Unassociated Document


    


    EXHIBIT
      4.1


     

     

     

    
      

      

    

    


     

    RENAISSANCE
      HOME EQUITY LOAN TRUST 2007-1

     

    Issuer

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

    Indenture
      Trustee

     

    and

     

    


     

    WELLS
      FARGO BANK, N.A.

     

    Securities
      Administrator

     

    


     

    _____________________________

     

    INDENTURE

     

    Dated
      as
      of March 29, 2007

     

    _____________________________

     

    HOME
      EQUITY LOAN ASSET-BACKED NOTES, SERIES 2007-1

     

    ________________

     

    


     

    
      

      

    

     

     

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    Section

    ARTICLE
      I

     

    


     

    DEFINITIONS

     

    Section
      1.01.    Definitions

     

    Section
      1.02.    Incorporation
      by Reference of Trust Indenture Act

     

    Section
      1.03.    Rules
      of
      Construction

     

    ARTICLE
      II

     

    


     

    ORIGINAL
      ISSUANCE OF THE NOTES

     

    Section
      2.01.    Form

     

    Section
      2.02.    Execution,
      Authentication and Delivery

     

    Section
      2.03.     Acceptance
      of Mortgage Loans by Indenture Trustee.

     

    Section
      2.04.    Acceptance
      of the Interest Rate Swap Agreement by Owner Trustee

     

    ARTICLE
      III

     

    


     

    COVENANTS

     

    Section
      3.01.    Collection
      of Payments with respect to the Mortgage Loans; Investment of
      Accounts.

     

    Section
      3.02.    Maintenance
      of Office or Agency

     

    Section
      3.03.    Money
      for
      Payments To Be Held in Trust; Paying Agent

     

    Section
      3.04.    Existence

     

    Section
      3.05.    Payment
      of Principal and Interest.

     

    Section
      3.06.    Protection
      of Collateral.

     

    Section
      3.07.    Opinions
      as
      to Collateral.

     

    Section
      3.08.    Performance
      of Obligations.

     

    Section
      3.09.    Negative
      Covenants

     

    Section
      3.10.    [Reserved.]

     

    Section
      3.11.    [Reserved.]

     

    Section
      3.12.    Representations
      and Warranties Concerning the Mortgage Loans

     

    Section
      3.13.    Amendments
      to
      Servicing Agreement

     

    Section
      3.14.    Servicer
      as
      Agent and Bailee of the Indenture Trustee

     

    Section
      3.15.    Investment
      Company Act

     

    Section
      3.16.    Issuer
      May Consolidate, etc.

     

    Section
      3.17.    Successor
      or
      Transferee.

     

    Section
      3.18.    No
      Other
      Business

     

    Section
      3.19.    No
      Borrowing

     

    Section
      3.20.    Guarantees,
      Loans, Advances and Other Liabilities

     

    Section
      3.21.    Capital
      Expenditures

     

    Section
      3.22.    [Reserved].

     

    Section
      3.23.    Restricted
      Payments

     

    Section
      3.24.    Notice
      of
      Events of Default

     

    Section
      3.25.    Further
      Instruments and Acts

     

    Section
      3.26.    Statements
      to Noteholders

     

    Section
      3.27.    [Reserved].

     

    Section
      3.28.    Certain
      Representations Regarding the Trust.

     

    Section
      3.29.    Allocation
      of
      Realized Losses.

     

    Section
      3.30.    [Reserved].

     

    Section
      3.31.    [Reserved]24

     

    Section
      3.32.    [Reserved]

     

    ARTICLE
      IV

     

    


     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01.    The
      Notes

     

    Section
      4.02.    Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Note
      Registrar and Certificate.

     

    Section
      4.03.    Mutilated,
      Destroyed, Lost or Stolen Notes

     

    Section
      4.04.    Persons
      Deemed Owners

     

    Section
      4.05.    Cancellation

     

    Section
      4.06.    Book-Entry
      Notes.

