relation to a Transfer of Eligible Collateral, any day on which the
              clearance
              system agreed between the parties for the delivery of Eligible Collateral
              is
              open for acceptance and execution of settlement instructions (or in
              the case of
              a Transfer of Cash or other Eligible Collateral for which delivery
              is
              contemplated by other means a day on which commercial banks are open
              for
              business (including dealings in foreign exchange and foreign deposits)
              in New
              York and the location of Party A, Party B and any Custodian. 

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

            “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 Ratings Event has
                        occurred and has been continuing (x) for at least 30 Local
                        Business Days
                        or (y) since this Annex was executed and (II) it is not the
                        case that a
                        Moody’s Second Trigger Ratings Event has occurred and been continuing
                        for
                        at least 30 Local Business Days, an amount equal to the greater
                        of (a)
                        zero and (b) the sum of (i) the Secured Party’s Exposure for such
                        Valuation Date and (ii) the sum, for each Transaction to
                        which this Annex
                        relates, of

                    


            

             

            the
              lesser of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01
              for such Transaction and such Valuation Date and (y) the product of
              (i) Moody’s
              First Trigger Notional Amount Multiplier, (ii) the Scale Factor, if
              any, for
              such Transaction, or, if no Scale Factor is applicable for such Transaction,
              one, and (iii) the Notional Amount for such Transaction for the Calculation
              Period for such Transaction (each as defined in the related Confirmation)
              which
              includes such Valuation Date; or 

             

            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            (II) the
              Threshold for Party A such Valuation Date.

             

            “Moody’s
              First Trigger DV01 Multiplier”
              means
              15.

             

            “Moody’s
              First Trigger Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the bid
              price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
              Valuation Percentage for such Eligible Collateral set forth in Paragraph
              13(b)(ii).

             

            “Moody’s
              First Trigger Notional Amount Multiplier”
              means
              2%.

             

            “Moody’s
              Second Trigger 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


                    


            

             

            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            

            (1)
              if
              such Transaction is not a Transaction-Specific Hedge, 

             

            the
              lesser of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01
              for such Transaction and such Valuation Date and (ii) the product of
              (a) the
              Moody’s Second Trigger Notional Amount Multiplier, (b) the Scale Factor if
              any,
              for such Transaction, or, if no Scale Factor is applicable for such
              Transaction,
              one, and (c) and 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
              lesser of (i) the product of the Moody’s Second Trigger Transaction-Specific
              Hedge DV01 Multiplier and DV01 for such Transaction and such Valuation
              Date and
              (ii) the product of (a) the Moody’s Second Trigger Transaction-Specific Hedge
              Notional Amount Multiplier, (b) the Scale Factor, if any, for such
              Transaction
              or, if no Scale Factor is applicable for such Transaction, one, and
              (c) the
              Notional Amount for such Transaction for the Calculation Period (each
              as defined
              in the related Confirmation) which includes such Valuation Date; or
              

             

            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            (II) the
              Threshold for Party A for such Valuation Date.

             

            “Moody’s
              Second Trigger DV01 Multiplier”
              means
              50.

             

            “Moody’s
              Second Trigger Transaction-Specific Hedge DV01
              Multiplier”
              means
              65.

             

            “Moody’s
              Second Trigger Transaction-Specific Hedge Notional Amount
              Multiplier”
              means
              10%.

             

            “Moody’s
              Second Trigger Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the bid
              price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
              Valuation Percentage for such Eligible Collateral set forth in Paragraph
              13(b)(ii).

             

            “Moody’s
              Second Trigger Notional Amount Multiplier”
              means
              8%.

             

            “Remaining
              Weighted Average Maturity” means,
              with respect to a Transaction, the expected weighted average maturity
              for such
              Transaction as determined by the Valuation Agent. 

             

            “S&P
              Approved Ratings Downgrade Event”
means
              that no Relevant Entity has credit ratings at least equal to the S&P
              Approved Ratings Threshold.

             

            “S&P
              Credit Support Amount”
              means,
              for any Valuation Date, the excess, if any, of

             

            
              	 	
                      (I)

                    	
                      (A)
                        

                    	
                      for
                        any Valuation Date on which (i) a S&P Approved Ratings Downgrade Event
                        has occurred and been continuing for at least 30 days, or
                        (ii) a S&P
                        Required Ratings Downgrade Event has occurred and is continuing,
                        an amount
                        equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                        Valuation Date and (2) the sum, for each Transaction to which
                        this Annex
                        relates, of the product of (i) the S&P Volatility Buffer for such
                        Transaction, (ii) the Scale Factor, if any, for such Transaction
                        or, if no
                        Scale Factor is applicable for such Transaction, one, and
                        (iii) the
                        Notional Amount of such Transaction for the Calculation Period
                        of such
                        Transaction (each as defined in the related Confirmation)
                        which includes
                        such Valuation Date, or 

                    


            

             

            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            (II) the
              Threshold for Party A for such Valuation Date.

             

            “S&P
              Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the
              product of (A) the bid price obtained by the Valuation Agent for such
              Eligible
              Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
              set forth in paragraph 13(b)(ii).

             

            “S&P
              Volatility Buffer”
              means,
              for any Transaction, the related percentage set forth in the following
              tables
              for S&P. 

             

            
              	
                      The
                        higher of the S&P credit rating of (i) Party A and (ii) the Credit
                        Support Provider of Party A, if applicable

                    	
                      Remaining
                        Weighted Average Maturity of such Transaction

                      up
                        to 3 years

                    	
                      Remaining
                        Weighted Average Maturity of such Transaction

                      up
                        to 5 years

                    	
                      Remaining
                        Weighted Average Maturity of such Transaction

                      Up
                        to 10 years

                    	
                      Remaining
                        Weighted Average Maturity of such Transaction

                      up
                        to 30 years

                    
	
                      “A-2”
                        or higher

                    	
                      2.75%

                    	
                      3.25%

                    	
                      4.00%

                    	
                      4.75%

                    
	
                      “A-3”

                    	
                      3.25%

                    	
                      4.00%

                    	
                      5.00%

                    	
                      6.25%

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50%

                    	
                      4.50%

                    	
                      6.75%

                    	
                      7.50%

                    


            

            


             

            “Transaction
              Exposure”
              means,
              for any Transaction, Exposure determined as if such Transaction were
              the only
              Transaction between the Secured Party and the Pledgor.

             

            “Transaction-Specific
              Hedge” means
              any
              Transaction that is (i) an interest rate swap in respect of which (x)
              the
              notional amount of the interest rate swap is “balance guaranteed” or (y) the
              notional amount of the interest rate swap for any Calculation Period
              (as defined
              in the related Confirmation) otherwise is not a specific dollar amount
              that is
              fixed at the inception of the Transaction, (ii) an interest rate cap,
              (iii) an
              interest rate floor or (iv) an interest rate swaption.

             

            “Valuation
              Percentage”
              shall
              mean, for purposes of determining the S&P Value, Moody’s First Trigger
              Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
              or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
              Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
              such Eligible Collateral or Posted Collateral, respectively, in each
              case as set
              forth in Paragraph 13(b)(ii).

             

            “Value”
              shall
              mean, in respect of any date, the related S&P Value the related Moody’s
              First Trigger Value, and the related Moody’s Second Trigger Value.

             

            


             

            [Remainder
              of this page intentionally left blank]

             


            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            


            IN
              WITNESS WHEREOF, the parties have executed this Annex by their duly
              authorized
              representatives as of the date of the Agreement.

             

            
              	
                      The
                        Royal Bank of Scotland plc 

                      By:
                        Greenwich Capital Markets, Inc., its agent

                       

                       

                    	
                      HSBC
                        Bank USA, National Association, not in its individual capacity,
                        but solely
                        as supplemental interest trust trustee for the Supplemental
                        Interest Trust
                        on behalf of the Supplemental Interest Trust with respect
                        to the ACE
                        Securities Corp. Home Equity Loan Trust, Series 2007-HE3
                        Asset Backed
                        Pass-Through Certificates

                    
	 	 
	
                      By: 
                        /s/
                        David E. Wagner        
Name
                        David Wagner
Title:
                        Managing Director
Date:
                        3-22-07

                    	
                      By: 
                        /s/
                        Fernando Acebedo        
Name:
                        Fernando Acebedo
Title:
                        Vice President
Date:
                        3-22-07

                    


            

            


             

            


            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

             

          

        

        


          
            
              
              

            

            
              I-1

              
                

              

            

            
              
              

            

          



        EXHIBIT
          J

         

        CAP
          CONTRACTS

         

        

          (Multicurrency—Cross
            Border)

          ISDA®

          International
            Swap and Derivatives Association, Inc.

           

          MASTER
            AGREEMENT

          


          


          dated
            as
            of March 22, 2007

          


          
            	
                    THE
                      ROYAL BANK OF SCOTLAND PLC

                  	
                    and

                  	
                    HSBC
                      BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
                      BUT SOLELY
                      AS TRUSTEE (THE “TRUSTEE”) FOR THE TRUST (THE
                      “TRUST”)
                      WITH RESPECT TO ACE SECURITIES CORP. HOME EQUITY LOAN TRUST,
                      SERIES
                      2007-HE3

                  


          

           

          
            	
                    ("Party
                      A")

                  	 	
                    ("Party
                      B")

                  


          

          


          
            	
                    have
                      entered and/or anticipate entering into one or more transactions
                      (each a
                      “Transaction”) that are or will be governed by this Master
                      Agreement, which includes the schedule (the “Schedule”),
                      and the documents and other confirming evidence (each
                      a “Confirmation”) exchanged between the parties confirming those
                      Transactions. 

                  
	 
	
                    Accordingly,
                      the parties agree as follows:—

                  
	 
	
                    1. Interpretation

                  
	 
	
                    (a) Definitions.
                      The
                      terms defined in Section 14 and in the Schedule will have
                      the meanings therein specified for the purpose of this
                      Master Agreement.

                  
	 
	
                    (b) Inconsistency.
                      In
                      the event of any inconsistency between the provisions of
                      the Schedule and the
                      other provisions of this Master Agreement, the Schedule
                      will prevail. In the event of any inconsistency
                      between the provisions of any Confirmation and this Master
                      Agreement (including the Schedule), such
                      Confirmation will prevail for the purpose of
                      the relevant Transaction.

                  
	 
	
                    (c) Single
                      Agreement. All
                      Transactions are entered into in reliance on the
                      fact that this Master Agreement and all
                      Confirmations form a single agreement between the parties
                      (collectively referred to as
                      this “Agreement”), and the parties would not otherwise enter
                      into any Transactions.

                  
	 
	
                    2. Obligations

                  
	 
	
                    (a) General
                      Conditions.

                  
	
                    (i) Each
                      party will make each payment or delivery specified in each
                      Confirmation
                      to be made by it, subject to the other provisions
                      of this Agreement.

                  
	 
	
                    (ii) Payments
                      under this Agreement will be made on the due date for value
                      on that
                      date in the place
                      of the account specified in the relevant Confirmation or
                      otherwise pursuant to this Agreement, in
                      freely transferable funds and in the manner customary for
                      payments in the required currency. Where
                      settlement is by delivery (that is, other than by payment), such
                      delivery will be made for receipt on the due date in
                      the manner customary for the relevant obligation unless
                      otherwise specified in the
                      relevant Confirmation or elsewhere in this
                      Agreement.

                  
	 
	
                    (iii) Each
                      obligation of each party under Section 2(a)(i) is subject to
                      (1)
                      the condition precedent that no Event of Default
                      or Potential Event of Default with respect to the other
                      party has occurred and is continuing, (2) the
                      condition precedent that no Early Termination Date
                      in respect of the relevant Transaction has
                      occurred or been effectively designated and (3)
                      each other applicable condition precedent specified in
                      this Agreement.

                  


          

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
 

          Copyright
            © 1992 by International Swap and Derivatives Association, Inc.

          
            	
                    (b) Change
                      of Account. Either
                      party may change its account for receiving a payment
                      or delivery by giving notice to the other party at
                      least five Local Business Days prior to the scheduled date
                      for
                      the payment or delivery to which such change applies unless
                      such other party gives timely notice of a reasonable objection
                      to such change.

                  
	 
	
                    (c) Netting.
                      If
                      on any date amounts would otherwise be payable:—

                  
	 
	
                    (i) in
                      the same currency; and

                  
	 
	
                    (ii) in
                      respect of the same Transaction,

                  
	 
	
                    by
                      each party to the other, then, on such date, each party's obligation
                      to
                      make payment of any such amount will be automatically
                      satisfied and discharged and, if the aggregate amount that
                      would
                      otherwise have been
                      payable by one party exceeds the aggregate amount that would
                      otherwise
                      have been payable by the other party, replaced by an
                      obligation upon the party by whom the larger aggregate amount
                      would have been payable to pay
                      to the other party the excess of the larger aggregate amount
                      over the
                      smaller aggregate amount.

                  
	 
	
                    The
                      parties may elect in respect of two or more Transactions that
                      a net amount
                      will be determined in respect of all amounts
                      payable on the same date in the same currency in respect of
such
                      Transactions, regardless of
                      whether such amounts are payable in respect of the same
                      Transaction. The election may be made in the
                      Schedule or a Confirmation by specifying that subparagraph (ii)
                      above will not apply to the Transactions identified as being
                      subject to the election, together with the starting date (in
                      which case
                      subparagraph (ii) above will not, or will cease to, apply
                      to such Transactions from such date). This election may be made
                      separately for different groups of Transactions and will apply
                      separately to each pairing of Offices through
                      which the parties make and receive payments or
                      deliveries.

                  
	 
	
                    (d) Deduction
                      or Withholding for Tax.

                  
	 
	
                    (i) Gross-Up.
                      All
                      payments under this Agreement will be made without
                      any deduction or withholding for or on account of any Tax
                      unless such deduction or withholding is required by any
                      applicable law, as modified by the practice of any relevant
                      governmental revenue
                      authority, then in
                      effect. If a party is so required to deduct or withhold, then
                      that party
                      (“X”) will:—

                  
	 
	
                    (1) promptly
                      notify the other party (“Y”) of such requirement;

                  
	 
	
                    (2) pay
                      to the relevant authorities the full amount required to be
                      deducted or withheld (including the full amount
                      required to be deducted or withheld from any additional amount
                      paid by X to Y under this Section 2(d)) promptly upon the earlier
                      of
                      determining that such deduction or withholding is
                      required or receiving notice that such amount has been assessed
                      against Y;

                  
	 
	
                    (3) promptly
                      forward to Y an official receipt (or a certified copy), or
                      other documentation reasonably acceptable to Y, evidencing such
                      payment to such authorities; and

                  
	 
	
                    (4) if
                      such Tax is an Indemnifiable Tax, pay to Y, in addition to
                      the payment
                      to which Y is otherwise entitled under this
                      Agreement, such additional amount as is necessary
                      to ensure that the net amount
                      actually received by Y (free and clear of Indemnifiable Taxes,
                      whether assessed
                      against X or Y) will equal the full amount Y would have received
                      had no such deduction or withholding been required.
                      However, X will not be required to pay any additional amount to
                      Y to the extent that it would not be required to be paid but
                      for:—

                  
	 
	
                    (A) the
                      failure by Y to comply with or perform any
                      agreement contained in Section 4(a)(i), 4(a)(iii) or
                      4(d); or

                  
	 
	
                    (B) the
                      failure of a representation made by Y pursuant to Section 3(f)
                      to
                      be accurate and true unless such failure would not
                      have occurred but for (I) any action taken by a taxing
                      authority, or brought in a court of competent jurisdiction, on or
                      after the date on which a Transaction is entered into
                      (regardless of whether such action is taken or brought with
                      respect to a party to this Agreement) or (II) a Change in Tax
                      Law.

                  


          


          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          


          


          
            	
                    (ii) Liability.
                      If:—

                  
	 
	
                    (1) X
                      is required by any applicable law, as modified by the practice
                      of
                      any relevant governmental revenue authority, to make any
                      deduction
                      or withholding in respect of which X
                      would not be required to pay an additional amount to Y under
                      Section 2(d)(i)(4);

                  
	 
	
                    (2) X
                      does not so deduct or withhold; and

                  
	 
	
                    (3) a
                      liability resulting from such Tax is assessed directly against
                      X,

                  
	 
	
                    then,
                      except to the extent Y has satisfied or then satisfies the
                      liability
                      resulting from such Tax, Y will promptly pay to X the
                      amount of such liability (including any related liability
                      for interest, but including any related liability for
                      penalties only if Y has failed to comply with or perform any
                      agreement contained in Section 4(a)(i), 4(a)(iii) or
                      4(d)).

                  
	 
	
                    (e) Default
                      Interest; Other Amounts. Prior
                      to the occurrence or effective designation of an Early
                      Termination Date in respect of the relevant Transaction, a party that
                      defaults in the performance of any payment obligation
                      will, to the extent permitted by law and subject to
                      Section 6(c), be required to pay interest
                      (before as well
                      as after judgment) on the overdue amount to the other party
                      on demand in
                      the same currency
                      as such overdue amount, for the period from (and including) the
                      original due date for payment to (but excluding) the date
                      of actual payment, at the Default Rate. Such interest will
                      be calculated
                      on the basis of daily compounding
                      and the actual number of days elapsed. If, prior to the occurrence
                      or
                      effective designation
                      of an Early Termination Date in respect of the relevant
                      Transaction, a party defaults in the performance of
                      any obligation required to be settled by delivery, it will
                      compensate
                      the other party on demand
                      if
                      and to the extent provided for in the relevant Confirmation
                      or elsewhere in this Agreement.

                  
	 
	
                    3. Representations

                  
	 
	
                    Each
                      party represents to the other party (which representations
                      will
                      be
                      deemed to be repeated
                      by each party on each date on which a Transaction is
                      entered into and, in the
                      case of the representations
                      in
                      Section 3(f), at all times until the termination of
                      this Agreement) that:—

                  
	 
	
                    (a) Basic
                      Representations.

                  
	 
	
                    (i) Status.
                      It
                      is duly organised and validly existing under the laws of the
                      jurisdiction of its organisation or incorporation and, if
                      relevant under such laws, in good standing;

                  
	 
	
                    (ii) Powers.
                      It
                      has the power to execute this Agreement and any other
                      documentation relating to this Agreement to which it is a
                      party, to
                      deliver this Agreement and any other
                      documentation relating to this Agreement that it is
                      required by this Agreement to deliver and to perform its obligations
                      under this Agreement and any obligations it has under any Credit
                      Support Document to which it is a party and has taken
                      all necessary action to authorise such execution, delivery
                      and
                      performance;

                  
	 
	
                    (iii) No
                      Violation or Conflict.
                      Such
                      execution, delivery and
                      performance do not
                      violate or  conflict with any law applicable to it,
                      any provision of its constitutional documents, any order or judgment
                      of any court or other agency of government applicable to it or
                      any of its assets or any contractual restriction binding on
                      or affecting it or any of its assets;

                  
	 
	
                    (iv) Consents.
                      All
                      governmental and other consents that are required to have been
                      obtained by it with respect to this Agreement or any
                      Credit Support Document to which it is a party have been
                      obtained and are in full force and effect and all conditions of any
                      such consents have been complied with; and

                  
	 
	
                    (v) Obligations
                      Binding. Its
                      obligations under
                      this Agreement and any
                      Credit Support Document to which it is a party
                      constitute its legal, valid and binding obligations,
                      enforceable in accordance with their respective terms
                      (subject to applicable bankruptcy, reorganisation, insolvency,
                      moratorium or similar laws affecting creditors' rights generally
                      and subject, as to enforceability, to equitable principles of
                      general application (regardless of whether enforcement
                      is sought in a proceeding in equity or at
                      law)).

                  


          


          
            
              
              

            

            
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                    (b) Absence
                      of Certain Events. No
                      Event of Default or Potential Event of Default or,
                      to its knowledge, Termination Event
                      with respect to it has occurred
                      and is continuing and
                      no such event
                      or
                      circumstance would occur as a
                      result of its entering into or performing its
                      obligations under this Agreement
                      or
                      any Credit Support Document to which it is a
                      party.

                  
	 
	
                    (c) Absence
                      of Litigation.
                      There
                      is not pending or, to its knowledge, threatened against it
                      or
                      any of its Affiliates any action, suit or proceeding
                      at law or in equity or before any court,
                      tribunal, governmental body, agency or official or any
                      arbitrator that is likely to affect the legality, validity
                      or
                      enforceability against it of this Agreement or
                      any Credit Support Document
                      to
                      which it is a party or its ability to perform its obligations
                      under this Agreement or such Credit Support
                      Document.

                  
	 
	
                    (d) Accuracy
                      of Specified Information. All
                      applicable information
                      that
                      is
                      furnished in writing by or on behalf of it to the
                      other party and is identified for the purpose of this Section
                      3(d) in the
                      Schedule is, as of the date of the information,
                      true, accurate and complete in every material respect.

                  
	 
	
                    (e) Payer
                      Tax Representation. Each
                      representation specified in the Schedule as being made by it for
                      the purpose of this Section 3(e) is accurate and
                      true.

                  
	 
	
                    (f) Payee
                      Tax Representations. Each
                      representation specified in the Schedule as being
                      made by it for the purpose of this Section 3(f)
                      is accurate and true.

                  
	 
	
                    4. Agreements

                  
	 
	
                    Each
                      party agrees with the other that, so long as either party has
                      or may have
                      any obligation under this Agreement or under any
                      Credit Support Document to which it is a party:—

                  
	 
	
                    (a) Furnish
                      Specified Information. It
                      will deliver to the other party or, in certain cases under
                      subparagraph (iii) below, to such government or taxing authority
                      as the other party reasonably directs:—

                  
	 
	
                    (i) any
                      forms, documents or certificates relating to taxation specified
                      in the
                      Schedule or any Confirmation;

                  
	 
	
                    (ii) any
                      other documents specified in the Schedule or any Confirmation;
                      and

                  
	 
	
                    (iii) upon
                      reasonable demand by such other party, any form or document
                      that may
                      be required or reasonably requested in writing in order to
                      allow such other party or its Credit Support Provider to
                      make a payment under this Agreement or any applicable Credit
                      Support Document without any deduction or withholding for
                      or on account of any Tax or with such deduction
                      or withholding at a reduced rate (so long as the
                      completion, execution or submission of such form or document would
                      not materially prejudice the legal or commercial position of the
                      party in receipt of such demand), with any such form or
                      document to be accurate and completed in a manner
                      reasonably satisfactory to such other party and to be
                      executed
                      and to be delivered with any
                      reasonably required certification, in
                      each case by the date specified in the Schedule or such Confirmation
                      or,
                      if none is specified, as soon as
                      reasonably practicable.