     

    Section
      4.07.    Notices
      to
      Depository

     

    Section
      4.08.    Definitive
      Notes

     

    Section
      4.09.    Tax
      Treatment

     

    Section
      4.10.    Satisfaction
      and Discharge of Indenture

     

    Section
      4.11.    Application
      of Trust Money

     

    Section
      4.12.    Derivative
      Contracts for Benefit of the Certificates

     

    Section
      4.13.    Repayment
      of
      Monies Held by Paying Agent

     

    Section
      4.14.    Temporary
      Notes

     

    Section
      4.15.    Representation
      Regarding ERISA

     

    Section
      4.16.    Transfer
      Restrictions for Class N Notes.

     

    ARTICLE
      V

     

    


     

    DEFAULT
      AND REMEDIES

     

    Section
      5.01.    Events
      of
      Default

     

    Section
      5.02.    Acceleration
      of Maturity; Rescission and Annulment

     

    Section
      5.03.    Collection
      of
      Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    Section
      5.04.    Remedies;
      Priorities.

     

    Section
      5.05.    Optional
      Preservation of the Collateral

     

    Section
      5.06.    Limitation
      of Suits

     

    Section
      5.07.    Unconditional
      Rights of Noteholders To Receive Principal and Interest.

     

    Section
      5.08.    Restoration
      of Rights and Remedies

     

    Section
      5.09.    Rights
      and Remedies Cumulative

     

    Section
      5.10.    Delay
      or
      Omission Not a Waiver

     

    Section
      5.11.    Control
      By
      Noteholders

     

    Section
      5.12.    Waiver
      of
      Past Defaults

     

    Section
      5.13.    Undertaking
      for Costs

     

    Section
      5.14.    Waiver
      of
      Stay or Extension Laws

     

    Section
      5.15.    Sale
      of
      Trust.

     

    Section
      5.16.    Action
      on
      Notes

     

    Section
      5.17.    Performance
      and Enforcement of Certain Obligations.

     

    ARTICLE
      VI

     

    


     

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    Section
      6.01.    Duties
      of
      Indenture Trustee and the Securities Administrator.

     

    Section
      6.02.    Rights
      of
      Indenture Trustee and Securities Administrator.

     

    Section
      6.03.    Individual
      Rights of Indenture Trustee and Securities Administrator

     

    Section
      6.04.    Indenture
      Trustee’s and Securities Administrator’s Disclaimer

     

    Section
      6.05.    Notice
      of
      Event of Default

     

    Section
      6.06.    Reports
      by
      Securities Administrator to Holders and Tax Administration.

     

    Section
      6.07.    Compensation
      and Indemnity

     

    Section
      6.08.    Replacement
      of Indenture Trustee or Securities Administrator

     

    Section
      6.09.    Successor
      Indenture Trustee or Securities Administrator by Merger

     

    Section
      6.10.    Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

     

    Section
      6.11.    Eligibility;
      Disqualification

     

    Section
      6.12.    Preferential
      Collection of Claims Against Issuer

     

    Section
      6.13.    Representations
      and Warranties

     

    Section
      6.14.    Directions
      to Indenture Trustee and Securities Administrator

     

    Section
      6.15.    The
      Agents

     

    ARTICLE
      VII

     

    


     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01.    Issuer
      To
      Furnish Securities Administrator Names and Addresses of
      Noteholders.

     

    Section
      7.02.    Preservation
      of Information; Communications to Noteholders.

     

    Section
      7.03.    Reports
      of
      Issuer.

     

    Section
      7.04.    Reports
      by
      Securities Administrator

     

    Section
      7.05.    Statements
      to Noteholders.

     

    ARTICLE
      VIII

     

    


     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01.    Collection
      of Money

     

    Section
      8.02.    Trust
      Accounts.

     

    Section
      8.03.    Officer’s
      Certificate

     

    Section
      8.04.    Termination
      Upon Payment to Noteholders

     

    Section
      8.05.    Release
      of Collateral.

     

    Section
      8.06.    Surrender
      of Notes Upon Final Payment

     

    Section
      8.07.    Optional
      Redemption of the Notes.

     

    ARTICLE
      IX

     

    


     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01.    Supplemental
      Indentures Without Consent of Noteholders.