                  
	 
	
                    (b) Maintain
                      Authorisations. It will
                      use all reasonable efforts to maintain in full force
                      and effect all consents of any governmental or other
                      authority that are required to be obtained by it with
                      respect to this Agreement or any
                      Credit Support Document to which
                      it is a party and will use
                      all reasonable efforts to obtain any that may become
                      necessary in the future.

                  
	 
	
                    (c) Comply
                      with Laws. It
                      will comply in all material respects with all applicable laws
                      and orders to which it may
                      be subject if failure
                      so
                      to comply would materially impair its ability to perform
                      its obligations under this Agreement or any Credit Support
                      Document to which it is a party.

                  
	 
	
                    (d) Tax
                      Agreement. It
                      will give notice of any failure of a representation made by
                      it
                      under Section 3(f) to be accurate and true promptly
                      upon learning of such failure.

                  
	 
	
                    (e) Payment
                      of Stamp Tax. Subject
                      to Section 11, it will pay any Stamp Tax levied or imposed upon
                      it or in respect
                      of its execution or performance
                      of
                      this Agreement by
                      a jurisdiction in which it is incorporated,
                      organised,
                      managed and controlled, or considered to have its seat, or
                      in which a
                      branch or office through which it is
                      acting for the purpose of this Agreement is located
                      (“Stamp Tax Jurisdiction”) and will indemnify the other party
                      against any Stamp Tax levied or imposed upon
                      the other party or in respect of the other party's execution or performance
                      of this Agreement by any such
                      Stamp Tax Jurisdiction which is not also a Stamp
                      Tax Jurisdiction with respect to the other
                      party.

                  
	 


          


          
            
              
              

            

            
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                    5. Events
                      of Default and Termination Events

                  
	 
	
                    (a) Events
                      of Default. The
                      occurrence at any time with respect to a party or, if
                      applicable, any Credit Support Provider of
                      such party or any Specified
                      Entity of such party of any of the following events constitutes
                      an event of default (an “Event of Default”) with respect to such
                      party:—

                  
	 
	
                    (i) Failure
                      to Pay or Deliver. Failure
                      by the party to make, when due, any payment under this
                      Agreement or delivery under Section 2(a)(i) or 2(e) required to
                      be made by it if such failure is not remedied on or before
                      the third Local Business Day after notice of such failure is
                      given to the
                      party;

                  
	 
	
                    (ii) Breach
                      of Agreement. Failure
                      by the party to comply with or perform any agreement or
                      obligation (other than an obligation to make any payment under this
                      Agreement or delivery under Section 2(a)(i) or 2(e) or to
                      give notice of a Termination Event or any
                      agreement or obligation under Section 4(a)(i),
                      4(a)(iii) or 4(d)) to be complied with or performed by the
                      party in accordance with this Agreement if such
                      failure is not remedied on or before the thirtieth day
                      after notice of such failure is given to the
                      party;

                  
	 
	
                    (iii) Credit
                      Support Default.

                  
	 
	
                    (1) Failure
                      by the party or any Credit Support Provider of such party to
                      comply with or perform any agreement or obligation to
                      be complied with or performed by it in accordance
                      with any Credit Support Document if such failure is continuing
                      after any applicable grace
                      period has elapsed;

                  
	 
	
                    (2) the
                      expiration or termination
                      of
                      such Credit Support Document or the failing or ceasing
                      of such Credit
                      Support Document to be in full force and
                      effect for the purpose of this Agreement (in either case
                      other than in accordance with its terms)
                      prior to the satisfaction
                      of all obligations of such party
                      under each Transaction to which
                      such Credit Support Document relates without
                      the written consent of the other party; or

                  
	 
	
                    (3) the
                      party or such
                      Credit Support
                      Provider disaffirms, disclaims, repudiates or rejects, in
                      whole or in part, or challenges the validity of, such Credit
                      Support Document;

                  
	 
	
                    (iv) Misrepresentation.
                      A
                      representation (other than a representation under
                      Section 3(e) or (f))
                      made or repeated
                      or deemed to have been made or repeated by the party or
                      any Credit Support
                      Provider of such
                      party in this Agreement or any Credit Support Document proves
                      to have been
                      incorrect or misleading
                      in any
                      material respect when made or repeated or deemed to
                      have been made
                      or repeated;

                  
	 
	
                    (v) Default
                      under Specified Transaction. The
                      party, any Credit Support Provider of such party or
                      any applicable Specified
                      Entity of such party (1) defaults under a Specified
                      Transaction and, after
                      giving effect
                      to any applicable notice requirement or grace period, there
                      occurs a
                      liquidation of, an
                      acceleration of obligations
                      under, or an
                      early termination of, that Specified Transaction, (2) defaults,
                      after giving effect to any applicable notice requirement or
                      grace period, in making any payment or delivery due on
                      the last payment, delivery or exchange date of, or any payment
                      on early termination of, a Specified Transaction (or
                      such default continues for at least three Local
                      Business Days if there is no applicable notice
                      requirement or grace period) or (3) disaffirms,
                      disclaims, repudiates or rejects, in whole or in part,
                      a Specified Transaction (or such action is taken by any
                      person or entity appointed or empowered to operate it
                      or act on its behalf);

                  
	 
	
                    (vi) Cross
                      Default. If
                      “Cross Default” is specified in
                      the Schedule as applying to the party, the occurrence or existence
                      of (1) a default, event of default or other similar condition
                      or
                      event
                      (however described)
                      in respect of such
                      party, any Credit Support Provider of such party
                      or any applicable Specified Entity of such party under
                      one or more agreements or instruments relating to Specified
                      Indebtedness of any of them (individually or collectively) in an
                      aggregate amount of not less than the applicable Threshold
                      Amount (as
                      specified in the Schedule) which has resulted in such Specified
                      Indebtedness becoming, or becoming capable at such time of being
                      declared, due and payable under such agreements or
                      instruments, before it would
                      otherwise have been due and payable or (2) a default
                      by such party, such Credit Support Provider or such Specified
                      Entity (individually or collectively) in making one or
                      more payments on the due date thereof
                      in an aggregate
                      amount of not less than the applicable Threshold Amount
                      under such agreements or instruments (after giving effect to any
                      applicable notice requirement or grace
                      period);

                  
	
                     

                  


          


          
            
              
              

            

            
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                    (vii) Bankruptcy.
                      The
                      party, any Credit Support Provider
                      of
                      such party or any applicable Specified Entity of such
                      party:—

                  
	 
	
                    (1) is
                      dissolved (other than pursuant to a consolidation, amalgamation
                      or
                      merger); (2) becomes
                      insolvent or is
                      unable to
                      pay its debts or fails or admits in writing
                      its inability generally to pay its debts as they
                      become due; (3) makes a general assignment,
                      arrangement or composition with or for the benefit of
                      its creditors; (4) institutes or has instituted
                      against it a proceeding seeking a judgment of
                      insolvency or bankruptcy or any other relief under
                      any bankruptcy or insolvency law or
                      other similar law affecting
                      creditors' rights, or a petition is presented for its
                      winding-up or liquidation, and, in the case of any such
                      proceeding or petition instituted or
                      presented against it, such proceeding or petition (A) results in
                      a judgment of insolvency or bankruptcy or the entry of
                      an order for relief or the making of an order for its winding-up or
                      liquidation or (B) is
                      not dismissed, discharged, stayed or restrained in each
                      case within 30 days of the institution
                      or presentation thereof; (5) has
                      a resolution
                      passed for its winding-up, official management or
                      liquidation (other than pursuant to a consolidation,
                      amalgamation or merger); (6) seeks or becomes subject
                      to the appointment of an administrator, provisional liquidator,
                      conservator, receiver,
                      trustee, custodian or other similar official
                      for it or for all or substantially all its assets; (7)
                      has a secured party take possession of all or substantially
                      all its
                      assets or has a distress, execution, attachment,
                      sequestration
                      or other legal process
                      levied, enforced or sued on or against all or
                      substantially all its assets and such secured party
                      maintains possession, or any such process
                      is not dismissed, discharged, stayed or restrained, in each
                      case within 30 days thereafter; (8) causes or is subject to
                      any event with respect to it which, under the applicable
                      laws of any jurisdiction, has an analogous effect to any of the
                      events specified in clauses (1) to (7) (inclusive);
                      or (9) takes any action in
                      furtherance of, or indicating its consent to, approval
                      of, or acquiescence in, any of the foregoing acts;
                      or

                  
	 
	
                    (viii) Merger
                      Without Assumption. The
                      party or any Credit Support Provider of such party
                      consolidates or amalgamates
                      with, or merges with or into,
                      or transfers all or substantially all its assets
                      to, another entity and, at the time of such consolidation,
                      amalgamation, merger or transfer:—

                  
	 
	
                    (1) the
                      resulting, surviving or transferee entity fails
                      to assume all the obligations of such party
                      or such Credit Support Provider under this Agreement or any
                      Credit Support Document to which it or its predecessor
                      was a party by operation of law or pursuant to an agreement
                      reasonably satisfactory to the other party to this Agreement;
                      or

                  
	 
	
                    (2) the
                      benefits of any Credit Support Document fail to extend (without
                      the
                      consent of the other party) to the performance by such
                      resulting, surviving or transferee entity of its
                      obligations under this Agreement.

                  
	 
	
                    (b) Termination
                      Events. The
                      occurrence at any time with respect to a party or, if
                      applicable, any Credit Support Provider of
                      such party or any Specified
                      Entity of such party of any event specified below constitutes
                      an Illegality if the event is specified in (i) below, a Tax
                      Event if the event is specified in (ii) below or a Tax
                      Event Upon Merger if the event is specified in (iii) below, and,
                      if specified to be
                      applicable, a Credit Event


                  


          

          


          
            
              
              

            

            
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                    Upon
                      Merger if the event is specified pursuant to (iv) below
                      or
                      an Additional Termination Event if the event
                      is specified pursuant to (v) below:—

                  
	 
	
                    (i) Illegality.
                      Due
                      to
                      the adoption of, or any change in, any
                      applicable law after the date on which
                      a Transaction is entered into, or due to the promulgation
                      of, or any change in, the interpretation by
                      any court, tribunal or regulatory authority with competent
                      jurisdiction of any applicable law after
                      such date, it becomes unlawful (other than as a result of a
                      breach by the party of Section 4(b)) for
                      such party (which will be the Affected
                      Party):—

                  
	 
	
                    (1) to
                      perform any absolute or contingent obligation to make a payment
                      or delivery or to receive a payment or delivery
                      in respect of such Transaction or to comply with any other
                      material provision of this Agreement relating to such Transaction;
                      or

                  
	 
	
                    (2) to
                      perform, or for any Credit Support
                      Provider of such
                      party to perform, any contingent
                      or other obligation which the party (or such Credit Support
                      Provider) has under any Credit
                      Support Document relating to such
                      Transaction;

                  
	 
	
                    (ii) Tax
                      Event. Due
                      to (x) any action
                      taken by a taxing authority, or brought in a court of competent
                      jurisdiction, on or after the date on which a Transaction
                      is entered into (regardless of whether such
                      action is taken or brought with respect to a party to this
                      Agreement) or (y) a Change in Tax Law,
                      the party (which will be the Affected Party) will, or there is a
                      substantial likelihood that it will, on
                      the next succeeding Scheduled Payment Date (1) be required to
                      pay to the other party an additional amount in respect
                      of an Indemnifiable Tax under Section 2(d)(i)(4) (except
                      in respect of interest under Section 2(e),
                      6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
                      is required to be deducted or withheld for or on
                      account of a Tax (except in respect of interest
                      under Section 2(e), 6(d)(ii) or 6(e)) and no
                      additional amount is required to be paid in respect of
                      such Tax under Section 2(d)(i)(4) (other than by
                      reason of Section 2(d)(i)(4)(A) or (B));

                  
	 
	
                    (iii) Tax
                      Event Upon Merger. The
                      party (the “Burdened Party”) on the next succeeding Scheduled
                      Payment Date will
                      either (1) be required to pay an additional
                      amount in respect of an Indemnifiable Tax under Section
                      2(d)(i)(4) (except in respect of interest under Section 2(e),
                      6(d)(ii)
                      or 6(e)) or (2) receive a
                      payment from which an amount has been deducted or withheld
                      for or
                      on account of any Indemnifiable Tax
                      in respect of which the other
                      party is not required to pay an additional amount
                      (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
                      either case as a result of a party
                      consolidating or amalgamating with, or merging with or into, or
                      transferring all or substantially all its assets to,
                      another entity (which will be the Affected Party) where such
                      action
                      does not constitute an event described in Section
                      5(a)(viii);

                  
	 
	
                    (iv)  Credit
                      Event Upon Merger. If
                      “Credit Event Upon Merger” is specified in the
                      Schedule as applying
                      to the party,
                      such party (“X”), any Credit Support Provider of X or any applicable
                      Specified Entity of X
                      consolidates or amalgamates
                      with, or merges with or into,
                      or transfers all or substantially all its assets
                      to, another entity and such action does
                      not constitute an event described
                      in
                      Section 5(a)(viii) but the creditworthiness of the
                      resulting, surviving or transferee entity is materially
                      weaker than that of X, such Credit Support
                      Provider or such Specified Entity,
                      as
                      the case may be, immediately prior
                      to such action (and, in such event, X or its successor
                      or transferee, as appropriate, will be the Affected Party);
                      or

                  
	 
	
                    (v) Additional
                      Termination Event. If
                      any “Additional Termination Event” is specified in the
                      Schedule or any Confirmation as applying, the occurrence of such
                      event (and, in such event, the Affected Party or
                      Affected Parties shall be as specified for such Additional
                      Termination Event in the Schedule or such
                      Confirmation).

                  
	 
	
                    (c) Event
                      of Default and Illegality. If
                      an event or circumstance which would otherwise constitute or
                      give rise to an Event of Default also constitutes an
                      Illegality, it will be treated as an
                      Illegality and will not
                      constitute an Event of
                      Default.

                  


          

           

          


          
            
              
              

            

            
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                    6. Early
                      Termination

                  
	 
	
                    (a) Right
                      to Terminate Following Event of Default. If
                      at any time an Event of Default with respect to
                      a party (the “Defaulting Party”) has occurred and is then
                      continuing, the other party (the “Non-defaulting
                      Party”) may, by
                      not more than 20 days notice to
                      the Defaulting Party specifying the relevant Event of Default,
                      designate a day not earlier than the day such notice is
                      effective as an Early Termination Date in respect of
                      all outstanding Transactions. If, however, “Automatic Early
                      Termination” is specified in the Schedule as
                      applying to a party, then an Early Termination Date in
                      respect of all outstanding Transactions will occur immediately upon the
                      occurrence with respect to such party of an Event
                      of Default specified in Section 5(a)(vii)(l), (3), (5),
                      (6)
                      or, to the extent analogous thereto, (8), and as of
                      the time immediately preceding the institution of the
                      relevant proceeding or the presentation of the
                      relevant petition upon the occurrence with respect
                      to such party of an Event of Default
                      specified in Section 5(a)(vii)(4) or, to the extent
                      analogous thereto, (8).

                  
	 
	
                    (b) Right
                      to Terminate Following Termination Event.

                  
	 
	
                    (i) Notice.
                      If
                      a Termination Event occurs, an Affected Party will, promptly
                      upon
                      becoming aware of
                      it, notify the other
                      party, specifying the nature of that Termination Event
                      and each Affected Transaction
                      and will also give
                      such other information about
                      that Termination Event as the
                      other party may reasonably
                      require.

                  
	 
	
                    (ii) Transfer
                      to Avoid Termination Event. If
                      either an Illegality under Section 5(b)(i)(l) or a Tax
                      Event occurs and there is only one Affected Party, or if a Tax
                      Event Upon Merger occurs and the Burdened Party is the
                      Affected Party, the Affected Party will, as a condition to
                      its
                      right to designate an Early Termination Date under
                      Section 6(b)(iv), use all reasonable efforts (which
                      will not require such party to incur a loss,
                      excluding
                      immaterial, incidental expenses)
                      to transfer within 20 days after it gives notice under
                      Section 6(b)(i) all its rights and obligations under this
                      Agreement in respect of the Affected Transactions
                      to another of its Offices or Affiliates so that
                      such Termination Event
                      ceases to exist.

                  
	 
	
                    If
                      the Affected Party is not able to make such a transfer it will
                      give notice
                      to the other party to that effect within such
                      20 day period, whereupon the other party may effect such
                      a transfer within
                      30 days after the notice is given under Section
                      6(b)(i).

                  
	 
	
                    Any
                      such transfer by a party under this Section 6(b)(ii) will be
                      subject to
                      and conditional upon the prior written consent of the
                      other party, which consent will not be withheld if
                      such other party's policies in effect at such time
                      would permit it to enter into transactions with
                      the transferee on the
                      terms proposed.

                  
	 
	
                    (iii) Two
                      Affected Parties. If
                      an Illegality under Section 5(b)(i)( 1) or
                      a
                      Tax Event occurs and there are two Affected Parties,
                      each party will use
                      all reasonable efforts to reach agreement within 30 days
                      after notice thereof is given under Section 6(b)(i) on action to
                      avoid that Termination Event.

                  
	 
	
                    (iv) Right to
                      Terminate. If:—

                  
	 
	
                    (1) a
                      transfer under
                      Section 6(b)(ii) or an agreement
                      under Section 6(b)(iii), as the case may
                      be, has not been effected with respect to all Affected
                      Transactions within 30 days after an
                      Affected Party gives notice under Section 6(b)(i);
                      or

                  
	 
	
                    (2) an
                      Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
                      or an Additional Termination Event occurs,
                      or a Tax Event
                      Upon Merger occurs and the Burdened Party is not
                      the Affected Party, either
                      party in the case of an Illegality, the
                      Burdened Party in the
                      case of a Tax Event Upon Merger,
                      any Affected Party in the case of a Tax Event or an Additional
                      Termination Event if there is more
                      than one Affected Party, or the party which is not the Affected
                      Party in the case of a Credit Event
                      Upon Merger or an Additional Termination Event if there is only
                      one Affected Party may, by not more than 20 days
                      notice to
                      the other party and provided that the relevant
                      Termination Event is then continuing,
                      designate a day not earlier than the day such notice is effective
                      as
                      an Early Termination Date in respect of all Affected
                      Transactions.

                  
	 


          

          



          
            
              
              

            

            
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                    (c) Effect
                      of Designation.

                  
	
                    (i) If
                      notice designating an Early Termination Date is given under
                      Section 6(a)
                      or (b), the Early Termination Date will occur on the
                      date so designated, whether or not the
                      relevant Event of Default or Termination Event is
                      then continuing.

                  
	 
	
                    (ii) Upon
                      the occurrence or effective designation of an Early
                      Termination Date, no further
                      payments or deliveries under Section 2(a)(i) or 2(e) in respect
                      of the Terminated Transactions will be required to
                      be made, but without prejudice to the
                      other provisions of this Agreement. The amount,
                      if any, payable in
                      respect of an Early Termination Date shall
                      be
                      determined pursuant to Section 6(e).

                  
	 
	
                    (d) Calculations.

                  
	 
	
                    (i) Statement.
                      On
                      or as soon as reasonably practicable following the
                      occurrence of an Early
                      Termination Date, each
                      party will make the calculations on its
                      part, if any, contemplated by Section 6(e)
                      and will provide to the other party a statement (1) showing, in
                      reasonable detail, such calculations (including all relevant
                      quotations and specifying any amount
                      payable under Section 6(e)) and (2) giving
                      details of the
                      relevant account to which any
                      amount payable to it is to be paid. In the
                      absence of written confirmation from the
                      source of a quotation obtained in determining a Market
                      Quotation, the records of
                      the party obtaining such quotation will be conclusive
                      evidence of the existence and accuracy of such
                      quotation.

                  
	 
	
                    (ii) Payment
                      Date. An
                      amount calculated as being due in respect of any
                      Early Termination Date under Section 6(e) will
                      be payable on the day that notice of the amount payable
                      is effective (in the case of an Early
                      Termination Date which is designated or occurs as a result
                      of
                      an Event of Default) and on the day
                      which is two Local Business Days after the day on
                      which notice of the amount payable is effective (in
                      the
                      case of an Early Termination Date which
                      is
                      designated as a result of a Termination
                      Event). Such amount will be paid together with (to the extent
                      permitted under applicable law)
                      interest thereon (before as well
                      as after judgment) in the Termination Currency, from (and including)
                      the relevant Early Termination Date to (but excluding) the date
                      such amount is paid, at the Applicable Rate. Such
                      interest will be calculated on the basis of daily
                      compounding and the actual
                      number of days elapsed.

                  
	 
	
                    (e) Payments
                      on Early Termination. If
                      an Early Termination Date
                      occurs, the following provisions shall apply based
                      on the parties' election in the Schedule of a payment measure,
                      either “Market Quotation” or “Loss”, and a
                      payment method, either the “First Method” or the “Second Method”. If the
                      parties fail to designate a payment
                      measure or payment method in the Schedule, it will be
                      deemed that “Market Quotation”
                      or the “Second Method”, as
                      the case may be, shall apply. The amount,
                      if any, payable in respect of an Early
                      Termination Date and determined pursuant to this Section will be
                      subject to any Set-off.

                  
	 
	
                    (i) Events
                      of Default. If
                      the Early Termination Date results from an Event of
                      Default:—

                  
	 
	
                    (1) First
                      Method and Market Quotation.
                      If
                      the First Method and Market Quotation apply, the
                      Defaulting Party will
                      pay to the Non-defaulting Party the excess, if a positive
                      number, of (A) the
                      sum of the Settlement Amount (determined by the
                      Non-defaulting Party) in respect of the Terminated Transactions and
                      the Termination Currency Equivalent of the Unpaid Amounts owing
                      to the Non-defaulting Party over (B) the Termination Currency
                      Equivalent of the Unpaid Amounts owing to the
                      Defaulting Party.

                  
	 
	
                    (2) First
                      Method and Loss. If
                      the First Method and Loss apply, the
                      Defaulting Party will pay
                      to the Non-defaulting Party, if a positive number, the
                      Non-defaulting Party's Loss in respect
                      of this Agreement.