     

    Section
      9.02.    Supplemental
      Indentures With Consent of Noteholders

     

    Section
      9.03.    Execution
      of Supplemental Indentures

     

    Section
      9.04.    Effect
      of
      Supplemental Indenture

     

    Section
      9.05.    Conformity
      with Trust Indenture Act

     

    Section
      9.06.    Reference
      in Notes to Supplemental Indentures

     

    ARTICLE
      X

     

    


     

    MISCELLANEOUS

     

    Section
      10.01.    Compliance
      Certificates and Opinions, etc.

     

    Section
      10.02.    Form
      of
      Documents Delivered to Indenture Trustee

     

    Section
      10.03.    Acts
      of
      Noteholders.

     

    Section
      10.04.    Notices
      etc., to Indenture Trustee, Securities Administrator, Issuer and Rating
      Agencies.

     

    Section
      10.05.    Notices
      to Noteholders; Waiver

     

    Section
      10.06.    Conflict
      with Trust Indenture Act

     

    Section
      10.07.    Effect
      of
      Headings

     

    Section
      10.08.    Successors
      and Assigns

     

    Section
      10.09.    Separability

     

    Section
      10.10.    [Reserved.]

     

    Section
      10.11.    Legal
      Holidays

     

    Section
      10.12.    GOVERNING
      LAW

     

    Section
      10.13.    Counterparts

     

    Section
      10.14.    Recording
      of Indenture

     

    Section
      10.15.    Issuer
      Obligation

     

    Section
      10.16.    No
      Petition

     

    Section
      10.17.    Inspection

     

    Section
      10.18.    No
      Recourse to Owner Trustee

     

    Section
      10.19.    Proofs
      of
      Claim

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBITS

    


    Exhibit
      A-1  Form
      of
      Offered Notes

    Exhibit
      A-2  Form
      of
      Class N Notes

    Exhibit
      B      Mortgage
      Loan Schedule

    Exhibit
      C-1   Form
      of
      Initial Certification

    Exhibit
      C-2   Form
      of
      Final Certification

    Exhibit
      D  Interest
      Rate Swap Agreement

    Exhibit
      E       Form
      of
      Custodial Agreement

    Exhibit
      F-1    Form
      of
      Transferor Certificate for Transfers of Class N Notes

    Exhibit
      F-2    Form
      of
      Transferee Certificate for Transfers of the Class N Notes

                         
      (Including ERISA Certification)

    Exhibit
      G-1    Form
      of
      Transfer Certificate for Transfer from Restricted Global Security to Regulation
      S Global Security

    Exhibit
      G-2    Form
      of
      Transfer Certificate for Transfer from Regulation S Global Security to
      Restricted Global Security

     

    Appendix
      A Definitions

    



    This
      Indenture, dated as of March 29, 2007, is entered into among Renaissance Home
      Equity Loan Trust 2007-1, a Delaware statutory trust, as Issuer (the “Issuer”),
      HSBC Bank USA, National Association, a national banking association, as
      Indenture Trustee (the “Indenture Trustee”) and Wells Fargo Bank, N.A., a
      national banking association, as Securities Administrator (the “Securities
      Administrator”).

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuer’s Home Equity Loan
      Asset-Backed Notes, Series 2007-1 (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee
      for the benefit of the Holders of the Notes, all of the Issuer’s right, title
      and interest in and to whether now existing or hereafter created by (a) the
      Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof
      and
      all rights under the Related Documents; (b) all funds on deposit from time
      to
      time in the Collection Account allocable to the Mortgage Loans excluding any
      investment income from such funds; (c) all funds on deposit from time to time
      in
      the Payment Account and in all proceeds thereof; (d) all rights under (i) the
      Mortgage Loan Sale and Contribution Agreement as assigned to the Issuer, (ii)
      the Servicing Agreement, (iii) any title, hazard and primary insurance policies
      with respect to the Mortgaged Properties and (iv) the rights with respect to
      the
      Interest Rate Swap Agreement and (e) all present and future claims, demands,
      causes and choses in action in respect of any or all of the foregoing and all
      payments on or under, and all proceeds of every kind and nature whatsoever
      in
      respect of, any or all of the foregoing and all payments on or under, and all
      proceeds of every kind and nature whatsoever in the conversion thereof,
      voluntary or involuntary, into cash or other liquid property, all cash proceeds,
      accounts, accounts receivable, notes, drafts, acceptances, checks, deposit
      accounts, rights to payment of any and every kind, and other forms of
      obligations and receivables, instruments and other property which at any time
      constitute all or part of or are included in the proceeds of any of the
      foregoing (collectively, the “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, equally
      and
      ratably without prejudice, priority or distinction, and to secure compliance
      with the provisions of this Indenture, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Notes,
      acknowledges such Grant, accepts the trust under this Indenture in accordance
      with the provisions hereof and agrees to perform its duties as Indenture Trustee
      as required herein.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      I