                  
	 
	
                    (3) Second
                      Method and Market Quotation. If
                      the Second Method and Market Quotation apply,
                      an amount will be payable equal to (A) the sum of the Settlement
                      Amount (determined by
                      the Non-defaulting
                      Party) in
                      respect of the Terminated Transactions and
                      the Termination Currency
                      Equivalent of the
                      Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
                      Currency Equivalent of the Unpaid Amounts owing to the
                      Defaulting Party. If that amount is a positive number, the
                      Defaulting Party will pay it to the Non-defaulting Party; if
                      it is a negative
                      number, the Non-defaulting
                      Party will pay the absolute value of that amount to the Defaulting
                      Party.

                  


          


          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          


          


          
            	
                     

                  
	
                    (4) Second
                      Method and Loss.
                      If
                      the Second Method and Loss apply, an
                      amount will be payable
                      equal to the Non-defaulting Party's Loss in respect of this
                      Agreement. If that amount is a
                      positive number, the
                      Defaulting Party will pay it to the Non-defaulting Party;
                      if it is a negative number, the Non-defaulting
                      Party will pay the absolute value of that amount
                      to the Defaulting Party.

                  
	 
	
                    (ii) Termination
                      Events. If
                      the Early Termination Date results from a Termination
                      Event:—

                  
	 
	
                    (1) One
                      Affected Party.
                      If
                      there is one Affected Party, the amount payable will be determined
                      in accordance with Section
                      6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
                      applies, except that,
                      in either case, references to the Defaulting Party and
                      to the Non-defaulting Party will be deemed to be
                      references to the Affected Party and the party
                      which is not the Affected Party, respectively,
                      and, if Loss applies and fewer than all the Transactions are being
                      terminated, Loss shall be calculated in respect of all
                      Terminated Transactions.

                  
	 
	
                    (2) Two
                      Affected Parties. If
                      there are two Affected Parties:—

                  
	 
	
                    (A) if
                      Market Quotation applies, each party will determine
                      a Settlement Amount in respect of the Terminated
                      Transactions, and an amount will be payable
                      equal to (I) the sum of (a) one-half of the
                      difference between the Settlement Amount of the party with
                      the higher Settlement Amount (“X”) and the Settlement
                      Amount of the party with the
                      lower Settlement Amount (“Y”) and (b) the Termination
                      Currency Equivalent of the Unpaid Amounts owing
                      to X less (II) the Termination Currency Equivalent of the Unpaid
                      Amounts owing to Y; and

                  
	 
	
                    (B) if
                      Loss applies, each party will determine its
                      Loss in respect of this Agreement (or,
                      if fewer than all the Transactions are being terminated, in
                      respect of all Terminated Transactions) and an
                      amount will be payable equal to one-half
                      of
                      the difference between the Loss of
                      the party with the higher Loss (“X”) and
                      the Loss of the party with the lower
                      Loss (“Y”).

                  
	 
	
                    If
                      the amount payable is a positive number, Y will pay it to X;
                      if it is
                      a negative number, X will pay the absolute
                      value of that amount to Y.

                  
	 
	
                    (iii) Adjustment
                      for Bankruptcy. In
                      circumstances where an Early Termination Date occurs
                      because “Automatic Early Termination” applies in respect of a
                      party, the amount determined under
                      this Section 6(e) will be subject to such adjustments as
                      are appropriate and permitted by law to
                      reflect any payments or
                      deliveries made by one
                      party to the other under this Agreement (and retained
                      by such other party) during the period from the relevant
                      Early Termination Date to the date for
                      payment determined under Section 6(d)(ii).

                  
	 
	
                    (iv) Pre-Estimate.
                      The
                      parties
                      agree that if Market Quotation
                      applies an amount recoverable under
                      this Section 6(e) is a reasonable pre-estimate of loss and
                      not a penalty. Such amount is payable for
                      the loss of bargain and the loss of protection against
                      future risks and except as otherwise provided
                      in this Agreement neither party will be entitled to recover
                      any additional damages as a consequence
                      of such losses.

                  


          


          
            
              
              

            

            
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                    7. Transfer

                  
	 
	
                    Subject
                      to Section 6(b)(ii), neither this Agreement nor any interest
                      or obligation
                      in or under this Agreement
                      may be transferred (whether
                      by way of security or otherwise) by either party without
                      the prior written consent
                      of the other party, except that: —

                  
	 
	
                    (a) a
                      party may make such a transfer of this Agreement pursuant to
                      a consolidation or amalgamation
                      with, or merger with or into, or transfer of all or
                      substantially all its assets to,
                      another entity (but without
                      prejudice to any other right or remedy under this
                      Agreement); and

                  
	 
	
                    (b) a
                      party may make such a transfer of all or any part of its interest
                      in
                      any amount payable to it from
                      a Defaulting Party under Section 6(e).

                  
	 
	
                    Any
                      purported transfer that is not in compliance with this Section
                      will be
                      void.

                  
	 
	
                    8. Contractual
                      Currency

                  
	 
	
                    (a) Payment
                      in the Contractual Currency. Each
                      payment under this Agreement will be made in the
                      relevant currency specified
                      in this Agreement for that payment (the “Contractual Currency”). To the extent
                      permitted by applicable law, any obligation to make payments
                      under this Agreement in the Contractual
                      Currency will not be discharged or satisfied by any tender in
                      any currency other than the Contractual
                      Currency, except to the
                      extent such tender results in the actual receipt
                      by
                      the party to which payment is owed,
                      acting in a reasonable manner and
                      in good faith in converting the currency
                      so
                      tendered into the Contractual Currency, of the full amount
                      in the Contractual Currency of all amounts
                      payable in respect of this Agreement.
                      If for any reason the amount in the Contractual Currency so
                      received falls short of the amount in the
                      Contractual Currency payable
                      in respect of this Agreement, the party required
                      to
                      make the payment will, to the extent permitted by
                      applicable law, immediately pay such additional amount
                      in the Contractual Currency
                      as may be necessary to
                      compensate for the shortfall. If for any reason
                      the amount in the Contractual Currency
                      so received exceeds the amount
                      in the Contractual Currency payable
                      in
                      respect of this Agreement, the party
                      receiving the payment will refund promptly the amount of such
                      excess.

                  
	 
	
                    (b) Judgments.
                      To
                      the extent permitted by applicable law, if any judgment or
                      order expressed in a currency other than the
                      Contractual Currency is rendered (i) for the payment
                      of
                      any amount owing in respect
                      of this Agreement, (ii) for the payment of any
                      amount relating to any early
                      termination in respect of this
                      Agreement or (iii) in respect
                      of a judgment or order of another court for the
                      payment of any amount described
                      in (i) or (ii) above, the party seeking recovery, after
                      recovery in full of the aggregate amount to which such
                      party is entitled pursuant to the judgment or order, will
                      be entitled to receive immediately from the other
                      party the amount of any shortfall of the Contractual
                      Currency received by such party as a consequence of
                      sums paid in such other currency and will refund promptly
                      to the other party any excess of the Contractual
                      Currency received by such party as a consequence of sums paid in
                      such other currency if such shortfall or
                      such excess arises or results from any variation between the
                      rate of exchange at which the Contractual
                      Currency is converted into the
                      currency of the judgment or order for
                      the purposes of such judgment or order
                      and the rate of exchange at which such party is able,
                      acting in a reasonable manner and in good faith in
                      converting the currency received
                      into the Contractual Currency, to purchase
                      the Contractual Currency with
                      the amount of the currency of the judgment or order
                      actually received by such party. The term “rate of
                      exchange” includes, without
                      limitation, any premiums and costs
                      of
                      exchange payable in connection with the
                      purchase of or conversion into the Contractual
                      Currency.

                  
	 
	
                    (c) Separate
                      Indemnities. To
                      the extent permitted by applicable law,
                      these indemnities constitute separate and independent
                      obligations from the other obligations in this Agreement,
                      will be enforceable as separate and independent
                      causes of action, will apply notwithstanding any indulgence
                      granted by the party to which any payment is
                      owed and will not be affected by judgment being obtained or
                      claim or proof being made for any other sums
                      payable in respect of this Agreement.

                  
	 
	
                    (d) Evidence
                      of Loss. For
                      the purpose of this Section 8, it will be sufficient for
                      a party to demonstrate that it would have
                      suffered a loss had an actual exchange or purchase been
                      made.

                  


          


          
            
              
              

            

            
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                    9. Miscellaneous

                  
	 
	
                    (a) Entire
                      Agreement. This
                      Agreement constitutes the entire agreement and understanding of the parties
                      with respect to its subject matter and supersedes all oral
                      communication and prior writings with respect
                      thereto.

                  
	 
	
                    (b) Amendments.
                      No
                      amendment, modification or waiver in respect of this
                      Agreement will be effective unless in writing
                      (including a writing evidenced by a facsimile transmission)
                      and executed
                      by each of the parties or confirmed by an
                      exchange of telexes or electronic messages on an electronic
                      messaging
                      system.

                  
	 
	
                    (c) Survival
                      of Obligations. Without
                      prejudice to Sections 2(a)(iii) and 6(c)(ii),
                      the obligations of the parties under this
                      Agreement will survive the termination of any
                      Transaction.

                  
	 
	
                    (d) Remedies
                      Cumulative. Except
                      as provided in this Agreement, the
                      rights, powers, remedies and
                      privileges provided in this Agreement are cumulative and not
                      exclusive of any rights, powers, remedies
                      and privileges provided by law.

                  
	 
	
                    (e) Counterparts
                      and Confirmations.

                  
	 
	
                    (i) This
                      Agreement (and each amendment, modification and waiver in respect
                      of it) may be executed and delivered in
                      counterparts (including by facsimile transmission), each
                      of which will be
                      deemed an original.

                  
	 
	
                    (ii) The
                      parties intend that they are legally
                      bound by the terms of each Transaction
                      from the moment they agree to those terms
                      (whether orally or otherwise).
                      A Confirmation shall be entered into as
                      soon as practicable and may be executed and delivered in
                      counterparts (including by facsimile
                      transmission) or be created by an exchange of telexes or by an
                      exchange of electronic messages on an electronic messaging system,
                      which in
                      each case will be sufficient
                      for all purposes to evidence a binding supplement to
                      this Agreement. The parties will specify therein or
                      through another effective
                      means that any such counterpart, telex or electronic
                      message constitutes a
                      Confirmation.

                  
	 
	
                    (f) No
                      Waiver of Rights.
                      A
                      failure
                      or delay in exercising any right,
                      power or privilege in respect of this
                      Agreement will not
                      be presumed to operate
                      as
                      a waiver, and a single or partial exercise
                      of any right, power or privilege will not be
                      presumed to preclude any subsequent or further exercise, of
                      that
                      right, power or privilege or the exercise of any other
                      right, power or privilege.

                  
	 
	
                    (g) Headings.
                      The
                      headings used in this Agreement are for convenience of reference
                      only and are not to affect the construction
                      of or to be taken into consideration in interpreting this
                      Agreement.

                  
	 
	
                    10. Offices;
                      Multibranch Parties

                  
	 
	
                    (a) If
                      Section 10(a) is specified in the Schedule as applying, each
                      party that
                      enters into a Transaction through an Office other
                      than its head or home office represents to the other party
                      that, notwithstanding the place of booking office
                      or jurisdiction
                      of incorporation or organisation
                      of
                      such party, the obligations of such party are the same
                      as if it had entered into the Transaction through its head
                      or
                      home office. This representation
                      will be deemed to be repeated by such party on each date on
                      which a Transaction is entered
                      into.

                  
	 
	
                    (b) Neither
                      party may change the Office through which it makes and
                      receives payments or deliveries
                      for the purpose of a Transaction without the prior written
                      consent of the other party.

                  
	 
	
                    (c) If
                      a party is specified as a Multibranch Party in the Schedule,
                      such
                      Multibranch Party may make
                      and receive payments or deliveries under
                      any Transaction through any Office listed
                      in
                      the Schedule, and the
                      Office through which it makes and receives payments or
                      deliveries with respect to a Transaction will be
                      specified in the relevant Confirmation.

                  
	 
	
                    11. Expenses

                  
	 
	
                    A
                      Defaulting Party will, on demand, indemnify and hold harmless
                      the other
                      party for and against all
                      reasonable out-of-pocket expenses, including legal fees and
                      Stamp Tax, incurred by such other party by
                      reason of the enforcement
                      and protection of its rights under this Agreement or
                      any Credit Support Document to which the Defaulting
                      Party is a party or by reason of the early
                      termination of any Transaction, including,
                      but not limited to, costs of
                      collection.

                  


          


          
            
              
              

            

            
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                    12. Notices

                  
	 
	
                    (a) Effectiveness. Any
                      notice or other
                      communication in respect of this Agreement
                      may be given in any manner set forth below
                      (except that a notice or other communication
                      under Section 5 or 6 may not be given
                      by facsimile transmission or electronic messaging system) to the
                      address or number or in accordance with
                      the electronic messaging system details provided (see the
                      Schedule) and will be deemed effective as
                      indicated:—

                  
	 
	
                    (i) if
                      in writing and delivered in person or by courier, on the date
                      it is
                      delivered;

                  
	 
	
                    (ii) if
                      sent by telex, on the date the recipient's answerback is
                      received;

                  
	 
	
                    (iii) if
                      sent by facsimile transmission, on the date that transmission
                      is
                      received by a responsible employee of  the
                      recipient in legible form (it being agreed that the burden
                      of
                      proving receipt will be on the sender and
                      will not be met by a transmission report generated by
                      the sender's facsimile machine);

                  
	 
	
                    (iv) if
                      sent by certified or registered mail (airmail, if overseas)
                      or
                      the equivalent (return receipt
                      requested), on the date that mail is delivered or its
                      delivery is attempted; or

                  
	 
	
                    (v) if
                      sent by electronic messaging system, on the date that electronic
                      message
                      is received, unless
                      the
                      date of that delivery (or attempted delivery) or that receipt,
                      as
                      applicable, is not a Local Business
                      Day or that communication
                      is delivered (or attempted)
                      or
                      received, as applicable, after the close of business
                      on a Local Business Day,
                      in which case that communication
                      shall be deemed given and effective on the first
                      following day that is a Local Business
                      Day.

                  
	 
	
                    (b) Change
                      of Addresses.
                      Either
                      party may by notice to the other change the
                      address, telex or facsimile
                      number or electronic messaging
                      system details at which notices
                      or
                      other communications are to be given to it.

                  
	
                     

                  
	
                    13. Governing
                      Law and Jurisdiction

                  
	 
	
                    (a) Governing
                      Law. This
                      Agreement will be governed by and construed
                      in accordance with the law
                      specified in the Schedule.

                  
	 
	
                    (b) Jurisdiction.
                      With
                      respect to any suit, action or
                      proceedings relating to this Agreement
                      (“Proceedings”), each party irrevocably:—

                  
	 
	
                    (i) submits
                      to the jurisdiction
                      of the English courts, if this Agreement
                      is expressed to be governed
                      by English law, or to the non-exclusive jurisdiction of the
                      courts of the State of New York and the
                      United States District Court located in the Borough of Manhattan
                      in New York City, if this
                      Agreement is expressed to be governed by the laws of the
                      State of New York; and

                  
	 
	
                    (ii) waives
                      any objection which it may have at any time to the laying
                      of venue of any Proceedings
                      brought in any such court, waives any claim that such
                      Proceedings have been brought in an
                      inconvenient forum and further waives the right to object,
                      with respect to such Proceedings, that
                      such court does not have any jurisdiction over such
                      party.

                  
	 
	
                    Nothing
                      in this Agreement precludes either party from bringing Proceedings
                      in any other jurisdiction
                      (outside, if this Agreement is expressed to be
                      governed by English law, the Contracting States, as defined
                      in Section 1(3) of
                      the Civil Jurisdiction and Judgments Act 1982 or
                      any modification, extension or
                      reenactment thereof for the time being in force) nor will
                      the bringing of Proceedings in any one or more
                      jurisdictions preclude the bringing of Proceedings in any
                      other jurisdiction.

                  
	 
	
                    (c) Service
                      of Process. Each
                      party
                      irrevocably appoints the Process Agent
                      (if any) specified opposite
                      its name in the Schedule
                      to receive, for it and on its behalf, service of process
                      in
                      any Proceedings. If for any reason
                      any party's Process Agent is unable to act as such, such party
                      will
                      promptly notify the other party
                      and within 30 days appoint a substitute process agent
                      acceptable to the other party. The parties irrevocably
                      consent to service of process given in the manner provided
                      for notices in Section 12. Nothing in this
                      Agreement will affect the right of either party to serve
                      process in any other manner permitted by
                      law.

                  


          


          
            
              
              

            

            
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                    (d) Waiver
                      of Immunities. Each
                      party irrevocably waives, to the fullest
                      extent permitted by applicable
                      law, with respect to itself
                      and its
                      revenues and assets (irrespective of their use or
                      intended use), all immunity
                      on the grounds of sovereignty
                      or other similar grounds from
                      (i) suit, (ii) jurisdiction of any court, (iii) relief
                      by way of injunction, order
                      for specific performance or for recovery of property,
                      (iv) attachment of its assets
                      (whether before or after judgment) and (v) execution or
                      enforcement of any judgment to which it or its
                      revenues or assets might otherwise be entitled in any
                      Proceedings in the courts of any jurisdiction and
                      irrevocably agrees, to the extent permitted
                      by applicable law, that it will
                      not claim any such immunity in any
                      Proceedings.

                  
	 
	
                    14. Definitions

                  
	 
	
                    As
                      used in this Agreement:—

                  
	 
	
                    “Additional
                      Termination Event” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Affected
                      Party” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Affected
                      Transactions” means
                      (a) with respect to any Termination Event
                      consisting of an Illegality, Tax
                      Event or Tax Event Upon Merger, all Transactions
                      affected by the occurrence of such Termination Event
                      and (b) with respect to any other Termination Event,
                      all Transactions.

                  
	 
	
                    “Affiliate”
                      means,
                      subject to the Schedule, in relation to any person, any
                      entity controlled, directly or
                      indirectly, by the person, any entity that controls,
                      directly or indirectly, the person or
                      any entity directly or indirectly under common
                      control with the person. For this
                      purpose, “control” of any entity or person means
                      ownership of a majority of the voting power of the entity
                      or person.

                  
	 
	
                    “Applicable
                      Rate” means:—

                  
	 
	
                    (a) in
                      respect of obligations payable or deliverable (or which would
                      have been
                      but for Section 2(a)(iii))
                      by a Defaulting Party, the Default
                      Rate;

                  
	 
	
                    (b) in
                      respect of an obligation
                      to pay an amount under Section 6(e) of
                      either party from and after the date
                      (determined in accordance with Section 6(d)(ii)) on which
                      that amount is payable, the Default Rate;

                  
	 
	
                    (c) in
                      respect of
                      all other obligations payable or deliverable
                      (or which would have been but for
                      Section 2(a)(iii)) by a Non-defaulting Party, the
                      Non-default Rate; and

                  
	 
	
                    (d) in
                      all other cases, the Termination Rate.

                  
	 
	
                    “Burdened
                      Party” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Change
                      in Tax Law” means
                      the enactment,
                      promulgation, execution or ratification of,
                      or any change in or
                      amendment to, any law (or
                      in the application or official interpretation
                      of
                      any law) that occurs on or after the
                      date on which the relevant Transaction is entered
                      into.

                  
	 
	
                    “consent”
                      includes
                      a consent, approval, action, authorisation, exemption,
                      notice, filing, registration or
                      exchange control consent.

                  
	 
	
                    “Credit
                      Event Upon Merger” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Credit
                      Support Document” means
                      any
                      agreement or instrument that is specified as such
                      in
                      this Agreement.

                  
	 
	
                    “Credit
                      Support Provider” has
                      the meaning specified in the Schedule.

                  
	 
	
                    “Default
                      Rate” means
                      a rate per annum equal to the cost (without proof or evidence
                      of
                      any actual cost) to the relevant payee (as
                      certified by it) if it were to fund or of funding the relevant
                      amount plus
                      1% per
                      annum.

                  


          


          
            
              
              

            

            
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                    “Defaulting
                      Party” has
                      the meaning specified in Section 6(a).

                  
	 
	
                    “Early
                      Termination Date” means
                      the date determined in accordance with Section 6(a) or
                      6(b)(iv).

                  
	 
	
                    “Event
                      of Default” has
                      the meaning specified in Section 5(a) and,
                      if applicable, in the Schedule.

                  
	 
	
                    “Illegality”
                      has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Indemnifiable
                      Tax” means
                      any Tax other than a Tax that would not be imposed
                      in respect of a payment
                      under this Agreement but for a present or former connection
                      between the jurisdiction of the government or
                      taxation authority imposing
                      such Tax and the recipient of such payment or a person
                      related to such recipient
                      (including, without limitation, a connection arising from such
                      recipient or related person being or having
                      been a citizen or resident of such jurisdiction, or
                      being or having been organised,
                      present or engaged in a
                      trade or business in such jurisdiction, or having or having
                      had a permanent establishment or fixed place of
                      business in such jurisdiction,
                      but excluding a connection arising solely from such
                      recipient or related person
                      having executed, delivered, performed its obligations or
                      received a payment under, or enforced, this
                      Agreement or a Credit Support Document).

                  
	 
	
                    “law” includes
                      any treaty, law, rule
                      or regulation (as modified, in the case of tax matters,
                      by the practice of
                      any relevant governmental revenue authority) and
                      “lawful”
                      and
                      “unlawful”
                      will
                      be construed
                      accordingly.

                  
	 
	
                    “Local
                      Business Day” means,
                      subject to the Schedule, a day on which commercial
                      banks are open for business (including dealings
                      in foreign exchange and foreign currency deposits) (a)
                      in relation to any
                      obligation under Section 2(a)(i), in
                      the place(s) specified in the relevant Confirmation
                      or, if not so specified,
                      as otherwise agreed by
                      the parties in writing or determined pursuant
                      to
                      provisions contained, or incorporated
                      by reference, in this Agreement, (b) in relation
                      to any other payment, in the place where the relevant account
                      is located and, if different, in the principal
                      financial centre, if any, of the currency of
                      such payment, (c) in relation to any notice
                      or other communication, including notice contemplated under
                      Section 5(a)(i), in the
                      city specified in the address for notice provided by
                      the recipient and, in the case of a notice contemplated
                      by Section 2(b), in the place where the relevant
                      new account is to
                      be located and (d) in relation to
                      Section 5(a)(v)(2), in the
                      relevant locations for performance with respect to such Specified
                      Transaction.