     

     

    DEFINITIONS

     

    Section
      1.01.  Definitions.
      For all
      purposes of this Indenture, except as otherwise expressly provided herein or
      unless the context otherwise requires, capitalized terms not otherwise defined
      herein shall have the meanings assigned to such terms in the Definitions
      attached hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02.  Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the Trust Indenture Act (the
      “TIA”), the provision is incorporated by reference in and made a part of this
      Indenture. The following TIA terms used in this Indenture have the following
      meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    “obligor”
      on the indenture securities means the Issuer and any other obligor on the
      indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rules and have the
      meanings assigned to them by such definitions.

     

    
      	Section
              1.03.  	
              Rules
                of Construction.
                Unless the context otherwise
                requires:

            


    

     

    (i) a
      term
      has the meaning assigned to it;

     

    (ii) an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii) “or”
is
      not exclusive;

     

    (iv) “including”
      means including without limitation;

     

    (v) words
      in
      the singular include the plural and words in the plural include the singular;
      and

     

    (vi) any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF THE NOTES

     

    Section
      2.01.  Form.
      The
      Notes, together with the Securities Administrator’s certificate of
      authentication, shall be in substantially the form set forth in Exhibit A-1
      and
      Exhibit A-2 to this Indenture, respectively, with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved
      borders).

     

    The
      terms
      of the Notes set forth in Exhibit A-1 and Exhibit A-2 to this Indenture are
      part
      of the terms of this Indenture. To the extent the Notes and the terms of the
      Indenture are inconsistent, the terms of the Indenture shall
      control.

     

    Section
      2.02.  Execution,
      Authentication and Delivery.  The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Notes or did not hold such offices at the
      date of such Notes.

     

    The
      Securities Administrator shall upon Issuer Request authenticate and deliver
      the
      Notes for original issue in an aggregate initial principal amount of
      $946,824,000. The Notes shall have the following Initial Note
      Balances:

     

    
      	
              Class
                AV-1

            	 	
              $

            	
              34,000,000.00

            	 
	
              Class
                AV-2

            	 	
              $

            	
              13,335,000.00

            	 
	
              Class
                AV-3

            	 	
              $

            	
              17,665,000.00

            	 
	
              Class
                AF-1

            	 	
              $

            	
              143,853,000.00

            	 
	
              Class
                AF-1A

            	 	
              $

            	
              97,186,000.00

            	 
	
              Class
                AF-1B

            	 	
              $

            	
              24,296,000.00

            	 
	
              Class
                AF-1Z

            	 	
              $

            	
              24,296,000.00

            	 
	
              Class
                AF-2

            	 	
              $

            	
              58,681,000.00

            	 
	
              Class
                AF-3

            	 	
              $

            	
              170,489,000.00

            	 
	
              Class
                AF-4

            	 	
              $

            	
              40,135,000.00

            	 
	
              Class
                AF-5

            	 	
              $

            	
              69,974,000.00

            	 
	
              Class
                AF-6

            	 	
              $

            	
              77,964,000.00

            	 
	
              Class
                M-1

            	 	
              $

            	
              30,400,000.00

            	 
	
              Class
                M-2

            	 	
              $

            	
              27,075,000.00

            	 
	
              Class
                M-3

            	 	
              $

            	
              16,625,000.00

            	 
	
              Class
                M-4

            	 	
              $

            	
              15,200,000.00

            	 
	
              Class
                M-5

            	 	
              $

            	
              13,300,000.00

            	 
	
              Class
                M-6

            	 	
              $

            	
              11,875,000.00

            	 
	
              Class
                M-7

            	 	
              $

            	
              10,925,000.00

            	 
	