                  
	 
	
                    “Loss”
                      means,
                      with respect to this Agreement or one or more Terminated Transactions,
                      as
                      the case may be, and
                      a party, the Termination Currency Equivalent of an amount
                      that party reasonably determines in good faith to be
                      its total losses and
                      costs (or
                      gain, in which case expressed
                      as
                      a negative number) in connection with this Agreement
                      or that Terminated Transaction
                      or group of Terminated Transactions, as the case may
                      be, including any loss of
                      bargain, cost of funding or, at the election of such
                      party but without duplication, loss or
                      cost incurred as a result
                      of its terminating, liquidating, obtaining or
                      reestablishing any hedge or related
                      trading position (or any gain
                      resulting from any of them). Loss includes losses and
                      costs
                      (or gains) in respect of any payment or delivery
                      required to have been made
                      (assuming satisfaction of each applicable
                      condition precedent) on or before the relevant Early Termination Date
                      and not made, except, so as to avoid duplication, if
                      Section 6(e)(i)(1) or (3) or
                      6(e)(ii)(2)(A) applies. Loss
                      does not include a party's legal fees and out-of-pocket expenses referred to under
                      Section
                      11. A party will determine its Loss as of the relevant
                      Early Termination Date, or, if that is not reasonably
                      practicable, as of the earliest date thereafter as is
                      reasonably practicable. A party may (but need not) determine
                      its Loss by reference to
                      quotations of relevant rates or prices from
                      one or more leading dealers in the relevant
                      markets.

                  
	 
	
                    “Market
                      Quotation” means,
                      with respect to one or more Terminated Transactions and
                      a party making the
                      determination, an amount determined on the basis of
                      quotations from Reference Market-makers. Each
                      quotation will be for an amount, if any, that would be paid
                      to such party (expressed as a negative number)
                      or by such party (expressed
                      as a positive number) in consideration of an
                      agreement between such party (taking
                      into account any existing Credit Support Document with
                      respect to the obligations of such party) and the
                      quoting Reference Market-maker to enter into a transaction (the
                      “Replacement Transaction”) that would
                      have the effect of preserving for such party the
                      economic equivalent of any payment or delivery (whether
                      the underlying obligation was absolute or contingent and
                      assuming the satisfaction of each applicable
                      condition precedent) by the
                      parties under Section 2(a)(i) in respect of such
                      Terminated Transaction or group
                      of Terminated Transactions that
                      would, but for the occurrence of the relevant
                      Early Termination Date, have been
                      required after that date. For
                      this purpose, Unpaid Amounts in respect of the Terminated Transaction or
                      group of Terminated Transactions are to be excluded but,
                      without limitation, any payment or delivery that
                      would, but for the relevant Early Termination Date, have
                      been required (assuming satisfaction of each
                      applicable condition precedent) after that Early Termination
                      Date is to be included. The Replacement
                      Transaction would be subject
                      to such documentation as such party and the Reference Market-maker may, in
                      good faith, agree. The
                      party making the determination (or its
                      agent) will request each Reference
                      Market maker to provide its quotation to the extent
                      reasonably practicable as of the same day and time
                      (without regard to different time zones) on or as soon as
                      reasonably practicable after the relevant Early
                      Termination Date. The day and
                      time as of which those quotations are to be obtained
                      will be selected in good
                      faith by the party obliged to
                      make a determination under Section 6(e), and,
                      if each party is so obliged, after
                      consultation with the other. If more than three quotations
                      are provided, the Market Quotation will be the
                      arithmetic mean of the quotations, without
                      regard to the quotations having the highest
                      and lowest values. If
                      exactly three such quotations are provided, the Market
                      Quotation will be the quotation remaining after
                      disregarding the highest and lowest quotations. For this
                      purpose, if more than one quotation has the same
                      highest value or lowest
                      value, then one of such quotations shall be disregarded.
                      If fewer than three quotations are provided, it will
                      be deemed that the Market Quotation in respect
                      of
                      such Terminated Transaction or group
                      of Terminated Transactions cannot be
                      determined.

                  


          


          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

          
 

          
            	
                     

                  
	
                    “Non-default
                      Rate” means
                      a rate
                      per annum equal to the cost (without proof or evidence of any actual cost)
                      to the Non-defaulting Party (as certified by it) if it were
                      to fund the relevant amount.

                  
	 
	
                    “Non-defaulting
                      Party” has
                      the meaning specified in Section 6(a).

                  
	 
	
                    “Office”
                      means
                      a branch or office of a party, which may be such party's head
                      or home
                      office.

                  
	 
	
                    “Potential
                      Event of Default” means
                      any
                      event which, with the giving of notice or
                      the lapse of time or both,
                      would constitute an Event of Default.

                  
	 
	
                    “Reference
                      Market-makers” means
                      four leading dealers in the relevant
                      market selected by the party
                      determining a Market Quotation in good faith (a) from among
                      dealers of the highest credit standing which
                      satisfy all the criteria that such party applies generally
                      at the time in deciding whether to offer or to make
                      an extension of credit and
                      (b) to the extent practicable, from among such dealers
                      having an office in the same city.

                  
	 
	
                    “Relevant
                      Jurisdiction” means,
                      with respect to a party, the jurisdictions (a) in
                      which the party is incorporated, organised, managed
                      and controlled or considered to have
                      its seat, (b) where an Office through
                      which the party is acting for purposes of this Agreement is
                      located, (c) in which the party executes this
                      Agreement and (d) in relation to any payment, from or
                      through which such payment is
                      made.

                  
	 
	
                    “Scheduled
                      Payment Date” means
                      a date on which a payment or delivery is to be
                      made under Section 2(a)(i)
                      with respect to a Transaction.

                  
	 
	
                    “Set-off”
                      means
                      set-off, offset, combination of accounts, right of retention
                      or
                      withholding or similar right
                      or requirement to which
                      the payer of an amount
                      under Section 6 is entitled
                      or
                      subject (whether arising under
                      this Agreement, another contract, applicable law or
                      otherwise) that is exercised by, or imposed on, such
                      payer.

                  
	 
	
                    “Settlement
                      Amount” means,
                      with respect to a party and any Early Termination Date, the
                      sum
                      of:—

                  
	 
	
                    (a) the
                      Termination Currency
                      Equivalent of the Market Quotations (whether
                      positive or negative) for each
                      Terminated Transaction or group
                      of Terminated Transactions for which
                      a
                      Market Quotation is determined; 

                  
	 
	
                    and

                  
	 
	
                    (b) such
                      party's Loss (whether positive or negative and without reference
                      to any Unpaid Amounts) for
                      each Terminated Transaction or
                      group of Terminated Transactions for which a Market Quotation cannot be
                      determined or would not (in the reasonable belief of the
                      party making the determination) produce a
                      commercially reasonable result.

                  
	 
	
                    “Specified
                      Entity” has
                      the meaning specified in the
                      Schedule.

                  


          


          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          


          


          
            	
                    “Specified
                      Indebtedness” means,
                      subject to the Schedule, any obligation
                      (whether present or future,
                      contingent or otherwise, as principal or surety or
                      otherwise) in respect of borrowed money.

                  
	 
	
                    “Specified
                      Transaction” means,
                      subject
                      to the Schedule, (a) any transaction (including
                      an agreement with respect
                      thereto) now existing or hereafter
                      entered into between one party to this
                      Agreement (or any Credit Support Provider of such party or any
                      applicable Specified Entity of such party) and the other
                      party to this Agreement (or
                      any Credit Support Provider of
                      such
                      other party or
                      any applicable Specified Entity of
                      such other party) which is
                      a rate swap transaction, basis swap, forward rate
                      transaction, commodity
                      swap, commodity option, equity or
                      equity index swap, equity or equity index option, bond
                      option, interest rate option, foreign exchange transaction,
                      cap transaction, floor transaction, collar
                      transaction, currency swap
                      transaction, cross-currency rate swap
                      transaction, currency option or any other similar
                      transaction (including any option
                      with respect to any of these
                      transactions), (b) any combination of these
                      transactions and (c) any other
                      transaction identified as a Specified
                      Transaction in  this Agreement or the
                      relevant
                      confirmation.

                  
	 
	
                    “Stamp
                      Tax” means
                      any stamp, registration, documentation or similar tax.

                  
	 
	
                    “Tax”
                      means
                      any present
                      or future tax, levy, impost, duty, charge,
                      assessment or fee of any nature (including
                      interest, penalties and additions thereto) that is imposed
                      by any government or other taxing authority in
                      respect of any payment under this Agreement
                      other than a stamp, registration, documentation
                      or
                      similar tax.

                  
	 
	
                    “Tax
                      Event” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Tax
                      Event Upon Merger” has
                      the meaning specified in Section 5(b).

                  
	 
	
                    “Terminated
                      Transactions” means
                      with respect to any Early Termination Date
                      (a) if resulting from a Termination Event, all Affected Transactions
                      and (b) if resulting from
                      an
                      Event of Default, all Transactions
                      (in either case) in effect immediately
                      before the effectiveness of the notice designating that Early Termination
                      Date (or, if “Automatic Early Termination”
                      applies, immediately before that Early Termination
                      Date).

                  
	 
	
                    “Termination
                      Currency” has
                      the meaning specified in the Schedule.

                  
	 
	
                    “Termination
                      Currency Equivalent” means,
                      in respect of any
                      amount denominated in the Termination
                      Currency, such Termination Currency
                      amount and, in respect of any amount denominated in a currency other
                      than the Termination Currency
                      (the “Other Currency”), the amount in
                      the Termination Currency determined
                      by the party making the relevant determination as
                      being required to purchase such amount of such Other
                      Currency as at the relevant Early
                      Termination Date, or, if the relevant Market Quotation or Loss (as the case
                      may be), is determined as of a
                      later date, that later date, with the
                      Termination Currency at the rate equal to
                      the spot exchange rate of the foreign exchange agent
                      (selected as provided below) for the purchase of such
                      Other Currency with the Termination Currency at or about 11:00
                      a.m. (in the city in which such foreign
                      exchange agent is located) on such date as would be
                      customary for the determination of such a rate for the
                      purchase of such Other Currency for value on the
                      relevant Early Termination Date
                      or that later date. The
                      foreign exchange agent will, if only one party is obliged
                      to make a determination under Section 6(e), be
                      selected in good faith by that party and
                      otherwise will be agreed by the parties.

                  
	 
	
                    “Termination
                      Event” means
                      an Illegality, a Tax Event or a Tax Event Upon Merger or,
                      if specified to be
                      applicable, a Credit Event Upon Merger or an Additional
                      Termination Event.

                  
	 
	
                    “Termination
                      Rate” means
                      a rate per annum equal to the arithmetic mean of
                      the cost (without proof or
                      evidence of any actual cost) to each party (as
                      certified by such party) if it were to
                      fund or of funding such amounts.

                  
	 
	
                    “Unpaid
                      Amounts” owing
                      to any
                      party means, with respect to an Early Termination
                      Date, the aggregate of
                      (a) in respect of all Terminated
                      Transactions, the amounts
                      that became payable (or that would have become
                      payable but for Section 2(a)(iii)) to such party under
                      Section 2(a)(i) on or prior to such Early Termination
                      Date and which remain unpaid as at such Early
                      Termination Date and (b) in respect of each Terminated
                      Transaction, for each obligation
                      under Section 2(a)(i) which was (or
                      would have been but for
                      Section 2(a) (iii)) required
                      to be settled by delivery to such party on or prior to such Early Termination Date
                      and which has not been so settled as at such Early
                      Termination Date, an amount equal to the fair market value
                      of that which was (or would have been) required to be delivered
                      as of
                      the originally scheduled date
                      for delivery, in each case
                      together with (to the extent permitted
                      under applicable law) interest, in the currency
                      of such amounts, from
                      (and including) the date such amounts or
                      obligations were or would have been required
                      to have been paid or
                      performed to (but excluding) such Early
                      Termination Date, at the Applicable Rate. Such
                      amounts of interest will be calculated on the basis of
                      daily compounding and the actual number of days
                      elapsed. The fair market value of any obligation referred to in
                      clause (b) above shall be reasonably
                      determined by the party
                      obliged to make the determination
                      under Section 6(e) or, if each party is so obliged,
                      it shall be the average of the Termination Currency
                      Equivalents of the fair market values reasonably
                      determined by both parties.

                  


          


          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          


          


          
            	 
	
                    IN
                      WITNESS WHEREOF the parties have executed this document on
                      the
                      respective dates specified below with effect from
                      the date specified on the first page of this
                      document.

                  


          

          


          


          
            	
                    THE
                      ROYAL BANK OF SCOTLAND PLC

                    By:
                      Greenwich Capital Markets, Inc., its agent

                  	
                    HSBC
                      BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
                      BUT SOLELY
                      AS TRUSTEE ON BEHALF OF THE ACE SECURITIES CORP. HOME EQUITY
                      LOAN TRUST,
                      SERIES 2007-HE3 ASSET BACKED PASS-THROUGH
                      CERTIFICATES

                  


          

          


          


          
            	
                    By:  
/s/
                      David E. Wagner                 

                    Name: David
                      E. Wagner

                    Title:  Managing
                      Director

                    Date:  3-22-07

                  	
                    By:  /s/
                      Fernando Acebedo             

                    Name: Fernando
                      Acebedo

                    Title: Vice
                      President

                    Date: 3-22-2007

                  


          

          



          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          


          


            Draft
              Linklaters/03/22/2007

            


            (Multicurrency
              - Cross Border)

            


            


            ISDA®

            International
              Swaps and Derivatives Association, Inc.

            


            


            SCHEDULE
              

            to
              the 

            Master
              Agreement

            


            


            dated
              as
              of March 22, 2007,

            


            between

            


            


            
              	
                      THE
                        ROYAL BANK OF SCOTLAND PLC

                    	
                       

                      and

                    	
                      HSBC
                        BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                        AS TRUSTEE ON
                        BEHALF OF THE ACE SECURITIES CORP. HOME EQUITY LOAN TRUST,
                        SERIES 2007-HE3
                        ASSET BACKED PASS-THROUGH CERTIFICATES

                    
	
                      ______________________________

                      ("Party
                        A")

                    	 	
                      _______________________________

                      ("Party
                        B")

                    


            

            


            


            


            
              	
                      Part
                        1.

                    	
                      Termination
                        Provisions.

                    


            

            


            For
              the
              purposes of this Agreement:-

            


            (a) "Specified
              Entity"
              means in
              relation to Party A for the purpose of:

             

            
              	
                      Section
                        5(a)(v),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(a)(vi),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(a)(vii),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(b)(iv),

                    	
                      Not
                        Applicable

                    
	 	 


            

            and
              in
              relation to Party B for the purpose of:

             

            
              	
                      Section
                        5(a)(v),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(a)(vi),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(a)(vii),

                    	
                      Not
                        Applicable

                    
	
                      Section
                        5(b)(iv),

                    	
                      Not
                        Applicable

                    


            

            


             

            (b) "Specified
              Transaction"
              will
              have the meaning specified in Section 14 of this Agreement.

             

            (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.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Section
              5(a)(i) (Failure
              to Pay or Deliver)
              will
              apply to Party A and Party B; provided,
              however,
              that
              Section 5(a)(i) is hereby amended by replacing the word “third” with the word
“second”; 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.

            


            Section
              5(a)(ii) (Breach
              of Agreement)
              will
              apply to Party A and will not apply to Party B.

            


            Section
              5(a)(iii) (Credit
              Support Default)
              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.

            


            Section
              5(a)(iv) (Misrepresentation)
              will
              apply to Party A and will not apply to Party B. 

            


            Section
              5(a)(v) (Default
              under Specified Transaction)
              will
              apply to Party A and will not apply to Party B.

            


            Section
              5(a)(vi) (Cross
              Default)
              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 or, if applicable, the Eligible Guarantor,
              in either case, as shown in the most recent annual audited financial
              statements
              of such entity.

            


            Section
              5(a)(vii) (Bankruptcy)
              will
              apply to Party A and 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)”. For purposes of Section 5(a)(vii)(6), the only relevant
              appointments are the appointments of (i) HSBC Bank USA, National Association,
              as
              trustee to the Trust, (ii) Wells Fargo, N.A., as Securities Administrator,
              and
              (iii) any successor to HSBC Bank USA, National Association or Wells
              Fargo, N.A.
              that is appointed in accordance with the Pooling and Servicing
              Agreement.

            


            Section
              5(a)(viii) (Merger
              without Assumption)
              will
              apply to Party A and will apply to Party B.

             

            (d) Termination
              Events.

            


            The
              statement below that a Termination Event will apply to a specific party
              means
              that upon the occurrence of such a Termination Event, if such specific
              party is
              the Affected Party with respect to a Tax Event, the Burdened Party
              with respect
              to a Tax Event Upon Merger (except as noted below) or the non-Affected
              Party
              with respect to a Credit Event Upon Merger, as the case may be, such
              specific
              party shall have the right to designate an Early Termination Date in
              accordance
              with Section 6 of this Agreement; conversely, the statement below that
              such an
              event will not apply to a specific party means that such party shall
              not have
              such right; provided,
              however,
              with
              respect to “Illegality” the statement that such event will apply to a specific
              party means that upon the occurrence of such a Termination Event with
              respect to
              such party, either party shall have the right to designate an Early
              Termination
              Date in accordance with Section 6 of this Agreement.


            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            


            


            Section
              5(b)(i) (Illegality)
              will
              apply to Party A and Party B.

            Section
              5(b)(ii) (Tax
              Event)
              will
              apply to Party A and Party B, 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)”.

            Section
              5(b)(iii) (Tax
              Event upon Merger)
              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.

            Section
              5(b)(iv) (Credit
              Event upon Merger)
              will
              not apply to Party A or 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 that Party A is the Defaulting Party or
                        the sole
                        Affected Party with respect to a Tax Event upon Merger or
                        an Additional
                        Termination 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.
              The
              party making the determination (or its agent) will request each Reference
              Market-maker to provide its quotation to the extent reasonably practicable
              as of
              the same day and time (without regard to different time zones) on or
              as soon as
              reasonably practicable before the Latest Settlement Amount Determination
              Day (as
              defined below). The day and time as of which those quotations are to
              be obtained
              will be selected in good faith by the party obliged to make a determination
              under Section 6(e), and, if each party is so obliged, after consultation with
              the other. 

            


            
              	 	
                      (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; 

                    


            


            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            


            


            
              	 	
                      (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).
              


            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            


            Part
              2.  Tax
              Matters.

            


            
              	 	
                      (a)

                    	
                      Payer
                        Representations.
                        For the purpose of Section 3(e) of this Agreement:
                        

                    


            

             

            (i) 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: 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.

            


            (b) Payee
              Representations.
              For the
              purpose of Section 3(f) of this Agreement:

             

            
              	 	
                      (i)

                    	
                      Party
                        A makes the following
                        representations:

                    


            

            


            (a)
              It is
              a tax resident of the United Kingdom.

            


            (b)
              It is
              a “foreign person” within the meaning of the U.S. Treasury Regulations
              concerning information reporting and backup withholding tax (as in
              effect
              January 1, 2001), unless Party A provides written notice to Party B
              that it is
              no longer a foreign person.

            


            (c)
              In
              respect of each Transaction it enters into through an office or discretionary
              agent in the United States or which otherwise is allocated (in whole
              or in part)
              for United States federal income tax purposes to such United States
              trade or
              business, each payment received or to be received by it under such
              Transaction
              (or portion thereof, if applicable) will be effectively connected with
              its
              conduct of a trade or business in the United States; and 

            


            (d)
              In
              respect of all other Transactions or portions thereof, no such payment
              received
              or to be received by it in connection with this Agreement is attributable
              to a
              trade or business carried on by it through a permanent establishment
              in the
              United States.

            


            (ii) Party
              B
makes
              the
              following representations: 

            


            None.

            


            (c) 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:

             


            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            


            “Indemnifiable
              Tax”
means,
              in relation to payments by Party A, any Tax and, in relation to payments
              by
              Party B, no Tax.

            

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              



            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-8BEN, W-8ECI, 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.

                    	 	
                      Upon
                        the execution and delivery of this Agreement and upon reasonable
                        request.

                    
	
                      Party
                        B

                    	 	
                      Any
                        form or document required or reasonably requested to allow
                        the other party
                        to make payments to Party B under the Agreement without any
                        deduction or
                        withholding for or on account of any Tax, or with such deduction
                        or
                        withholding at a reduced rate, which may include tax forms
                        relating to the
                        beneficial owner of payments to Party B under the Agreement
                        from time to
                        time. 

                    	 	
                      Upon
                        the execution and delivery of this Agreement and at any time
                        that the last
                        such document delivered becomes incorrect or
                        out-of-date.

                    


            

            


            



            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            


            (b) For
              the
              purpose of Section 4(a)(ii), other documents to be delivered are:

            


            
              	
                      Party
                        required to deliver document

                    	 	
                      Form/Document/

                      Certificate

                    	 	
                      Date
                        by which to

                      be
                        delivered

                    	 	
                      Covered
                        by Section 3(d) Representation

                    
	
                      Party
                        A and

                      Party
                        B

                    	 	
                      Any
                        documents required by the receiving party to evidence the
                        authority of the
                        delivering party or its Credit Support Provider, if any,
                        for it to execute
                        and deliver the Agreement, this Confirmation, and any Credit
                        Support
                        Documents to which it is a party, and to evidence the authority
                        of the
                        delivering party or its Credit Support Provider to perform
                        its obligations
                        under the Agreement, this Confirmation and any Credit Support
                        Document, as
                        the case may be

                    	 	
                      Upon
                        the execution and delivery of this Agreement

                    	 	
                      Yes

                    
	
                      Party
                        A and

                      Party
                        B

                    	 	
                      A
                        certificate of an authorized officer of the party, as to
                        the incumbency
                        and authority of the respective officers of the party signing
                        the
                        Agreement, this Confirmation, and any relevant Credit Support
                        Document, as
                        the case may be

                    	 	
                      Upon
                        the execution and delivery of this Agreement

                    	 	
                      Yes

                    
	
                      Party
                        A

                    	 	
                      Annual
                        Report of Party A 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 becoming publicly available, if not available on Party
                        A’s
                        website

                    	 	
                      Yes

                    
	
                      Party
                        A

                    	 	
                      Interim
                        Financial Statements of Party A containing unaudited, consolidated
                        financial statements of Party A’s reporting period prepared in accordance
                        with generally accepted accounting principles in the country
                        in which
                        Party A is organized

                    	 	
                      Promptly
                        upon becoming publicly available, if not available on Party
                        A’s
                        website.

                    	 	
                      Yes

                    
	
                      Party
                        A and 

                      Party
                        B

                    	 	
                      Opinion(s)
                        of counsel satisfactory to the other party

                    	 	
                      Upon
                        the execution and delivery of this Agreement

                    	 	
                      No

                    


            

            


            



            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            


            Part
              4.

             

            Miscellaneous.

             

            (a) Addresses
              for Notices.
              For the
              purposes of Section 12(a) of this Agreement: 

             

            Party
              A:

             

             

            Addresses
              for notices to Party A under Sections 5 or 6 (other than notices under
              Section
              5(a)(i)) shall be sent to:

            


            The
              Royal
              Bank of Scotland plc

            c/o
              RBS
              Financial Markets

            Level
              7,
              135 Bishopsgate

            London
              EC2M 3UR

            Attn:
              Head of Legal, Financial Markets 

            Tel:
              44
              207 085 5000

            Fax:
              44
              207 085 8411

            


            Copy
              To: 

            


            Greenwich
              Capital Markets, Inc.

            600
              Steamboat Road

            Greenwich,
              CT 06830

            Attn:
              Legal Department - Derivatives Documentation

            Tel.:
              203-618-2531/32

            Fax:
              203-618-2533/34

            


            All
              other
              notices to Party A shall be sent directly to the Office through which
              Party A is
              acting for the relevant Transaction, using the address and contact
              particulars
              specified in the Confirmation of that Transaction or otherwise
              notified.

            


            HSBC
              BANK
              USA, National Association

            452
              Fifth
              Avenue

            New
              York,
              NY 10018

            Attn:
              CTLA Structured Finance

            Tel:
              212-525-1309

            Fax:
              212-525-1300

            


            Copy
              To: 

            


            Wells
              Fargo Bank, N.A.

            9062
              Old
              Annapolis Road

            Columbia,
              MD 21045

            Tel:
              (410) 884-2000

            Fax:
              (410) 715-2380

            Attention: Client
              Manager, ACE 2007-HE3

            


            (b)    Process
              Agent. For
              the
              purposes of Section 13(c) of this Agreement:

             

                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.

             


            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            


            (d)    Multibranch
              Party.
              For the
              purpose of Section 10(c) of this Agreement:

             

            Party
              A
              is not a Multibranch Party. 

            Party
              B
              is not a Multibranch Party.

             

            
              	
                      (e)

                    	
                      Calculation
                        Agent.
                        The Calculation Agent is Party A.

                    


            

            


            (f) Credit
              Support Document. 

             

            
              	 	
                      Party
                        A:

                    	
                      The
                        Credit Support Annex, and any guarantee in support of Party
                        A’s
                        obligations under this Agreement.

                    


            

            


            Party
              B: The
              Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
              3(b) of the Credit Support Annex.

            


            
              	
                      (g)

                    	
                      Credit
                        Support Provider.

                    


            

            


            Party
              A: The
              guarantor under any guarantee in support of Party A’s obligations under this
              Agreement.

            


            Party
              B: None.

            


            
              	
                      (h)

                    	
                      Governing
                        Law.
                        The parties to this Agreement hereby agree that the law of
                        the State of
                        New York shall govern their rights and duties in whole, without
                        regard to
                        the conflict of law provisions thereof other than New York
                        General
                        Obligations Law Sections 5-1401 and 5-1402.


                    


            

            


            
              	
                      (i)

                    	
                      Netting
                        of Payments.
                        The parties agree that subparagraph (ii) of Section 2(c)
                        will apply to
                        each Transaction hereunder. 

                    


            

            


            
              	
                      (j)

                    	
                      Affiliate.“Affiliate”
                        shall have the meaning assigned thereto in Section 14; provided,
                        however,
                        that Party B shall be deemed to have no Affiliates for purposes
                        of this
                        Agreement, including for purposes of Section
                        6(b)(ii).

                    


            

            



            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            


            Part
              5.  Other
              Provisions.

            


            
              	
                      (a)

                    	
                      Definitions.
                        Unless
                        otherwise specified in a Confirmation, this Agreement and
                        each Transaction
                        under this Agreement are subject to the 2000 ISDA Definitions
                        as published
                        and copyrighted in 2000 by the International Swaps and Derivatives
                        Association, Inc. (the “Definitions”),
                        and will be governed in all relevant respects by the provisions
                        set forth
                        in the Definitions, without regard to any amendment to the
                        Definitions
                        subsequent to the date hereof. The provisions of the Definitions
                        are
                        hereby incorporated by reference in and shall be deemed a
                        part of this
                        Agreement, except that (i) references in the Definitions
                        to a “Swap
                        Transaction” shall be deemed references to a “Transaction” for purposes of
                        this Agreement, and (ii) references to a “Transaction” in this Agreement
                        shall be deemed references to a “Swap Transaction” for purposes of the
                        Definitions. Each term capitalized but not defined in this
                        Agreement shall
                        have the meaning assigned thereto in the Pooling and Servicing
                        Agreement,
                        dated as of February 1, 2007, among ACE Securities Corp.,
                        as the
                        Depositor, Wells fargo Bank, National Administration, as
                        the Servicer,
                        Master Servicer and as Securities Administrator and HSBC
                        Bank USA,
                        National Administration, as Trustee (the “Pooling
                        and Servicing Agreement”).

                    


            

             

            (b)    Amendments
              to ISDA Master Agreement.

            


            
              	 	
                      (i)

                    	
                      Single
                        Agreement.
                        Section 1(c) is hereby amended by the adding the words “including, for the
                        avoidance of doubt, the Credit Support Annex” after the words “Master
                        Agreement”. 

                    


            

            


            
              	 	
                      (ii)

                    	
                      [Reserved]

                    


            

            


            
              	 	
                      (iii)

                    	
                      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 contract participant” as defined
                        in Section 1(a)(12) of the Commodity Exchange Act, as
                        amended.”

                    


            

            



            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            


            
              	 	
                      (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)

                    	
                      [Reserved]

                    


            

            


            
              	 	
                      (iv)

                    	
                      Failure
                        to Comply with Regulation AB Requirements. If
                        (i) the Depositor still has a reporting obligation with respect
                        to the
                        Transaction hereunder pursuant to Regulation AB and (ii)
                        Party A has not,
                        within the applicable time period specified in Part 5(e)(ii)(a)
                        below
                        after a Cap Disclosure Event, complied with any of the provisions
                        set
                        forth in Part 5(e)(ii) below, then an Additional Termination
                        Event shall
                        have occurred with respect to Party A and Party A shall be
                        the sole
                        Affected Party with respect to such Additional Termination
                        Event.

                    


            

            


            
              	 	
                      (v)

                    	
                      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 provided,
                        further, that for purposes of determining the payment under
                        Section 6(e)
                        of this Agreement in respect of this Additional Termination
                        Event, for all
                        Calculation Periods beginning on or after the Early Termination
                        Date, the
                        definition of Notional Amount in a Confirmation shall be
                        deleted in its
                        entirety and replaced with the following: "With respect to
                        each
                        Calculation Period, the Calculation Amount for such Calculation
                        Period as
                        set forth in Schedule I attached thereto multiplied by the
                        quotient of (A)
                        the Notional Amount for the Calculation Period immediately
                        prior to the
                        Early Termination Date divided by (B) the Calculation Amount
                        for the
                        Calculation Period immediately prior to the Early Termination
                        Date as set
                        forth in Schedule I attached
                        thereto.”

                    


            

            


            
              	
                      (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 from an Eligible Guarantor.
                        

                    


            


            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            


            


            (e)   Compliance
              with Regulation AB.
              

             

            (i) It
              shall
              be a cap disclosure event (“Cap
              Disclosure Event”)
              if, at
              any time after the date hereof while the Depositor has reporting obligations
              with respect to this Transaction pursuant to Regulation AB, the Depositor
              or DB
              Structured Products, Inc. (the “Sponsor”)
              notifies Party A that the aggregate “significance percentage” (calculated in
              accordance with the provisions of Item 1115 of Regulation AB) of all
              derivative
              instruments provided by Party A and any of its affiliates to Party
              B
              (collectively, the “Aggregate
              Significance Percentage”)
              is 9%
              or more.

             

            (ii) Upon
              the
              occurrence of a Cap Disclosure Event while the Depositor has reporting
              obligations with respect to this Transaction pursuant to Regulation
              AB, Party A,
              at its own cost and expense (and without any expense or liability to
              the
              Depositor, the Sponsor, the Underwriters, the Trustee or the Issuing
              Entity),
              shall take one of the following actions:

             

            (a) provide
              to the Sponsor and the Depositor: (i) if the Aggregate Significance
              Percentage
              is 9% or more, but less than 10%, within thirty (30) days, either,
              at the sole
              discretion of Party A, the information required under Item 1115(b)(1)
              or Item
              1115(b)(2) of Regulation AB, (ii) if the Aggregate Significance Percentage
              is
              10% or more, but less than 20%, within five (5) Business Days, either,
              at the
              sole discretion of Party A, the information required under Item 1115(b)(1)
              or
              Item 1115(b)(2) of Regulation AB, (iii) if the Aggregate Significance
              Percentage
              is 19% or more, but less than 20%,, within thirty (30) days, the information
              required under Item 1115(b)(2) of Regulation AB or (iv) if the Aggregate
              Significance Percentage is 20% or more, within five (5) Business Days,
              the
              information required under Item 1115(b)(2) of Regulation AB; or

             

            (b) transfer
              in a Permitted Transfer its obligations under the Transaction to a
              counterparty
              with the Approved Ratings Thresholds, that (x) provides the information
              specified in clause (a) above to the Depositor and Sponsor and (y) enters into
              documentation substantially similar to the documentation then in place
              between
              Party A and Party B. For purposes of this subclause (b), the parties
              agree that
              National Westminster Bank Plc (“NatWest”)
              shall
              be an acceptable replacement for Party A, so long as NatWest is able
              to provide
              the information required under subclause (a) above and satisfy the
              requirements
              of this subclause (b).

             

            (iii)
              For
              so long as the Aggregate Significance Percentage is 10% or more and
              the
              Depositor has reporting obligations with respect to this Transaction,
              Party A
              shall provide any updates to the information provided pursuant to clause
              (ii)(a)
              above to the Sponsor and the Depositor within five (5) Business Days
              following
              the availability thereof (but in no event more than 6 months after
              the end of
              each of Party A’s fiscal year for any annual update and when available for any
              interim update).

             

            (iv) All
              information provided pursuant to clause (ii) 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).
              The
              parties hereto acknowledge that electronic files in Adobe Acrobat format
              will be
              deemed to satisfy the requirements of this Part 5(e)(iv). 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.

             

            (v) The
              Sponsor and the Depositor each shall be an express third party beneficiary
              of
              this Agreement with respect to Party A’s undertakings under this Part 5(e)
              only.

             


            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            


            


             

            
              	
                      (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),
              Part 5(e)(ii)(b), Part 5(f)(ii) 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 agrees that, notwithstanding any
                        provision in
                        this Agreement to the contrary, the obligations of Party
                        B hereunder are
                        limited recourse obligations of Party B, payable solely from
                        the Trust and
                        the proceeds thereof, in accordance with the priority of
                        payments and
                        other terms of the Pooling and Servicing Agreement and that
                        Party A will
                        not have any recourse to any of the directors, officers,
                        agents,
                        employees, shareholders or affiliates of the Party B with
                        respect to any
                        claims, losses, damages, liabilities, indemnities or other
                        obligations
                        asserted against Party B in connection with any transactions
                        contemplated
                        hereby. In the event that the Trust and the proceeds thereof,
                        funded in
                        accordance with the priority of payments and other terms
                        of the Pooling
                        and Servicing Agreement, should be insufficient to satisfy
                        all claims
                        outstanding and following the realization of the account
                        held by the Trust
                        and the proceeds thereof, any claims against or obligations
                        of Party B
                        under the ISDA Master Agreement or any other confirmation
                        thereunder still
                        outstanding shall be extinguished and thereafter not revive.
                        The Trustee
                        shall not have liability for any failure or delay in making
                        a payment
                        hereunder to Party A due to any failure or delay in receiving
                        amounts in
                        the account held by the Trust from the Trust created pursuant
                        to the
                        Pooling and Servicing Agreement. This provision will survive
                        the
                        termination of this Agreement.

                    


            

            


            
              	
                      (h)

                    	
                      [Reserved]

                    


            

            


            
              	
                      (i)

                    	
                      Rating
                        Agency Notifications. Notwithstanding
                        any other provision of this Agreement, no Early Termination
                        Date shall be
                        effectively designated hereunder by Party B and no transfer
                        of any rights
                        or obligations under this Agreement shall be made by either
                        party unless
                        each Rating Agency has been 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 Rating
                        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 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.

                    


            

             


            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            


            (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
              Trust, or
              the trust formed pursuant to the Pooling and Servicing Agreement, in
              any
              bankruptcy, reorganization, arrangement, insolvency or liquidation
              proceedings
              or other proceedings under any federal or state bankruptcy or similar
              law for a
              period of one year and one day (or, if longer, the applicable preference
              period)
              following payment in full of the Certificates and any Notes. This provision
              will
              survive the termination of this Agreement. 

            


            
              	
                      (n)

                    	
                      Trustee
                        Liability Limitations.
                        It
                        is expressly understood and agreed by the parties hereto
                        that (a) this
                        Agreement is executed by HSBC Bank USA, National Association
                        (“HSBC”)
                        not in its individual capacity, but solely as Trustee under
                        the Pooling
                        and Servicing Agreement in the exercise of the powers and
                        authority
                        conferred and invested in it thereunder; (b) HSBC has been
                        directed
                        pursuant to the Pooling and Servicing Agreement to enter
                        into this
                        Agreement and to perform its obligations hereunder; (c) each
                        of the
                        representations, undertakings and agreements herein made
                        on behalf of the
                        Trust is made and intended not as personal representations
                        of the Trustee
                        but is made and intended for the purpose of binding only
                        the Trust; and
                        (d) under no circumstances shall HSBC
                        in its individual capacity be personally liable for any payments
                        hereunder
                        or for the breach or failure of any obligation, representation,
                        warranty
                        or covenant made or undertaken under this
                        Agreement.

                    


            

            


            
              	
                      (o)

                    	
                      Severability.
                        If
                        any term, provision, covenant, or condition of this Agreement,
                        or the
                        application thereof to any party or circumstance, shall be
                        held to be
                        invalid or unenforceable (in whole or in part) in any respect,
                        the
                        remaining terms, provisions, covenants, and conditions hereof
                        shall
                        continue in full force and effect as if this Agreement had
                        been executed
                        with the invalid or unenforceable portion eliminated, so
                        long as this
                        Agreement as so modified continues to express, without material
                        change,
                        the original intentions of the parties as to the subject
                        matter of this
                        Agreement and the deletion of such portion of this Agreement
                        will not
                        substantially impair the respective benefits or expectations
                        of the
                        parties; provided,
                        however,
                        that this severability provision shall not be applicable
                        if any provision
                        of Section 2, 5, 6, or 13 (or any definition or provision
                        in Section 14 to
                        the extent it relates to, or is used in or in connection
                        with any such
                        Section) shall be so held to be invalid or unenforceable.
                        

                    


            

            


            The
              parties shall endeavor to engage in good faith negotiations to replace
              any
              invalid or unenforceable term, provision, covenant or condition with
              a valid or
              enforceable term, provision, covenant or condition, the economic effect
              of which
              comes as close as possible to that of the invalid or unenforceable
              term,
              provision, covenant or condition. 

            


            
              	
                      (p)

                    	
                      Agent
                        for Party B. Party
                        A acknowledges that the Depositor has appointed the Trustee
                        and the
                        Securities Administrator as its agents under the Pooling
                        and Servicing
                        Agreement to carry out certain functions on behalf of Party
                        B, and that
                        the Trustee and the Securities Administrator shall be entitled
                        to give
                        notices and to perform and satisfy the obligations of Party
                        B hereunder on
                        behalf of Party B.

                    


            

             

            
              	
                      (q)

                    	
                      Limitation
                        on Events of Default. Notwithstanding
                        the provisions of Sections 5 and 6, if at any time and so
                        long as Party B
                        has satisfied in full all its payment obligations under Section
                        2(a)(i) in
                        respect of each Transaction hereunder and has at the time
                        no future
                        payment obligations, whether absolute or contingent, under
                        such Section in
                        respect of any Transaction, then unless Party A is required
                        pursuant to
                        appropriate proceedings to return to Party B or otherwise
                        returns to Party
                        B upon demand of Party B any portion of any such payment
                        in respect of
                        such Transaction, (a) the occurrence of an event described
                        in Section 5(a)
                        with respect to Party B (other than in respect of Party B’s obligations
                        under Paragraph 3(b) of the Credit Support Annex) shall not
                        constitute an
                        Event of Default or Potential Event of Default with respect
                        to Party B as
                        Defaulting Party in respect of such Transaction 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 (x) an Event of Default
                        under Section
                        5(a)(iii) in respect of Party B’s obligations under Paragraph 3(b) of the
                        Credit Support Annex, (y) 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 (z)
                        Section 5(b)(iii) with respect to Party A as the Burdened
                        Party. For
                        purposes of each Transaction hereunder that is an “Interest Rate Cap”
                        Transaction, Party A acknowledges and agrees that Party B’s only payment
                        obligation under Section 2(a)(i) in respect of such Transaction
                        is to pay
                        the related Fixed Amount on the related Fixed Amount Payer
                        Payment
                        Date.

                    


            

             


            
              
                
                

              

              
                15

                
                  

                

              

              
                
                

              

            


            
              	
                      (r)

                    	
                      Consent
                        to Recording.
                        Each party hereto consents to the monitoring or recording,
                        at any time and
                        from time to time, by the other party of any and all communications
                        between trading, marketing, and operations personnel of the
                        parties and
                        their Affiliates, waives any further notice of such monitoring
                        or
                        recording, and agrees to notify such personnel of such monitoring
                        or
                        recording. 

                    


            

            


            
              	
                      (s)

                    	
                      Waiver
                        of Jury Trial.
                        Each party waives any right it may have to a trial by jury
                        in respect of
                        any suit, action or proceeding relating to this Agreement or any Credit
                        Support Document. 

                    


            

            


            
              	
                      (t)

                    	
                      [Reserved]

                    


            

            


            
              	
                      (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:--

                    


            

             

            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.

            


            
              	 	
                      (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 Trustee
                        represents to
                        Party A on the date on which the Trustee executes this Agreement
                        that it
                        is executing the Agreement in its capacity as
                        Trustee.

                    


            

             

            
              	
                      (w)

                    	
                      Acknowledgements.

                    


            

            


            
              	 	
                      (i)

                    	
                      Substantial
                        financial transactions.
                        Each party hereto is hereby advised and acknowledges as of
                        the date hereof
                        that the other party has engaged in (or refrained from engaging
                        in)
                        substantial financial transactions and has taken (or refrained
                        from
                        taking) other material actions in reliance upon the entry
                        by the parties
                        into the Transaction being entered into on the terms and
                        conditions set
                        forth herein and in the Pooling and Servicing Agreement relating
                        to such
                        Transaction, as applicable. This paragraph shall be deemed
                        repeated on the
                        trade date of each Transaction.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Bankruptcy
                        Code.
                        Subject to Part 5(m), without limiting the applicability
                        if any, of any
                        other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                        Code”) (including without limitation Sections 362, 546, 556, and
                        560
                        thereof and the applicable definitions in Section 101 thereof),
                        the
                        parties acknowledge and agree that all Transactions entered
                        into hereunder
                        will constitute “forward contracts” or “swap agreements” as defined in
                        Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                        Section 761 of the Bankruptcy Code, that the rights of the
                        parties under
                        Section 6 of this Agreement will constitute contractual rights
                        to
                        liquidate Transactions, that any margin or collateral provided
                        under any
                        margin, collateral, security, pledge, or similar agreement
                        related hereto
                        will constitute a “margin payment” as defined in Section 101 of the
                        Bankruptcy Code, and that the parties are entities entitled
                        to the rights
                        under, and protections afforded by, Sections 362, 546, 556,
                        and 560 of the
                        Bankruptcy Code.

                    


            

             


            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

            


            (x)     Agency
              Role of Greenwich Capital Markets, Inc.
              In connection with this Agreement, Greenwich Capital Markets, Inc.
              has
              acted as agent on behalf of The Royal Bank of Scotland plc. Greenwich
              Capital Markets, Inc. has not guaranteed and is not otherwise responsible
              for
              the obligations of The Royal Bank of Scotland plc under this
              Agreement.

            


            (y)     Additional Definitions.
              

            As
              used
              in this Agreement, the following terms shall have the meanings set
              forth below,
              unless the context clearly requires otherwise: 

             

            “Approved
              Ratings Threshold”
              means
              each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
              Ratings Threshold.

            


            “Approved
              Replacement” means,
              with respect to a Market Quotation, an entity making such Market Quotation,
              which entity would satisfy conditions (a), (b) and (c) 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.

            


            “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, written notice of which has been provided to
              the Rating
              Agencies and either (A) a law firm has given a legal opinion confirming
              that
              none of the guarantor’s payments to Party B under such guarantee will be subject
              to Tax collected by withholding or (B) such guarantee provides that,
              in the
              event that any of such guarantor’s payments to Party B are subject to Tax
              collected by withholding, such guarantor is required to pay such additional
              amount as is necessary to ensure that the net amount actually received
              by Party
              B (free and clear of any Tax collected by withholding) will equal the
              full
              amount Party B would have received had no such withholding been
              required.

            


            “Eligible
              Guarantor” means
              an
              entity that (A) has credit ratings from S&P at least equal to the S&P
              Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
              equal to the Moody’s Second Trigger Ratings Threshold, provided,
              for the
              avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
              with
              credit ratings below the Moody’s First Trigger Ratings Threshold will not cure
              or prevent the occurrence of a Collateral Event (as defined in the
              Credit
              Support Annex).

            


            “Eligible
              Replacement”
              means an
              entity (i) that (a) has credit ratings from S&P at least equal to the
              S&P Approved Ratings Threshold and (b) has credit ratings from Moody’s at
              least equal to the Moody’s Second Trigger Ratings Threshold, provided,
              for the
              avoidance of doubt, that an Eligible Replacement with credit ratings
              below the
              Moody’s First Trigger Ratings Threshold will not cure or prevent the occurrence
              of a Collateral Event (as defined in the Credit Support Annex) 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. 