              Class
                M-8

            	 	
              $

            	
              9,500,000.00

            	 
	
              Class
                M-9

            	 	
              $

            	
              9,500,000.00

            	 
	
              Class
                N

            	 	
              $

            	
              30,550,000.00

            	 


    

    


    Each
      of
      the Notes shall be dated the date of its authentication. The Notes shall be
      issuable as registered Notes and the Notes shall be issuable in the minimum
      initial Note Balances of $25,000 and in integral multiples of $1 in excess
      thereof; provided that Offered Notes must be purchased in minimum total
      investments of $100,000 per Class.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Securities Administrator by the manual signature of one of its authorized
      signatories, and such certificate upon any Note shall be conclusive evidence,
      and the only evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    
      	Section
              2.03.  	
              Acceptance
                of Mortgage Loans by Indenture Trustee.

            


    

     

    (a)  The
      Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
      pursuant to the procedures described below, the documents (or certified copies
      thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and
      Contribution Agreement, and declares that it or the Custodian holds and will
      continue to hold those documents and any amendments, replacements or supplements
      thereto and all other assets of the Trust as Indenture Trustee in trust for
      the
      use and benefit of all present and future Holders of the Notes.

     

    On
      the
      Closing Date or no later than the 45th
      day
      following the Closing Date, the Indenture Trustee or the Custodian on behalf
      of
      the Indenture Trustee shall certify to the Seller, the Depositor and the
      Servicer (and the Indenture Trustee if the Custodian is so certifying) that
      it
      has reviewed each Mortgage File and that, as to each Mortgage Loan listed in
      the
      related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
      any
      Mortgage Loan specifically identified in the certification in the form annexed
      hereto as Exhibit C-1 as not covered by such certification), (i) all documents
      constituting part of such Mortgage File required to be delivered to it pursuant
      to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale
      and Contribution Agreement are in its possession, (ii) such documents have
      been
      reviewed by it and appear regular on their face and relate to such Mortgage
      Loan, (iii) based on its examination and only as to the foregoing, the
      information set forth in the Mortgage Loan Schedule which corresponds to items
      (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects
      information set forth in the Mortgage File. If within such 45-day period the
      Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds
      any
      document constituting a part of a Mortgage File not to have been executed or
      received or to be unrelated to the Mortgage Loans identified in said Mortgage
      Loan Schedule or, if in the course of its review, the Indenture Trustee or
      the
      Custodian on behalf of the Indenture Trustee determines that such Mortgage
      File
      is otherwise defective in any material respect, the Indenture Trustee or the
      Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion
      of its review notify the Seller in the form of an exception report and the
      Seller shall have a period of ninety (90) days after such notice within which
      to
      correct or cure any such defect.

     

    On
      the
      360th
      day
      following the Closing Date, the Indenture Trustee or the Custodian on behalf
      of
      the Indenture Trustee shall deliver to the Seller and the Servicer an exception
      report showing the documents outstanding pursuant to Section 2.1(b) of the
      Mortgage Loan Sale and Contribution Agreement along with a final certification
      annexed hereto as Exhibit C-2 updated from the previous certification issued
      in
      the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of
      the
      Indenture Trustee shall also maintain records adequate to determine the date
      on
      which any document required to be delivered to it after such 360th
      day
      following the Closing Date must be delivered to it, and on each such date,
      the
      Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall
      review the related Mortgage File to determine whether such document has, in
      fact, been delivered. After the delivery of the final certification, a form
      of
      which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the
      Custodian on behalf of the Indenture Trustee shall provide to the Servicer
      and
      the Seller (and to the Indenture Trustee if delivered by the Custodian), no
      less
      frequently than monthly, updated exception reports showing the documents
      outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and
      Contribution Agreement until all such exceptions have been eliminated and (ii)
      the Seller shall provide to the Indenture Trustee or the Custodian on behalf
      of
      the Indenture Trustee and the Servicer, no less frequently than monthly, updated
      certifications indicating the then current status of exceptions until all such
      exceptions have been eliminated; provided
      that the
      delivery of the final certification shall not act as a waiver of any of the
      rights the Noteholders may have with respect to such exceptions, and all rights
      are reserved with respect thereto.

     

    Neither
      the Indenture Trustee nor the Custodian makes any representations as to, and
      shall not be responsible to verify, (i) the validity, sufficiency, legality,
      due
      authorization, recordation or genuineness of any document or (ii) the
      collectability, insurability or effectiveness of any of the Mortgage
      Loans.

     

    (b)  Neither
      the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee
      shall
      have any responsibility for reviewing any Mortgage File except as expressly
      provided in Section 2.02. Without limiting the effect of the preceding sentence,
      in reviewing any Mortgage File pursuant to such subsection, neither the
      Indenture Trustee nor the Custodian shall have any responsibility for
      determining whether any document is valid and binding, whether the text of
      any
      assignment or endorsement is in proper or recordable form (except, if
      applicable, to determine if the Indenture Trustee is the assignee or endorsee),
      whether any document has been recorded in accordance with the requirements
      of
      any applicable jurisdiction, or whether a blanket assignment is permitted in
      any
      applicable jurisdiction, but shall only be required to determine whether a
      document has been executed, that it appears to be what it purports to be, and,
      where applicable, that it purports to be recorded, but shall not be required
      to
      determine whether any Person executing any document is authorized to do so
      or
      whether any signature thereon is genuine.

     

    The
      parties hereto 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 by the
      Homeownership and Equity Protection Act of 1994 or any other applicable
      predatory or abusive lending laws.

     

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

     

    Section
      2.04.  Authorization
      to Enter into Interest Rate Swap Agreement.
      The
      Securities Administrator is hereby directed to perform the Owner Trustee’s
      obligations under the Interest Rate Swap Agreement, exercise the rights and
      perform the obligations on behalf of Party B (as defined therein) and not in
      its
      individual capacity. The Issuer and the Holders of the Class N Notes (by
      acceptance of such Notes) acknowledge and agree that (i) the Securities
      Administrator shall perform the Owner Trustee’s obligations under the Interest
      Rate Swap Agreement on behalf of Party B (as defined therein) and (ii) the
      Securities Administrator shall exercise the rights and perform the obligations
      of Party B thereunder, solely in its capacity as Securities Administrator on
      behalf of Party B (as defined therein) and not in its individual
      capacity.

     

    Every
      provision of this Indenture affording protection to the Securities Administrator
      shall apply to the Securities Administrator’s delivery of the Interest Rate Swap
      Agreement and the performance of its duties and satisfaction of its obligations
      thereunder.

     

    


     

    ARTICLE
      III

     

    COVENANTS

     

    
      	Section
              3.01.  	
              Collection
                of Payments with respect to the Mortgage Loans; Investment of
                Accounts. 

            


    

     

    (a)  The
      Securities Administrator shall establish with itself, a separate account (the
      “Payment Account”) titled “HSBC Bank USA, National Association, as Indenture
      Trustee, in trust for the registered holders of Renaissance Home Equity Loan
      Trust 2007-1 Home Equity Loan Asset-Backed Notes, Series 2007-1.” The Payment
      Account shall be an Eligible Account. The Securities Administrator shall deposit
      any amounts representing payments on and any collections in respect of the
      Mortgage Loans received by it immediately following receipt thereof, including,
      without limitation, all amounts withdrawn by the Servicer from the Collection
      Account pursuant to Section 3.03 of the Servicing Agreement for deposit to
      the
      Payment Account. Amounts on deposit in the Payment Account may be invested
      in
      Eligible Investments pursuant to Section 3.01(b). In addition, the Securities
      Administrator shall deposit the Initial Deposit in the Payment Account on the
      Closing Date. Immediately prior to each Payment Date, the Securities
      Administrator shall withdraw from the Payment Account and pay to the Master
      Servicer an amount equal to the Master Servicing Fee for such Payment Date
      and
      any unreimbursed Monthly Advances made by the Master Servicer. The Securities
      Administrator shall make all payments of principal of and interest on the Notes,
      subject to Section 3.03 as provided in Section 3.05 herein from monies on
      deposit in the Payment Account.