            



            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            


            “Moody’s
              First Trigger Ratings Event”
              means
              that no Relevant Entity has credit ratings from Moody’s at least equal to the
              Moody’s First Trigger Ratings Threshold.

            


            “Moody’s
              First Trigger Ratings Threshold” means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has a short-term unsecured
              and
              unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
              short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
              or (ii) if such entity does not have a short-term unsecured and unsubordinated
              debt rating or counterparty rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

            


            “Moody’s
              Second Trigger Ratings Event”
              means
              that no Relevant Entity has credit ratings from Moody’s at least equal to the
              Moody’s Second Trigger Ratings Threshold. 

            


            “Moody’s
              Second Trigger Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has a short-term unsecured
              and
              unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
              short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
              or (ii) if such entity does not have a short-term unsecured and unsubordinated
              debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
              or counterparty rating from Moody’s of “A3”.

            


            “Permitted
              Transfer” means
              a
              transfer by novation by Party A pursuant to Section 6(b)(ii), Part
              5(d), Part
              5(e), Part 5(f)(ii) 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) each Rating Agency has
              been given
              prior written notice of such transfer and (1) 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 or (2) with
              the consent
              of Party B (such consent not to be unreasonably withheld, conditioned
              or
              delayed); and (i) such transfer otherwise complies with the terms of
              the Pooling
              and Servicing Agreement.

             

            “Rating
              Agencies”
              means,
              with respect to any date of determination, each of S&P and Moody’s, to the
              extent that each such rating agency is then providing a rating for any of
              the
              Ace Securities Corp. Home Equity Loan Trust 2007-HE3, Asset-Backed
              Pass-Through
              Certificates, Series 2007-HE3 (the “Certificates”) or any notes backed by the
              Certificates (the “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.


            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            


            


            “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 and the Moody’s Second Trigger
              Ratings Threshold.

            


            “S&P”
              means
              Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
              Inc., or any successor thereto. 

            


            “S&P
              Approved Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a short-term unsecured and unsubordinated debt
              rating from
              S&P of “A-1”, or, if such entity does not have a short-term unsecured and
              unsubordinated debt rating from S&P, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from S&P of
“A+”.

            


            “S&P
              Required Ratings Downgrade Event”
              means
              that no Relevant Entity has credit ratings at least equal to the S&P
              Required Ratings Threshold.

            


            “S&P
              Required Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a long-term unsecured and unsubordinated debt
              rating or
              counterparty rating from S&P of “BBB+”.

            


            


            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.

            


            [Remainder
              of this page intentionally left blank.]

             


            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            


            IN
              WITNESS WHEREOF,
              the
              parties have executed this document by their duly authorized officers
              with
              effect from the date so specified on the first page hereof.

             

            


             

            
              	
                      THE
                        ROYAL BANK OF SCOTLAND PLC

                      By:
                        Greenwich Capital Markets, Inc., its agent

                    	
                      HSBC
                        BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY
                        AS TRUSTEE ON
                        BEHALF OF THE ACE SECURITIES CORP. HOME EQUITY LOAN TRUST,
                        SERIES 2007-HE3
                        ASSET BACKED PASS-THROUGH CERTIFICATES 

                    
	
                      ("Party
                        A")

                    	
                      ("Party
                        B")

                    
	
                       

                       

                      By:
                        _/s/
                        David E. Wagner____________

                      Name:
                        David E. Wagner

                      Title:
                        Managing Director

                      Date:
                        3-22-07

                    	
                       

                       

                      By:
                        __/s/
                        Fernando Acebedo____________

                      Name:
                        Fernando Acebedo

                      Title:
                        Vice President

                      Date:
                        3-22-07

                    


            

            



            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            


            

              


              ISDA®

              CREDIT
                SUPPORT ANNEX

              to
                the
                Schedule to the

              ISDA
                Master Agreement

              dated
                as
                of March 22, 2007, between

              The
                Royal
                Bank of Scotland plc (hereinafter referred to as “Party
                A”
                or
“Pledgor”)

              


              and

              


               

              HSBC
                Bank
                USA, National Association, not in its individual capacity, but solely
                as trustee
                (the “Trustee”)
                on
                behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
                2007-HE3 Asset
                Backed Pass-Through Certificates

              (“Party
                B”)

              (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
                Transactions documented in the Confirmations (Reference Numbers IRG16239508
                and
                IRG16239510) each dated March 22, 2007, between Party A and Party
                B.

              


               

              Paragraph
                13. Elections and Variables.

               

              
                	
                        (a)

                      	
                        Security
                          Interest for “Obligations”.
                          The term “Obligations”
                          as
                          used in this Annex includes the following additional
                          obligations:

                      


              

               

              With
                respect to Party A: not applicable.

               

              With
                respect to Party B: not applicable.

               

              
                	
                        (b)

                      	
                        Credit
                          Support Obligations.

                      


              

               

              
                	 	
                        (i)

                      	
                        Delivery
                          Amount, Return Amount and Credit Support
                          Amount.

                      


              

               

              
                	 	
                        (A)

                      	
                        “Delivery
                          Amount”
                          has the meaning specified in Paragraph 3(a) as amended
                          (I) by deleting the
                          words “upon a demand made by the Secured Party on or promptly
                          following a
                          Valuation Date” and inserting in lieu thereof the words “not later than
                          the close of business on each Valuation Date” and (II) by deleting in its
                          entirety the sentence beginning “Unless otherwise specified in Paragraph
                          13” and ending “(ii) the Value as of that Valuation Date of all Posted
                          Credit Support held by the Secured Party.” and inserting in lieu thereof
                          the following:

                      


              

               

              The
                “Delivery
                Amount”
                applicable to the Pledgor for any Valuation Date will equal the greatest
                of


               

              
                	 	
                        (1)
                          

                      	
                        the
                          amount by which (a) the S&P Credit Support Amount for such Valuation
                          Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                          Credit Support held by the Secured Party,


                      


              

               


              Copyright
                © 1994 by International Swaps and Derivatives Association, Inc.

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



              
                	 	
                        (2)
                          

                      	
                        the
                          amount by which (a) the Moody’s First Trigger Credit Support Amount for
                          such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                          Valuation Date of all Posted Credit Support held by the
                          Secured Party, and
                          

                      


              

               

              
                	 	
                        (3)
                          

                      	
                        the
                          amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                          such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                          such Valuation Date of all Posted Credit Support held by
                          the Secured
                          Party.

                      


              

               

              
                	 	
                        (B)

                      	
                        “Return
                          Amount”
                          has the meaning specified in Paragraph 3(b) as amended
                          by deleting in its
                          entirety the sentence beginning “Unless otherwise specified in Paragraph
                          13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                          thereof the following:

                      


              

               

              The
                “Return
                Amount”
                applicable to the Secured Party for any Valuation Date will equal
                the least of


               

              
                	 	
                        (1)
                          

                      	
                        the
                          amount by which (a) the S&P Value as of such Valuation Date of all
                          Posted Credit Support held by the Secured Party exceeds
                          (b) the S&P
                          Credit Support Amount for such Valuation Date,


                      


              

               

              
                	 	
                        (2)
                          

                      	
                        the
                          amount by which (a) the Moody’s First Trigger Value as of such Valuation
                          Date of all Posted Credit Support held by the Secured Party
                          exceeds (b)
                          the Moody’s First Trigger Credit Support Amount for such Valuation
                          Date,
                          and

                      


              

               

              
                	 	
                        (3)
                          

                      	
                        the
                          amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                          Date of all Posted Credit Support held by the Secured Party
                          exceeds (b)
                          the Moody’s Second Trigger Credit Support Amount for such Valuation
                          Date.

                      


              

               

              
                	 	
                        (C)

                      	
                        “Credit
                          Support Amount”
                          shall not apply. For purposes of calculating any Delivery
                          Amount or Return
                          Amount for any Valuation Date, reference shall be made
                          to the S&P
                          Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                          the Moody’s Second Trigger Credit Support Amount, in each case for
                          such
                          Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                          13(b)(i)(B),
                          above.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Eligible
                          Collateral.
                          

                      


              

               

              On
                any
                date, the following items will qualify as “Eligible
                Collateral”
(for
                the avoidance of doubt, all Eligible Collateral to be denominated
                in
                USD):

               


              
                
                  
                  

                

                
                  2

                  
                    

                  

                

                
                  
                  

                

              


              


               

              
                	
                         

                        ISDA
                          Collateral

                        Asset
                          Definition

                        (ICAD)
                          Code

                      	
                        Remaining
                          Maturity

                        in
                          Years

                      	
                        S&P
                          

                        Valuation
                          

                        Percentage

                      	
                        Moody’s

                        First
                          Trigger ValuationPercentage

                      	
                        Moody’s

                        Second
                          Trigger

                        Valuation

                        Percentage

                      
	
                        (A)
                          US-CASH

                      	
                        N/A

                      	
                        100%

                      	
                        100%

                      	
                        100%

                      
	
                        (B)
                          US-TBILL

                          US-TNOTE

                          US-TBOND

                      	 	 	 	 
	 	
                        1
                          or less

                      	
                        98.9%

                      	
                        100%

                      	
                        100%

                      
	 	
                        More
                          than 1 but not more than 2

                      	
                        98.0%

                      	
                        100%

                      	
                        99%

                      
	 	
                        More
                          than 2 but not more than 3

                      	
                        97.4%

                      	
                        100%

                      	
                        98%

                      
	 	
                        More
                          than 3 but not more than 5

                      	
                        95.5%

                      	
                        100%

                      	
                        97%

                      
	 	
                        More
                          than 5 but not more than 7

                      	
                        93.7%

                      	
                        100%

                      	
                        96%

                      
	 	
                        More
                          than 7 but not more than 10

                      	
                        92.5%

                      	
                        100%

                      	
                        94%

                      
	 	
                        More
                          than 10 but not more than 20

                      	
                        91.1%

                      	
                        100%

                      	
                        90%

                      
	 	
                        More
                          than 20

                      	
                        88.6%

                      	
                        100%

                      	
                        88%

                      
	
                        (C)
                          US-GNMA

                          US-FNMA

                          US-FHLMC

                      	 	 	 	 
	 	
                        1
                          or less

                      	
                        98.5%

                      	
                        100%

                      	
                        99%

                      
	 	
                        More
                          than 1 but not more than 2

                      	
                        97.7%

                      	
                        100%

                      	
                        99%

                      
	 	
                        More
                          than 2 but not more than 3

                      	
                        97.3%

                      	
                        100%

                      	
                        98%

                      
	 	
                        More
                          than 3 but not more than 5

                      	
                        94.5%

                      	
                        100%

                      	
                        96%

                      
	 	
                        More
                          than 5 but not more than 7

                      	
                        93.1%

                      	
                        100%

                      	
                        93%

                      
	 	
                        More
                          than 7 but not more than 10

                      	
                        90.7%

                      	
                        100%

                      	
                        93%

                      
	 	
                        More
                          than 10 but not more than 20

                      	
                        87.7%

                      	
                        100%

                      	
                        89%

                      
	 	
                        More
                          than 20

                      	
                        84.4%

                      	
                        100%

                      	
                        87%

                      


              

              


               

              
                
                  
                  

                

                
                  3

                  
                    

                  

                

                
                  
                  

                

                 

              

              The
                ISDA
                Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
                are
                taken from the Collateral Asset Definitions (First Edition June 2003)
                as
                published and copyrighted in 2003 by the International Swaps and
                Derivatives
                Association, Inc.

               

              
                	 	
                        (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 100,000 with respect to Party A and Party B;
                          provided,
                          however,
                          that if the aggregate Certificate Principal Balance of
                          the Certificates
                          and the aggregate principal balance of the Notes rated
                          by S&P is at
                          the time of any transfer less than USD 50,000,000, the
“Minimum
                          Transfer Amount”
                          shall be USD 50,000.

                      


              

               

              
                	 	
                        (D)

                      	
                        Rounding:
                          The Delivery Amount will be rounded up to the nearest integral
                          multiple of
                          USD 10,000. The Return Amount will be rounded down to the
                          nearest integral
                          multiple of USD 10,000.

                      


              

               

              
                	
                        (c)

                      	
                        Valuation
                          and Timing.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Valuation
                          Agent”
                          means Party A. All calculations by the Valuation Agent
                          must be made in
                          accordance with standard market
                          practice.

                      


              

               

              
                	 	
                        (ii)

                      	
                        “Valuation
                          Date” means
                          each Local Business Day on which any of the S&P Credit Support Amount,
                          the Moody’s First Trigger Credit Support Amount, or the Moody’s Second
                          Trigger Credit Support Amount is greater than
                          zero.

                      


              

               

              
                	 	
                        (iii)

                      	
                        “Valuation
                          Time” means
                          the close of business in the city of the Valuation Agent
                          on the Local
                          Business Day immediately preceding the Valuation Date or
                          date of
                          calculation, as applicable; provided
                          that the calculations of Value and Exposure will be made
                          as of
                          approximately the same time on the same date. The Valuation
                          Agent will
                          notify each party (or the other party, if the Valuation
                          Agent is a party)
                          of its calculations not later than the Notification Time
                          on the applicable
                          Valuation Date (or in the case of Paragraph 6(d), the Local
                          Business Day
                          following the day on which such relevant calculations are
                          performed).

                      


              

               

              
                	 	
                        (iv)

                      	
                        “Notification
                          Time” means
                          11:00 a.m., New York time, on a Local Business Day.
                          

                      


              

               


              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              


              
                	 	
                        (v)

                      	
                        External
                          Verification.
                          Notwithstanding anything to the contrary in the definitions
                          of Valuation
                          Agent or Valuation Date, at any time at which Party A (or,
                          to the extent
                          applicable, its Credit Support Provider) does not have
                          a long-term
                          unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                          the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                          the S&P Value of Posted Credit Support on each Valuation Date
                          based on
                          internal marks and (B) verify such calculations with external
                          marks
                          monthly by obtaining on the last Local Business Day of
                          each calendar month
                          two external marks for each Transaction to which this Annex
                          relates and
                          for all Posted Credit Support; such verification of the
                          Secured Party’s
                          Exposure shall be based on the higher of the two external
                          marks. Each
                          external mark in respect of a Transaction shall be obtained
                          from an
                          independent Reference Market-maker that would be eligible
                          and willing to
                          enter into such Transaction in the absence of the current
                          derivative
                          provider, provided
                          that an external mark may not be obtained from the same
                          Reference
                          Market-maker more than four times in any 12-month period.
                          The Valuation
                          Agent shall obtain these external marks directly or through
                          an independent
                          third party, in either case at no cost to Party B. The
                          Valuation Agent
                          shall calculate on each Valuation Date (for purposes of
                          this paragraph,
                          the last Local Business Day in each calendar month referred
                          to above shall
                          be considered a Valuation Date) the Secured Party’s Exposure based on the
                          greater of the Valuation Agent’s internal marks and the external marks
                          received. If the S&P Value on any such Valuation Date of all Posted
                          Credit Support then held by the Secured Party is less than
                          the S&P
                          Credit Support Amount on such Valuation Date (in each case
                          as determined
                          pursuant to this paragraph), Party A shall, within three
                          Local Business
                          Days of such Valuation Date, Transfer to the Secured Party
                          Eligible Credit
                          Support having an S&P Value as of the date of Transfer at least equal
                          to such deficiency. 

                      


              

               

              
                	 	
                        (vi)

                      	
                        Notice
                          to S&P.
                          At
                          any time at which Party A (or, to the extent applicable,
                          its Credit
                          Support Provider) does not have a long-term unsubordinated
                          and unsecured
                          debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                          provide to S&P not later than the Notification Time on the Local
                          Business Day following each Valuation Date its calculations
                          of the Secured
                          Party’s Exposure and the S&P Value of any Eligible Credit Support or
                          Posted Credit Support for that Valuation Date. The Valuation
                          Agent shall
                          also provide to S&P any external marks received pursuant to the
                          preceding paragraph.

                      


              

               

              
                	
                        (d)

                      	
                        Conditions
                          Precedent and Secured Party’s Rights and
                          Remedies.
                          The following Termination Events will be a “Specified
                          Condition”
                          for the party specified (that party being the Affected
                          Party if the
                          Termination Event occurs with respect to that party): 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 11:00 a.m. New York time on the Local Business Day
                          following the
                          date on which the notice of the dispute is given under
                          Paragraph
                          5.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Value.
                          Notwithstanding anything to the contrary in Paragraph 12,
                          for the purpose
                          of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                          Value, and Moody’s Second Trigger Value, on any date, of Eligible
                          Collateral other than Cash will be calculated as follows:
                          

                      


              

               

              For
                Eligible Collateral in the form of securities listed in Paragraph
                13(b)(ii): the
                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.

               


              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

              


              
                	 	
                        (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 Trustee or
                (B) any
                entity other than the entity then serving as Trustee if such other
                entity (or,
                to the extent applicable, its parent company or credit support provider)
                shall
                then have a long-term unsecured and unsubordinated debt rating of
                at least “A+”
by S&P and at least “A1” by Moody’s.

               

              Initially,
                the Custodian
                for
                Party B is Wells Fargo Bank, N.A.

               

              
                	 	
                        (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) interest-bearing Permitted
                          Investments
                          rated at least AAAm or AAAm-G by S&P and 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 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. Party A directs the Custodian to
                          deposit any
                          Posted Collateral that is in the form of Cash into an account
                          that
                          satisfies the criteria in the second preceding
                          sentence.

                      


              

               

              
                	 	
                        (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.

                      


              

               


              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              


              
                	
                        (j)

                      	
                        Other
                          Eligible Support and Other Posted Support.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Value”
                          with respect to Other Eligible Support and Other Posted
                          Support means: not
                          applicable. 

                      


              

               

              
                	 	
                        (ii)

                      	
                        “Transfer”
                          with respect to Other Eligible Support and Other Posted
                          Support means: not
                          applicable.

                      


              

               

              
                	
                        (k)

                      	
                        Demands
                          and Notices.All
                          demands, specifications and notices under this Annex will
                          be made pursuant
                          to the Notices Section of this Agreement, except that any
                          demand,
                          specification or notice shall be given to or made at the
                          following
                          addresses, or at such other address as the relevant party
                          may from time to
                          time designate by giving notice (in accordance with the
                          terms of this
                          paragraph) to the other party:

                      


              

               

              If
                to
                Party A, at the address specified pursuant to the Notices Section
                of this
                Agreement.

               

              If
                to
                Party B, at the address specified pursuant to the Notices Section
                of this
                Agreement. 

               

              If
                to
                Party B’s Custodian, at such address as will be provided from time to
                time.

               

              
                	
                        (l)

                      	
                        Address
                          for Transfers.
                          Each Transfer hereunder shall be made to the address specified
                          below or to
                          an address specified in writing from time to time by the
                          party to which
                          such Transfer will be made.

                      


              

               

              Party
                A account details:

               

              For
                the
                account of The Royal Bank of Scotland Financial Markets Fixed Income
                and
                Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM with
                JPMorgan
                Chase Bank, New York CHASUS33, ABA # 021000021

              Account
                Number 400930153

               

              Party
                B’s Custodian account details for holding collateral:

               

              Wells
                Fargo Bank, NA

              ABA
                #
                121000248

              Account
                Name: SAS Clearing Account #3970771416

              FFC
                to:
                50997704 ACE 2007-HE3 Cap Collateral Account

              


              
                	
                        (m)

                      	
                        Other
                          Provisions.

                      


              

               

              
                	 	
                        (i)

                      	
                        Collateral
                          Account.
                          Party B shall open and maintain a segregated account, which
                          shall be an
                          Eligible Account, and hold, record and identify all Posted
                          Collateral in
                          such segregated account.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Agreement
                          as to Single Secured Party and Single Pledgor.
                          Party A and Party B hereby agree that, notwithstanding
                          anything to the
                          contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                          means only Party B, (b) the term “Pledgor” as used in this Annex means
                          only Party A, (c) only Party A makes the pledge and grant
                          in Paragraph 2,
                          the acknowledgement in the final sentence of Paragraph
                          8(a) and the
                          representations in Paragraph 9.

                      


              

               

              
                	 	
                        (iii)

                      	
                        Calculation
                          of Value.
                          Paragraph 4(c) is hereby amended by deleting the word “Value” and
                          inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                          Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                          deleting the words “a Value” and inserting in lieu thereof “an S&P
                          Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                          (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                          Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                          Paragraph 5 (flush language) is hereby amended by deleting
                          the word
                          “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                          Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                          language) is hereby amended by deleting the word “Value” and inserting in
                          lieu thereof “S&P Value, Moody’s First Trigger Value, or Moody’s
                          Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                          word “the Value, if” and inserting in lieu thereof “any one or more of the
                          S&P Value, Moody’s First Trigger Value or Moody’s Second Trigger
                          Value, as the case may be”. Paragraph 5(ii) is hereby amended by (1)
                          deleting the first instance of the words “the Value” and inserting in lieu
                          thereof “any one or more of the S&P Value, Moody’s First Trigger
                          Value, or Moody’s Second Trigger Value” and (2) deleting the second
                          instance of the words “the Value” and inserting in lieu thereof “such
                          disputed S&P Value, Moody’s First Trigger Value, or Moody’s Second
                          Trigger Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                          hereby amended by deleting the word “Value” and inserting in lieu thereof
                          “least of the S&P Value, Moody’s First Trigger Value, and Moody’s
                          Second Trigger Value”. 

                      


              

               


              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              


              
                	 	
                        (iv)

                      	
                        Form
                          of Annex. Party
                          A and Party B hereby agree that the text of Paragraphs
                          1 through 12,
                          inclusive, of this Annex is intended to be the printed
                          form of ISDA Credit
                          Support Annex (Bilateral Form - ISDA Agreements Subject
                          to New York Law
                          Only version) as published and copyrighted in 1994 by the
                          International
                          Swaps and Derivatives Association,
                          Inc.

                      


              

               

              
                	 	
                        (v)

                      	
                        Events
                          of Default.
                          Paragraph 7 will not apply to cause any Event of Default
                          to exist with
                          respect to Party B except that Paragraph 7(i) will apply
                          to Party B solely
                          in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                          Support Annex. Notwithstanding anything to the contrary
                          in Paragraph 7,
                          any failure by Party A to comply with or perform any obligation
                          to be
                          complied with or performed by Party A under the Credit
                          Support Annex shall
                          only be an Event of Default if (A) a
                          Required Ratings Downgrade Event has occurred and been
                          continuing for 30
                          or more Local Business Days, and (B) such failure is not
                          remedied on or
                          before the third Local Business Day after notice of such
                          failure is given
                          to Party A.