     

    (b)  Consistent
      with any requirements of the Code, all or a portion of any Account held by
      the
      Securities Administrator shall be invested and reinvested by the Securities
      Administrator (in the case of the Payment Account) or as directed in writing
      by
      the Servicer (in the case of the Collection Account) or the Seller (in the
      case
      of any other Account) (the applicable Person, the “Directing Party”), in one or
      more Eligible Investments bearing interest or sold at a discount. If the
      applicable Directing Party does not provide investment directions, or if the
      Directing Party is the Servicer and a Servicer Event of Default shall have
      occurred and be continuing, the Securities Administrator shall invest all
      Accounts in Eligible Investments described in paragraph (vi) of the definition
      of Eligible Investments. No such investment in any Account shall mature later
      than the Business Day immediately preceding the next Payment Date (except that
      for any such Account other than the Payment Account (i) if such Eligible
      Investment is an obligation of the Securities Administrator or a money market
      fund for which the Securities Administrator or any Affiliate is the manager
      or
      the advisor, then such Eligible Investment shall mature not later than such
      Payment Date and (ii) any other date may be approved by the Rating
      Agencies).

     

    (c)  If
      any
      amounts are needed for disbursement from any Account held by the Securities
      Administrator and sufficient uninvested funds are not available to make such
      disbursement, the Securities Administrator shall cause to be sold or otherwise
      converted to cash a sufficient amount of the investments in such Account. The
      Securities Administrator shall not be liable for any investment loss or other
      charge resulting therefrom unless the Securities Administrator’s failure to
      perform in accordance with this Section 3.01(c) is the cause of such loss or
      charge.

     

    (d)  Except
      as
      set forth in Section 3.01(g), the Securities Administrator shall not in any
      way
      be held liable by reason of any insufficiency in any Account held by the
      Securities Administrator resulting from any investment loss on any Eligible
      Investment included therein (except to the extent that the Securities
      Administrator is the obligor and has defaulted thereon or as provided in
      subsection (c) of this Section 3.01).

     

    (e)  The
      Securities Administrator shall invest and reinvest funds in the Accounts held
      by
      the Securities Administrator, to the fullest extent practicable, in such manner
      as the applicable Directing Party shall from time to time direct as set forth
      in
      Section 3.01(b), but only in one or more Eligible Investments.

     

    (f)  So
      long
      as no Servicer Event of Default shall have occurred and be continuing, all
      net
      income and gain realized from investment of, and all earnings on, funds
      deposited in the Collection Account shall be for the benefit of the Servicer
      as
      Servicing Compensation (in addition to the Servicing Fee), and shall be subject
      to withdrawal on or before the first Business Day of the month following the
      month in which such income or gain is received. The Servicer shall deposit
      in
      the Collection Account, the amount of any loss incurred in respect of any
      Eligible Investment held therein which is in excess of the income and gain
      thereon immediately upon realization of such loss, without any right to
      reimbursement therefore from its own funds.

     

    (g)  All
      net
      income and gain realized from investment of, and all earnings on, funds
      deposited in the Collection Account shall be for the benefit of the Servicer
      for
      the period from the date of deposit to the Deposit Date, as Servicing
      Compensation in addition to the Servicing Fee. All net income and gain realized
      from investment of, and all earnings on, funds deposited in the Payment Account
      shall be for the benefit of the Securities Administrator for the period from
      the
      Deposit Date to the Payment Date, as compensation. Any such income shall be
      subject to withdrawal on or before the first Business Day of the month following
      the month in which such income or gain is received. The Securities Administrator
      shall deposit in the Payment Account from its own funds the amount of any loss
      incurred in respect of any Eligible Investment held therein which is in excess
      of the income and gain thereon payable to Securities Administrator immediately
      upon the realization of such loss, without any right to reimbursement
      therefor.

     

    Section
      3.02.  Maintenance
      of Office or Agency.
      The
      Issuer will maintain an office or agency where, subject to satisfaction of
      conditions set forth herein, Notes may be surrendered for registration of
      transfer or exchange, and where notices and demands to or upon the Issuer in
      respect of the Notes and this Indenture may be served. The Issuer hereby
      initially appoints the Securities Administrator to serve as its agent for the
      foregoing purposes. If at any time the Issuer shall fail to maintain any such
      office or agency or shall fail to furnish the Indenture Trustee with the address
      thereof, such surrenders may be made at the office designated by the Securities
      Administrator for such purpose.