                      


              

               

              
                	 	
                        (vi)

                      	
                        Expenses.
                          Notwithstanding anything to the contrary in Paragraph 10,
                          the Pledgor will
                          be responsible for, and will reimburse the Secured Party
                          for, all transfer
                          and other taxes and other costs involved in any Transfer
                          of Eligible
                          Collateral.

                      


              

               

              
                	 	
                        (vii)

                      	
                        Withholding.
                          Paragraph 6(d)(ii) is hereby amended by inserting immediately
                          after “the
                          Interest Amount” in the fourth line thereof the words “less any applicable
                          withholding taxes.”

                      


              

               

              
                	 	
                        (viii)

                      	
                        [Reserved]

                      


              

               

              (ix)   Additional
                Definitions.
                As used
                in this Annex:

               

              “Collateral
                Event” means
                that no Relevant Entity has credit ratings at least equal to the
                Approved
                Ratings Threshold.

               

              “DV01”
                means,
                with respect to a Transaction and any date of determination, the
                estimated
                change in the Secured Party’s Transaction Exposure with respect to such
                Transaction that would result from a one basis point change in the
                relevant swap
                curve on such date, as determined by the Valuation Agent in good
                faith and in a
                commercially reasonable manner. The Valuation Agent shall, upon request
                of Party
                B, provide to Party B a statement showing in reasonable detail such
                calculation.

               

              “Exposure”
                has the meaning specified in Paragraph 12, except that after the
                word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
                Schedule is deleted)” shall be inserted. 

               

              “Local
                Business Day”
means,
                for purposes of this Annex: any day on which (A) commercial banks
                are open for
                business (including dealings in foreign exchange and foreign currency
                deposits)
                in New York and the location of Party A, Party B and any Custodian,
                and (B) in
                relation to a Transfer of Eligible Collateral, any day on which the
                clearance
                system agreed between the parties for the delivery of Eligible Collateral
                is
                open for acceptance and execution of settlement instructions (or
                in the case of
                a Transfer of Cash or other Eligible Collateral for which delivery
                is
                contemplated by other means a day on which commercial banks are open
                for
                business (including dealings in foreign exchange and foreign deposits)
                in New
                York and the location of Party A, Party B and any Custodian. 

               


              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              


              “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 Ratings Event has
                          occurred and has been continuing (x) for at least 30 Local
                          Business Days
                          or (y) since this Annex was executed and (II) it is not
                          the case that a
                          Moody’s Second Trigger Ratings Event has occurred and been continuing
                          for
                          at least 30 Local Business Days, an amount equal to the
                          greater of (a)
                          zero and (b) the sum of (i) the Secured Party’s Exposure for such
                          Valuation Date and (ii) the sum, for each Transaction to
                          which this Annex
                          relates, of

                      


              

               

              the
                lesser of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01
                for such Transaction and such Valuation Date and (y) the product
                of (i) Moody’s
                First Trigger Notional Amount Multiplier, (ii) the Scale Factor,
                if any, for
                such Transaction, or, if no Scale Factor is applicable for such Transaction,
                one, and (iii) the Notional Amount for such Transaction for the Calculation
                Period for such Transaction (each as defined in the related Confirmation)
                which
                includes such Valuation Date; or 

               

              
                	 	
                        (B)

                      	
                        for
                          any other Valuation Date, zero,
                          over

                      


              

               

              (II)    the
                Threshold for Party A such Valuation Date.

               

              “Moody’s
                First Trigger DV01 Multiplier”
                means
                15.

               

              “Moody’s
                First Trigger Value”
                means,
                on any date and with respect to any Eligible Collateral other than
                Cash, the bid
                price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
                Valuation Percentage for such Eligible Collateral set forth in Paragraph
                13(b)(ii).

               

              “Moody’s
                First Trigger Notional Amount Multiplier”
                means
                2%.

               

              “Moody’s
                Second Trigger 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


                      


              

               


              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  
                  

                

              


              (1)    if
                such
                Transaction is not a Transaction-Specific Hedge, 

               

              the
                lesser of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01
                for such Transaction and such Valuation Date and (ii) the product
                of (a) the
                Moody’s Second Trigger Notional Amount Multiplier, (b) the Scale Factor
                if any,
                for such Transaction, or, if no Scale Factor is applicable for such
                Transaction,
                one, and (c) and 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
                lesser of (i) the product of the Moody’s Second Trigger Transaction-Specific
                Hedge DV01 Multiplier and DV01 for such Transaction and such Valuation
                Date and
                (ii) the product of (a) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (b) the Scale Factor, if any, for such
                Transaction
                or, if no Scale Factor is applicable for such Transaction, one, and
                (c) the
                Notional Amount for such Transaction for the Calculation Period (each
                as defined
                in the related Confirmation) which includes such Valuation Date;
                or


               

              
                	 	
                        (B)

                      	
                        for
                          any other Valuation Date, zero,
                          over

                      


              

               

              (II)    the
                Threshold for Party A for such Valuation Date.

               

              “Moody’s
                Second Trigger DV01 Multiplier”
                means
                50.

               

              “Moody’s
                Second Trigger Transaction-Specific Hedge DV01
                Multiplier”
                means
                65.

               

              “Moody’s
                Second Trigger Transaction-Specific Hedge Notional Amount
                Multiplier”
                means
                10%.

               

              “Moody’s
                Second Trigger Value”
                means,
                on any date and with respect to any Eligible Collateral other than
                Cash, the bid
                price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
                Valuation Percentage for such Eligible Collateral set forth in Paragraph
                13(b)(ii).

               

              “Moody’s
                Second Trigger Notional Amount Multiplier”
                means
                8%.

               

              “Remaining
                Weighted Average Maturity” means,
                with respect to a Transaction, the expected weighted average maturity
                for such
                Transaction as determined by the Valuation Agent. 

               

              “S&P
                Approved Ratings Downgrade Event”
means
                that no Relevant Entity has credit ratings at least equal to the
                S&P
                Approved Ratings Threshold.

               

              “S&P
                Credit Support Amount”
                means,
                for any Valuation Date, the excess, if any, of

               

              
                	 	
                        (I)

                      	
                        (A)
                          

                      	
                        for
                          any Valuation Date on which (i) a S&P Approved Ratings Downgrade Event
                          has occurred and been continuing for at least 30 days,
                          or (ii) a S&P
                          Required Ratings Downgrade Event has occurred and is continuing,
                          an amount
                          equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                          Valuation Date and (2) the sum, for each Transaction to
                          which this Annex
                          relates, of the product of (i) the S&P Volatility Buffer for such
                          Transaction, (ii) the Scale Factor, if any, for such Transaction
                          or, if no
                          Scale Factor is applicable for such Transaction, one, and
                          (iii) the
                          Notional Amount of such Transaction for the Calculation
                          Period of such
                          Transaction (each as defined in the related Confirmation)
                          which includes
                          such Valuation Date, or 

                      


              

              

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

              


              
                
                  
                  

                

                
                  10

                  
                    

                  

                

                
                  
                  

                

              

               

              (II) the
                Threshold for Party A for such Valuation Date.

               

              “S&P
                Value”
                means,
                on any date and with respect to any Eligible Collateral other than
                Cash, the
                product of (A) the bid price obtained by the Valuation Agent for
                such Eligible
                Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
                set forth in paragraph 13(b)(ii).

               

              “S&P
                Volatility Buffer”
                means,
                for any Transaction, the related percentage set forth in the following
                tables
                for S&P. 

               

              
                	
                        The
                          higher of the S&P credit rating of (i) Party A and (ii) the Credit
                          Support Provider of Party A, if applicable

                      	
                        Remaining
                          Weighted Average Maturity of such Transaction

                        up
                          to 3 years

                      	
                        Remaining
                          Weighted Average Maturity of such Transaction

                        up
                          to 5 years

                      	
                        Remaining
                          Weighted Average Maturity of such Transaction

                        Up
                          to 10 years

                      	
                        Remaining
                          Weighted Average Maturity of such Transaction

                        up
                          to 30 years

                      
	
                        “A-2”
                          or higher

                      	
                        2.75%

                      	
                        3.25%

                      	
                        4.00%

                      	
                        4.75%

                      
	
                        “A-3”

                      	
                        3.25%

                      	
                        4.00%

                      	
                        5.00%

                      	
                        6.25%

                      
	
                        “BB+”
                          or
                          lower

                      	
                        3.50%

                      	
                        4.50%

                      	
                        6.75%

                      	
                        7.50%

                      


              

              


               

              “Transaction
                Exposure”
                means,
                for any Transaction, Exposure determined as if such Transaction were
                the only
                Transaction between the Secured Party and the Pledgor.

               

              “Transaction-Specific
                Hedge” means
                any
                Transaction that is (i) an interest rate swap in respect of which
                (x) the
                notional amount of the interest rate swap is “balance guaranteed” or (y) the
                notional amount of the interest rate swap for any Calculation Period
                (as defined
                in the related Confirmation) otherwise is not a specific dollar amount
                that is
                fixed at the inception of the Transaction, (ii) an interest rate
                cap, (iii) an
                interest rate floor or (iv) an interest rate swaption.

               

              “Valuation
                Percentage”
                shall
                mean, for purposes of determining the S&P Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
                or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
                Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
                such Eligible Collateral or Posted Collateral, respectively, in each
                case as set
                forth in Paragraph 13(b)(ii).

               

              “Value”
                shall
                mean, in respect of any date, the related S&P Value the related Moody’s
                First Trigger Value, and the related Moody’s Second Trigger Value.

               

              


               

              [Remainder
                of this page intentionally left blank]

               


              
                
                  
                  

                

                
                  11

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the parties have executed this Annex by their duly
                authorized
                representatives as of the date of the Agreement.

               

              
                	
                        The
                          Royal Bank of Scotland plc 

                        By:
                          Greenwich Capital Markets, Inc., its agent

                         

                         

                      	
                        HSBC
                          Bank USA, National Association, not in its individual capacity,
                          but solely
                          as Trustee on behalf of the ACE Securities Corp. Home Equity
                          Loan Trust,
                          Series 2007-HE3 Asset Backed Pass-Through Certificates

                      
	
                        By: __/s/
                          _ David E. Wagner________________

                        Name:
                          David E. Wagner

                        Title:
                          Managing Director 

                        Date:
                          03/22/2007

                      	
                        By: /s/
                          Fernando Acebedo                

                        Name:
                          Fernando Acebedo

                        Title:
                          Vice President

                        Date:
                          03/22/2007

                      


              

              


               


              
                
                  
                  

                

                
                  12

                  
                    

                  

                

                
                  
                  

                

              


              

                


                
                  	
                          Date:

                        	
                          March
                            22, 2007

                        
	 	 
	
                          To:

                        	
                          HSBC
                            Bank USA, National Association, not in its individual
                            capacity, but solely
                            as trustee on behalf of the ACE Securities Corp. Home
                            Equity Loan Trust,
                            Series 2007-HE3, Asset Backed Pass Through Certificates

                        
	 	 
	
                          Attention:

                        	
                          HSBC
                            BANK USA, National Association

                        
	 	
                          452
                            Fifth Avenue

                        
	 	
                          New
                            York, NY 10018

                        
	 	
                          Attn:
                            CTLA Structured Finance

                        
	 	
                          Tel:
                            212-525-1309

                        
	 	
                          Fax:
                            212-525-1300

                        
	 	 
	 	
                          Copy
                            To:

                        
	 	 
	 	
                          Wells
                            Fargo Bank, National Association

                        
	 	
                          9062
                            Old Annapolis Road

                        
	 	
                          Columbia,
                            Maryland 21045

                        
	 	
                          Tel:
                            410-884-2000

                        
	 	
                          Attn:
                            Client Manager, ACE 2007-HE3

                        
	 	
                          Fax:
                            410-715-2380

                        
	 	 
	
                          From:

                        	
                          The
                            Royal Bank of Scotland plc

                        
	 	
                          c/o
                            RBS Financial Markets

                        
	 	
                          Level
                            7, 135 Bishopsgate

                        
	 	
                          London
                            EC2M 3UR

                        
	 	
                          Attn:
                            Head of Legal, Financial Markets 

                        
	 	
                          Tel:
                            44 207 085 5000

                        
	 	
                          Fax:
                            44 207 085 8411

                        
	 	 
	 	
                          Copy
                            To:

                        
	 	 
	 	
                          Greenwich
                            Capital Markets, Inc.

                        
	 	
                          600
                            Steamboat Road

                        
	 	
                          Greenwich,
                            CT 06830

                        
	 	
                          Attn:
                            Legal Department - Derivatives Documentation

                        
	 	
                          Tel.:
                            203-618-2531/32

                        
	 	
                          Fax:
                            203-618-2533/34

                        
	 	 
	
                          Our
                            Reference No.:

                        	
                          IRG16239508

                        
	 	 
	
                          Re:

                        	
                          Interest
                            Rate Cap Transaction

                        


                

                
 

                Ladies
                  and Gentlemen:

                


                The
                  purpose of this letter agreement is to set forth the terms and
                  conditions of the
                  Transaction entered into between Royal Bank of Scotland plc (“Party A”) and HSBC
                  Bank USA, National Association, not individually, but solely as
                  trustee (the
                  "Trustee") on behalf of the ACE Securities Corp. Home Equity Loan
                  Trust, Series
                  2007-HE3 Asset Backed Pass-Through Certificates (the “Trust”) (“Party B”)
                  created under the Pooling and Servicing Agreement on the Trade
                  Date specified
                  below (the “Transaction”). This letter agreement constitutes a “Confirmation” as
                  referred to in the Agreement specified below.

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                   

                

                The
                  definitions and provisions contained in the 2000 ISDA Definitions
                  (the
“Definitions”) as published by the International Swaps and Derivatives
                  Association, Inc. are incorporated by reference herein. In the
                  event of any
                  inconsistency between the Definitions and this Confirmation, this
                  Confirmation
                  will govern.

                


                For
                  the
                  purpose of this Confirmation, all references in the Definitions
                  or the Agreement
                  to a “Swap Transaction” shall be deemed to be references to this
                  Transaction.

                


                
                  	
                          1.

                        	
                          This
                            Confirmation supplements, forms part of, and is subject
                            to, an ISDA Master
                            Agreement dated as of March 22, 2007 (as the same may
                            be amended or
                            supplemented from time to time, the “Agreement”), between Party A and
                            Party B. All provisions contained in the Agreement shall
                            govern this
                            Confirmation except as expressly modified
                            below.

                        


                

                


                
                  	
                          2.

                        	
                          The
                            terms of the particular Transaction to which this Confirmation
                            relates are
                            as follows:

                        


                

                


                
                  	
                          Notional
                            Amount:

                        	
                          With
                            respect to any Calculation Period, the lesser of (i)
                            the “Calculation
                            Amount” set forth for such period on Schedule I attached hereto
                            and (ii)
                            the aggregate principal balance of the Group I Mortgage
                            Loans at the
                            beginning of the Due Date in which the related Calculation
                            Period begins
                            (determined for this purpose without regard to any adjustment
                            of the
                            Floating Rate Payer Payment Date or Distribution Date
                            relating to business
                            days) (the “Relevant Balance”).

                        


                

                


                
                  	 	
                          The
                            Securities Administrator shall make available each month
                            on its website a
                            statement containing the Relevant Balance at least five
                            (5) Business Days
                            prior to the related Floating Rate Payer Payment Date,
                            and Party A shall
                            be entitled to rely conclusively upon such statement.
                            The Securities
                            Administrator’s internet website is located at www.ctslink.com and
                            assistance in using the website can be obtained by calling
                            (301)
                            815-6600.

                        


                

                


                
                  	 	
                          Any
                            payment by Party A to Party B in excess of the amount
                            due under this
                            Transaction on any Floating Rate Payer Payment Date (as
                            a result of the
                            Notional Amount for the related Calculation Period being
                            other than the
                            amount set forth in Schedule I hereto for such Calculation
                            Period) shall
                            be returned by Party B to Party A as soon as Party B
                            becomes aware of such
                            overpayment. Other than the return of such overpayment,
                            neither Party B
                            nor Party A shall incur any penalty or liability hereunder
                            with respect to
                            such overpayment.

                        


                

                 

                
                  	 	Trade Date: 	March 21, 2007 


                  	 	 	 


                  	 	Effective Date: 	March 22, 2007 


                  	 	 	 


                  	 	
                          Termination
                            Date:

                        	
                          August
                            25, 2007, subject to adjustment in accordance with the
                            Business Day
                            Convention.

                        


                

                


                Fixed
                  Amounts:

                 

                
                  	
                          Fixed
                            Rate Payer:

                        	
                          Party
                            B

                        
	 	 
	
                          Fixed
                            Rate Payer Payment Date:

                        	
                          March
                            22, 2007

                        
	 	 
	
                          Fixed
                            Amount:

                        	
                          USD
                            3,000.00 

                        
	 	 


                

                


                
                  
                    
                    

                  

                  
                    2

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                Floating
                  Amounts:

                


                
                  	
                          Floating
                            Rate Payer:

                        	
                          Party
                            A

                        
	 	 
	
                          Strike
                            Rate:

                        	
                          As
                            set forth in Schedule I

                        
	 	 
	
                          Floating
                            Rate Payer Period End Dates:

                        	
                          The
                            25th day of each month, commencing March 25, 2007, through
                            and including
                            the Termination Date, subject to adjustment in accordance
                            with the
                            Business Day Convention.

                        
	 	 
	
                          Floating
                            Rate Payer Payment Dates:

                        	
                          Early
                            Payment shall be applicable. The Floating Rate Payer
                            Payment Dates shall
                            be one (1) Business Day prior to each Floating Rate Payer
                            Period End
                            Date.

                        
	 	 
	
                          Floating
                            Rate Option:

                        	
                          USD-LIBOR-BBA.

                        
	 	 
	
                          Designated
                            Maturity:

                        	
                          1
                            month

                        
	
                           

                        	 
	
                          Spread:

                        	
                          None

                        
	
                           

                        	 
	
                          Floating
                            Rate Day Count Fraction:

                        	
                          Actual/360

                        
	 	 
	
                          Reset
                            Dates:

                        	
                          The
                            first day of each Calculation Period

                        
	 	 
	
                          Compounding:

                        	
                          Inapplicable:

                        
	 	 


                

                


                Calculation
                  Agent:                     Party
                  A

                


                Business
                  Days:                          New
                  York 

                


                Business
                  Day Convention                 Following

                


                3. Account
                  Details:

                


                Account
                  Details for Party A:

                


                For
                  the
                  account of The Royal Bank of Scotland

                Financial
                  Markets Fixed Income and Interest Rate

                Derivative
                  Operations, London SWIFT RBOSGB2RTCM

                with
                  JPMorgan Chase Bank, New York CHASUS33

                ABA
                  #
                  021000021

                Account
                  Number 400930153

                


                Account
                  Details for Party B:

                


                Wells
                  Fargo Bank, NA

                ABA
                  #
                  121000248

                Account
                  Name: SAS Clearing Account #3970771416

                FFC
                  to:
                  50997701, ACE 2007-HE3 Reserve Fund

                4. Offices:

                


                The
                  Office of Party A for this Transaction is London, England

                


                
                  	
                          5.

                        	
                          It
                            is expressly understood and agreed by the parties hereto
                            that (i) this
                            Confirmation is executed and delivered by HSBC Bank USA,
                            National
                            Association, not individually or personally but solely
                            as trustee of the
                            Trust, in the exercise of the powers and authority conferred
                            and vested in
                            it under the Pooling and Servicing Agreement, (ii) each
                            of the
                            representations, undertakings and agreements herein made
                            on the part of
                            the Trust is made and intended not as personal representations,
                            undertakings and agreements by HSBC Bank USA, National
                            Association but is
                            made and intended for the purpose of binding only the
                            Trust, (iii) nothing
                            herein contained shall be construed as creating any liability
                            on the part
                            of 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 hereto and
                            by any Person claiming by, through or under the parties
                            hereto and (iv)
                            under no circumstances shall HSBC Bank USA, National
                            Association be
                            personally liable for the payment of any indebtedness
                            or expenses of the
                            Trust or be liable for the breach or failure of any obligation,
                            representation, warranty or covenant made or undertaken
                            by Party B under
                            this Confirmation or any other related
                            documents.

                        


                

                 

                
 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                   

                

                
                  	
                          6.

                        	
                          Agency
                            Role of Greenwich Capital Markets, Inc. This Transaction
                            has been entered
                            into by Greenwich Capital Markets, Inc., as agent for
                            The Royal Bank of
                            Scotland plc. Greenwich Capital Markets, Inc. has not
                            guaranteed and is
                            not otherwise responsible for the obligations of Party
                            A under this
                            Transaction.

                        


                

                


                [Signature
                  Page Immediately Follows]


                
                  
                    
                    

                  

                  
                    4

                    
                      

                    

                  

                  
                    
                    

                  

                


                


                Please
                  promptly confirm that the foregoing correctly sets forth the terms
                  of the
                  Transaction entered into between us by executing this Confirmation
                  and returning
                  it to us by facsimile to:

                


                The
                  Royal
                  Bank of Scotland plc

                Attention:
                  Derivatives Documentation

                Fax:
                  0207
                  375 6724 / 6486 Phone: 0207 375 4225

                


                
                  	
                          For
                            and on behalf of 

                          ROYAL
                            BANK OF SCOTLAND PLC

                          By:
                            Greenwich Capital Markets, Inc., its agent

                        	
                          For
                            and on behalf of

                          HSBC
                            Bank USA, National Association, not individually, but
                            solely as trustee on
                            behalf of the ACE Securities Corp. Home Equity Loan Trust,
                            Series 2007-HE3
                            Asset Backed Pass-Through Certificates

                           

                           

                        
	
                          Name: /s/
                            David E. Wagner

                          Title: Managing
                            Director

                          Date: 3-22-07

                        	
                          Name:/s/
                            Fernando Acebedo

                          Title: Vice
                            President

                          Date: 3-22-2007

                        


                

                


                


                


                



                
                  
                    
                    

                  

                  
                    5

                    
                      

                    

                  

                  
                    
                    

                  

                


                SCHEDULE
                  I

                


                All
                  dates
                  subject to adjustment in accordance with the Following Business
                  Day
                  Convention.

                


                


                
                  	
                          From
                            and including:

                        	
                          To
                            but excluding:

                        	
                          Calculation
                            Amount

                          (USD):

                        	
                          Strike
                            Rate

                        
	
                          3/22/2007

                        	
                          3/25/2007

                        	
                          286,797,652.00
                            

                        	
                          7.50
                            

                        
	
                          3/25/2007

                        	
                          4/25/2007

                        	
                          283,998,589.00
                            

                        	
                          7.50
                            

                        
	
                          4/25/2007

                        	
                          5/25/2007

                        	
                          280,710,573.00
                            

                        	
                          7.50
                            

                        
	
                          5/25/2007

                        	
                          6/25/2007

                        	
                          276,939,842.00
                            

                        	
                          7.50
                            

                        
	
                          6/25/2007

                        	
                          7/25/2007

                        	
                          272,695,182.00
                            

                        	
                          7.50
                            

                        
	
                          7/25/2007

                        	
                          8/25/2007

                        	
                          267,987,943.00
                            

                        	
                          7.50
                            

                        


                

                


                


                


                
                  
                    
                    

                  

                  
                    6

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

           

           

          

            


            
              	
                      Date:

                    	
                      March
                        22, 2007

                    
	 	 
	
                      To:

                    	
                      HSBC
                        Bank USA, National Association, not in its individual capacity,
                        but solely
                        as trustee on behalf of the ACE Securities Corp.

                    
	 	
                      Home
                        Equity Loan Trust, Series 2007-HE3, Asset Backed Pass Through
                        Certificates

                    
	 	 
	
                      Attention:

                    	
                      HSBC
                        BANK USA, National Association

                    
	 	
                      452
                        Fifth Avenue

                    
	 	
                      New
                        York, NY 10018

                    
	 	
                      Attn:
                        CTLA Structured Finance

                    
	 	
                      Tel:
                        212-525-1309

                    
	 	
                      Fax:
                        212-525-1300

                    
	 	 
	 	
                      Copy
                        To:

                    
	 	 
	 	
                      Wells
                        Fargo Bank, National Association

                    
	 	
                      9062
                        Old Annapolis Road

                    
	 	
                      Columbia,
                        Maryland 21045

                    
	 	
                      Tel:
                        410-884-2000

                    
	 	
                      Attn:
                        Client Manager, ACE 2007-HE3

                    
	 	
                      Fax:
                        410-715-2380

                    
	 	 
	
                      From:

                    	
                      The
                        Royal Bank of Scotland plc

                    
	 	
                      c/o
                        RBS Financial Markets

                    
	 	
                      Level
                        7, 135 Bishopsgate

                    
	 	
                      London
                        EC2M 3UR

                    
	 	
                      Attn:
                        Head of Legal, Financial Markets 

                    
	 	
                      Tel:
                        44 207 085 5000

                    
	 	
                      Fax:
                        44 207 085 8411

                    
	 	 
	 	
                      Copy
                        To:

                    
	 	 
	 	
                      Greenwich
                        Capital Markets, Inc.

                    
	 	
                      600
                        Steamboat Road

                    
	 	
                      Greenwich,
                        CT 06830

                    
	 	
                      Attn:
                        Legal Department - Derivatives Documentation

                    
	 	
                      Tel.:
                        203-618-2531/32

                    
	 	
                      Fax:
                        203-618-2533/34

                    
	 	 
	
                      Our
                        Reference No.:

                    	
                      IRG16239510

                    
	 	 
	
                      Re:

                    	
                      Interest
                        Rate Cap Transaction

                    


            

            


            


            Ladies
              and Gentlemen:

            


            The
              purpose of this letter agreement is to set forth the terms and conditions
              of the
              Transaction entered into between Royal Bank of Scotland plc (“Party A”) and HSBC
              Bank USA, National Association, not individually, but solely as trustee
              (the
              "Trustee") on behalf of the ACE Securities Corp. Home Equity Loan Trust,
              Series
              2007-HE3 Asset Backed Pass-Through Certificates (the “Trust”) (“Party B”)
              created under the Pooling and Servicing Agreement on the Trade Date
              specified
              below (the “Transaction”). This letter agreement constitutes a “Confirmation” as
              referred to in the Agreement specified below.

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            The
              definitions and provisions contained in the 2000 ISDA Definitions (the
              “Definitions”) as published by the International Swaps and Derivatives
              Association, Inc. are incorporated by reference herein. In the event
              of any
              inconsistency between the Definitions and this Confirmation, this Confirmation
              will govern.

            


            For
              the
              purpose of this Confirmation, all references in the Definitions or
              the Agreement
              to a “Swap Transaction” shall be deemed to be references to this
              Transaction.

            


            1. This
              Confirmation supplements, forms part of, and is subject to, an ISDA
              Master
              Agreement dated as of March 22, 2007 (as the same may be amended or
              supplemented
              from time to time, the “Agreement”), between Party A and Party B. All provisions
              contained in the Agreement shall govern this Confirmation except as
              expressly
              modified below.

            


            2. The
              terms
              of the particular Transaction to which this Confirmation relates are
              as
              follows:

            


            
              	
                      Notional
                        Amount:

                    	
                      With
                        respect to any Calculation Period, the lesser of (i) the
“Calculation
                        Amount” set forth for such period on Schedule I attached hereto and
                        (ii)
                        the aggregate principal balance of the Group II Mortgage
                        Loans at the
                        beginning of the Due Date in which the related Calculation
                        Period begins
                        (determined for this purpose without regard to any adjustment
                        of the
                        Floating Rate Payer Payment Date or Distribution Date relating
                        to business
                        days) (the “Relevant Balance”).

                    


            

            


            
              	 	
                      The
                        Securities Administrator shall make available each month
                        on its website a
                        statement containing the Relevant Balance at least five (5)
                        Business Days
                        prior to the related Floating Rate Payer Payment Date, and
                        Party A shall
                        be entitled to rely conclusively upon such statement. The
                        Securities
                        Administrator’s internet website is located at www.ctslink.com and
                        assistance in using the website can be obtained by calling
                        (301) 815-6600.
                        

                    


            

            


            
              	 	
                      Any
                        payment by Party A to Party B in excess of the amount due
                        under this
                        Transaction on any Floating Rate Payer Payment Date (as a
                        result of the
                        Notional Amount for the related Calculation Period being
                        other than the
                        amount set forth in Schedule I hereto for such Calculation
                        Period) shall
                        be returned by Party B to Party A as soon as Party B becomes
                        aware of such
                        overpayment. Other than the return of such overpayment, neither
                        Party B
                        nor Party A shall incur any penalty or liability hereunder
                        with respect to
                        such overpayment.

                    




            
              	 	Trade Date: 	March 21, 2007 


              	 	 	 


              	 	Effective Date: 	March 22, 2007 


              	 	 	 


              	 	
                      Termination
                        Date:

                    	
                      August
                        25, 2007, subject to adjustment in accordance with the Business
                        Day
                        Convention.

                    


            

            


            Fixed
              Amounts:

             

            
              	
                      Fixed
                        Rate Payer:

                    	
                      Party
                        B

                    
	
                       

                    	
                       

                    
	
                      Fixed
                        Rate Payer Payment Date:

                    	
                      March
                        22, 2007

                    
	 	 
	
                      Fixed
                        Amount:

                    	
                      USD
                        3,000.00 

                    
	 	 


            

            


            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

               

            

            Floating
              Amounts:

            


            
              	
                      Floating
                        Rate Payer:

                    	
                      Party
                        A

                    
	 	 
	
                      Strike
                        Rate:

                    	
                      As
                        set forth in Schedule I

                    
	 	 
	
                      Floating
                        Rate Payer Period End Dates:

                    	
                      The
                        25th day of each month, commencing March 25, 2007, through
                        and including
                        the Termination Date, subject to adjustment in accordance
                        with the
                        Business Day Convention.

                    
	 	 
	
                      Floating
                        Rate Payer Payment Dates:

                    	
                      Early
                        Payment shall be applicable. The Floating Rate Payer Payment
                        Dates shall
                        be one (1) Business Day prior to each Floating Rate Payer
                        Period End
                        Date.

                    
	 	 
	
                      Floating
                        Rate Option:

                    	
                      USD-LIBOR-BBA.

                    
	 	 
	
                      Designated
                        Maturity:

                    	
                      1
                        month

                    
	 	 
	
                      Spread:

                    	
                      None

                    
	 	 
	
                      Floating
                        Rate Day Count Fraction:

                    	
                      Actual/360

                    
	 	 
	
                      Reset
                        Dates:

                    	
                      The
                        first day of each Calculation Period

                    
	 	 
	
                      Compounding:

                    	
                      Inapplicable:

                    
	 	 
	Calculation
                      Agent: 	Party
                      A 
	 	 
	Business
                      Days: 	New
                      York 
	 	 
	Business
                      Day
                      Convention 	Following 
	 	 


            

            
 

            3. Account
              Details:

            


            Account
              Details for Party A:

            


            For
              the
              account of The Royal Bank of Scotland

            Financial
              Markets Fixed Income and Interest Rate

            Derivative
              Operations, London SWIFT RBOSGB2RTCM

            with
              JPMorgan Chase Bank, New York CHASUS33

            ABA
              #
              021000021

            Account
              Number 400930153

            


            Account
              Details for Party B:

            


            Wells
              Fargo Bank, NA

            ABA
              #
              121000248

            Account
              Name: SAS Clearing Account #3970771416

            FFC
              to:
              50997701, ACE 2007-HE3 Reserve Fund

            4. Offices:

            


            The
              Office of Party A for this Transaction is London, England

            


            
              	
                      5.

                    	
                      It
                        is expressly understood and agreed by the parties hereto
                        that (i) this
                        Confirmation is executed and delivered by HSBC Bank USA,
                        National
                        Association, not individually or personally but solely as
                        trustee of the
                        Trust, in the exercise of the powers and authority conferred
                        and vested in
                        it under the Pooling and Servicing Agreement, (ii) each of
                        the
                        representations, undertakings and agreements herein made
                        on the part of
                        the Trust is made and intended not as personal representations,
                        undertakings and agreements by HSBC Bank USA, National Association
                        but is
                        made and intended for the purpose of binding only the Trust,
                        (iii) nothing
                        herein contained shall be construed as creating any liability
                        on the part
                        of 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
                        hereto and
                        by any Person claiming by, through or under the parties hereto
                        and (iv)
                        under no circumstances shall HSBC Bank USA, National Association
                        be
                        personally liable for the payment of any indebtedness or
                        expenses of the
                        Trust or be liable for the breach or failure of any obligation,
                        representation, warranty or covenant made or undertaken by
                        Party B under
                        this Confirmation or any other related
                        documents.

                    


            

            


            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

               

            

            
              	
                      6.

                    	
                      Agency
                        Role of Greenwich Capital Markets, Inc. This Transaction
                        has been entered
                        into by Greenwich Capital Markets, Inc., as agent for The
                        Royal Bank of
                        Scotland plc. Greenwich Capital Markets, Inc. has not guaranteed
                        and is
                        not otherwise responsible for the obligations of Party A
                        under this
                        Transaction.

                    


            

            


            [Signature
              Page Immediately Follows]


            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            


            


            Please
              promptly confirm that the foregoing correctly sets forth the terms
              of the
              Transaction entered into between us by executing this Confirmation
              and returning
              it to us by facsimile to:

            


            The
              Royal
              Bank of Scotland plc

            Attention:
              Derivatives Documentation

            Fax:
              0207
              375 6724 / 6486 Phone: 0207 375 4225

            


            
              	
                      For
                        and on behalf of 

                      ROYAL
                        BANK OF SCOTLAND PLC

                      By:
                        Greenwich Capital Markets, Inc., its agent

                    	
                      For
                        and on behalf of

                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as trustee on
                        behalf of the ACE Securities Corp. Home Equity Loan Trust,
                        Series 2007-HE3
                        Asset Backed Pass-Through Certificates

                       

                       

                    
	
                      Name: Deborah
                        Pfeifer

                      Title: Vice
                        President

                      Date: 3-22-07

                    	
                      Name:
                        Fernando Acebedo

                      Title:
                        Vice President

                      Date: 3-22-07

                    


            

            


            


            


            



            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            


            SCHEDULE
              I

            


            All
              dates
              subject to adjustment in accordance with the Following Business Day
              Convention.

            


            


            
              	
                      From
                        and including:

                    	
                      To
                        but excluding:

                    	
                      Calculation
                        Amount (USD):

                    	
                      Strike
                        Rate

                    
	
                      3/22/2007

                    	
                      3/25/2007

                    	
                      328,618,953.00
                        

                    	
                      7.50
                        

                    
	
                      3/25/2007

                    	
                      4/25/2007

                    	
                      325,451,851.00
                        

                    	
                      7.50
                        

                    
	
                      4/25/2007

                    	
                      5/25/2007

                    	
                      321,723,644.00
                        

                    	
                      7.50
                        

                    
	
                      5/25/2007

                    	
                      6/25/2007

                    	
                      317,441,262.00
                        

                    	
                      7.50
                        

                    
	
                      6/25/2007

                    	
                      7/25/2007

                    	
                      312,614,560.00
                        

                    	
                      7.50
                        

                    
	
                      7/25/2007

                    	
                      8/25/2007

                    	
                      307,256,333.00
                        

                    	
                      7.50
                        

                    


            

            


            


            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

            
 

          

        

        SCHEDULE
          1

        


        MORTGAGE
          LOAN SCHEDULE

        


        [PROVIDED
          UPON REQUEST]

        




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          2

        


        PREPAYMENT
          CHARGE SCHEDULE

        


        [PROVIDED
          UPON REQUEST]

        




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          3

        


        [RESERVED]

        




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          4

        


        STANDARD
          FILE LAYOUT - DELINQUENCY REPORTING AND REALIZED LOSSES AND GAINS

        


        


        
          	 	Exhibit : Standard
                  File Layout - Delinquency Reporting 	 


        

         

        
          	 	 	 	 
	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format

                  Comment

                


        

        
          	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
           

          
            	 	 	 	 
	
                    Column/Header
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format

                    Comment

                  


          

        

        
          	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                  Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                  Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                  Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                  Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                  Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                  Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                  Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                  Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                  Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                  Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                  Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        
          


          
            	 	Exhibit 2: Standard
                    File Codes - Delinquency Reporting 	 


          

        

         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

         

        
          	·  	
                  ASUM-Approved
                    Assumption

                


        

         

        
          	·  	
                  BAP-Borrower
                    Assistance Program

                


        

         

        
          	·  	
                  CO-
                    Charge Off

                


        

         

        
          	·  	
                  DIL-
                    Deed-in-Lieu

                


        

         

        
          	·  	
                  FFA-
                    Formal Forbearance Agreement

                


        

         

        
          	·  	
                  MOD-
                    Loan Modification

                


        

         

        
          	·  	
                  PRE-
                    Pre-Sale

                


        

         

        
          	·  	
                  SS-
                    Short Sale

                


        

         

        
          	·  	
                  MISC-Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

         

        NOTE:
          Wells Fargo Bank will accept alternative Loss Mitigation Types to those
          above,
          provided that they are consistent with industry standards. If Loss Mitigation
          Types other than those above are used, the Servicer must supply Wells Fargo
          Bank
          with a description of each of the Loss Mitigation Types prior to sending
          the
          file.

         

        The
          Occupant
          Code
          field should show the current status of the property code as
          follows:

         

        
          	·  	
                  Mortgagor

                


        

         

        
          	·  	
                  Tenant

                


        

         

        
          	·  	
                  Unknown
                    

                


        

         

        
          	·  	
                  Vacant

                


        

         

        The
          Property
          Condition
          field should show the last reported condition of the property as follows:
          

         

        
          	·  	
                  Damaged

                


        

         

        
          	·  	
                  Excellent

                


        

         

        
          	·  	
                  Fair

                


        

         

        
          	·  	
                  Gone

                


        

         

        
          	·  	
                  Good

                


        

         

        
          	·  	
                  Poor

                


        

         

        
          	·  	
                  Special
                    Hazard

                


        

         

        
          	·  	
                  Unknown

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            


            
              	 	Exhibit 2: Standard
                      File Codes - Delinquency Reporting, Continued 	 


            

          

           

        

        The
          FNMA
          Delinquent Reason Code
          field should show the Reason for Delinquency as follows: 

         

        


        
          	
                  Delinquency

                  Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                	 	Exhibit 2: Standard
                        File Codes - Delinquency Reporting, Continued 	 


              

            

          

        

         

        The
          FNMA
          Delinquent Status Code
          field should show the Status of Default as follows: 

         

        


        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

         

        


         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          : Calculation
          of Realized Loss/Gain Form 332- Instruction Sheet

        NOTE:
          Do not net or combine items. Show all expenses individually and all credits
          as
          separate line items. Claim packages are due on the remittance report date.
          Late
          submissions may result in claims not being passed until the following month.
          

        1.  

         

        2.  The
          numbers on the 332 form correspond with the numbers listed below.

         

        Liquidation
          and Acquisition Expenses:

         

        1. The
          Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.

         

         

        


         

        2. The
          Total
          Interest Due less the aggregate amount of servicing fee that would have
          been
          earned if all delinquent payments had been made as agreed. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.

         

        3.
           Accrued
          Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
          Loan
          as calculated on a monthly basis. For documentation, an Amortization Schedule
          from date of default through liquidation breaking out the net interest
          and
          servicing fees advanced is required.

         

        4-12. Complete
          as applicable. Required documentation:

         

        *
          For
          taxes and insurance advances - see page 2 of 332 form - breakdown required
          showing period of coverage, base tax, interest, penalty. Advances prior
          to
          default require evidence of servicer efforts to recover advances.

         

        *
          For
          escrow advances - complete payment history 

         

        (to
          calculate advances from last positive escrow balance forward)

         

        *
          Other
          expenses -  copies of corporate advance history showing all payments


         

        *
          REO
          repairs > $1500 require explanation

         

        *
          REO
          repairs >$3000 require evidence of at least 2 bids.

         

        *
          Short
          Sale or Charge Off require P&L supporting the decision and WFB’s approved
          Servicing Officer certification

         

        *
          Unusual
          or extraordinary items may require further documentation. 

         

        13. 
The
          total
          of lines 1 through 12.

         

        3.   Credits:
          

         

        14-21.   Complete
          as applicable. Required documentation:

         

        *
          Copy of
          the HUD 1 from the REO sale. If a 3rd
          Party
          Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
          Breakdown.

         

        *
          Copy of
          EOB for any MI or gov't guarantee 

         

        *
          All
          other credits need to be clearly defined on the 332
          form      
     

         

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        
          	 	 	 


        

         

         

        Please
          Note: For
          HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
          for Part
          B/Supplemental proceeds.

         

         

        Total
          Realized Loss (or Amount of Any Gain)

         

        23. The
          total
          derived from subtracting line 22 from 13. If the amount represents a realized
          gain, show
          the
          amount in parenthesis ( ). 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                	 	Exhibit 3A: Calculation
                        of Realized Loss/Gain Form 332 	 


              

               

            

          

        

        Prepared
          by: __________________   Date:
          _______________

         

        Phone:
          ______________________ Email Address:_____________________

         

        
          	 	 	 	 	 
	
                  Servicer
                    Loan No.

                	 	
                  Servicer
                    Name

                	 	
                  Servicer
                    Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._____________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  Short
          Sale Charge
          Off 

         

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes 
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          _______________________________

         

        

           

          Liquidation
            and Acquisition Expenses:

           

          
            	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	 	
                    $
                      ______________

                  	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	 	
                    ________________

                  	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	 	
                    ________________

                  	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	 	
                    ________________

                  	
                    (4)

                  
	
                    (5)

                  	
                    Taxes
                      (see page 2)

                  	 	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	 	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	 	
                    ________________

                  	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	 	
                    ________________

                  	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	 	
                    ________________

                  	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	 	
                    ________________

                  	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	 	
                    ________________

                  	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	 	
                    ________________

                  	
                    (12)

                  
	 	
                        Cash
                      for Keys__________________

                  	
                     

                  	
                    ________________

                  	
                    (12)

                  
	 	
                        HOA/Condo
                      Fees________________

                  	
                     

                  	
                    ________________

                  	
                    (12)

                  
	 	           
________________________________	
                     

                  	
                    ________________

                  	
                    (12)

                  
	 	 	 	 	 
	 	    Total
                    Expenses	
                     

                  	
                    $
                      _______________

                  	
                    (13)

                  
	
                    Credits:

                  	 	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	 	
                    $
                      _______________

                  	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	 	
                    ________________

                  	
                    (15)

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	 	
                    ________________

                  	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	 	
                    ________________

                  	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance / Gov’t Insurance

                  	 	
                    ________________

                  	
                    (18a)
                      

                  
	
                    HUD
                      Part A

                  	 	 	
                    ________________
                      

                  	
                    (18b)
                      

                  
	 	 	 	 	 
	
                    HUD
                      Part B

                  	 	 	 	 


          

          
            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          
            	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	 	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	 	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	 	
                    ________________

                  	
                    (21)

                  
	 	
                    _________________________________________

                  	 	
                    ________________

                  	
                    (21)

                  
	 	 	 	 	 
	 	
                    Total
                      Credits

                  	 	
                    $________________

                  	
                    (22)

                  
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	 	
                    $________________

                  	
                    (23)

                  


          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Escrow
          Disbursement Detail

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
          	 	 	 	 	 	 	 
	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


        

        


        


        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        SCHEDULE
          5

        


        STANDARD
          FILE LAYOUT- MASTER SERVICING 

        


        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 


        

         

        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                


        

        
          	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer. 

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                


        

        
          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          
 

        
          
            	
                    Standard
                      File Layout - Master Servicing 

                  	 	 	 


          

           

          
            	
                    Column
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  	
                    Max
                      Size

                  


          

        

        
          	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  
                    ACTION_CODE

                  

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                   

                	
                  .

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        
          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          
            	
                    Standard
                      File Layout - Master Servicing 

                  	 	 	 


          

           

          
            	
                    Column
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  	
                    Max
                      Size

                  


          

        

        
          	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	 	 	 	 	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        SCHEDULE
          6

        


        DATA
          REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE

        


        


        
          	
                  [LOAN
                    NUMBER]

                	
                  [PRE-CUT-OFF
                    DATE ADVANCE AMOUNT]

                


        

        


        


        [PROVIDED
          UPON REQUEST]