     

    Section
      3.03.  Money
      for Payments To Be Held in Trust; Paying Agent.
      As
      provided in Section 3.01, all payments of amounts due and payable with respect
      to any Notes that are to be made from amounts withdrawn from the Payment Account
      pursuant to Section 3.01 shall be made on behalf of the Issuer by the Securities
      Administrator or by the Paying Agent, and no amounts so withdrawn from the
      Payment Account for payments of Notes shall be paid over to the Issuer except
      as
      provided in this Section 3.03. The Issuer hereby appoints the Securities
      Administrator as its Paying Agent.

     

    The
      Securities Administrator will cause each Paying Agent other than the Securities
      Administrator to execute and deliver to the Securities Administrator an
      instrument in which such Paying Agent shall agree with the Securities
      Administrator (and if the Securities Administrator acts as Paying Agent it
      hereby so agrees), subject to the provisions of this Section 3.03, that such
      Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Notes in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

     

    (ii)  give
      the
      Securities Administrator notice of any default by the Issuer of which it has
      actual knowledge in the making of any payment required to be made with respect
      to the Notes;

     

    (iii)  at
      any
      time during the continuance of any default described in (ii) above, upon the
      written request of the Securities Administrator, forthwith pay to the Securities
      Administrator all sums so held in trust by such Paying Agent;

     

    (iv)  immediately
      resign as Paying Agent and forthwith pay to the Securities Administrator all
      sums held by it in trust for the payment of Notes if at any time it ceases
      to
      meet the standards required to be met by a Paying Agent at the time of its
      appointment;

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith; and

     

    (vi)  not
      commence a bankruptcy proceeding against the Issuer in connection with this
      Indenture.

     

    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Request direct
      any Paying Agent to pay to the Securities Administrator all sums held in trust
      by such Paying Agent, such sums to be held by the Securities Administrator
      upon
      the same trusts as those upon which the sums were held by such Paying Agent;
      and
      upon such payment by any Paying Agent to the Securities Administrator, such
      Paying Agent shall be released from all further liability with respect to such
      money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Securities Administrator or any Paying Agent in trust for the payment of any
      amount due with respect to any Note and remaining unclaimed for one year after
      such amount has become due and payable shall be discharged from such trust
      and
      be paid to the Issuer on Issuer Request; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Issuer for
      payment thereof (but only to the extent of the amounts so paid to the Issuer),
      and all liability of the Securities Administrator or such Paying Agent with
      respect to such trust money shall thereupon cease; provided,
      however,
      that the
      Securities Administrator or such Paying Agent, before being required to make
      any
      such repayment, shall at the expense and direction of the Issuer cause to be
      published once, in an Authorized Newspaper published in the English language,
      notice that such money remains unclaimed and that, after a date specified
      therein which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the Issuer.
      The Securities Administrator may also adopt and employ, at the expense and
      direction of the Issuer, any other reasonable means of notification of such
      repayment (including, but not limited to, mailing notice of such repayment
      to
      Holders whose Notes have been called but have not been surrendered for
      redemption or whose right to or interest in monies due and payable but not
      claimed is determinable from the records of the Securities Administrator or
      of
      any Paying Agent, at the last address of record for each such
      Holder).

     

    Section
      3.04.  Existence.
      The
      Issuer will keep in full effect its existence, rights and franchises as a
      statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuer hereunder is or becomes, organized under the laws of any
      other state or of the United States of America, in which case the Issuer will
      keep in full effect its existence, rights and franchises under the laws of
      such
      other jurisdiction) and will obtain and preserve its qualification to do
      business in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Mortgage Loans and each other instrument or agreement included in
      the
      Trust.

     

    
      	Section
              3.05.  	
              Payment
                of Principal and Interest.

            


    

     

    (a)  On
      each
      Payment Date from amounts on deposit in the Payment Account in accordance with
      Section 8.02 hereof, the Securities Administrator shall pay (i) to the Swap
      Provider, any Net Swap Payment or Swap Termination Payment (other than any
      Swap
      Termination Payment resulting from a Swap Provider Trigger Event) owed to the
      Swap Provider and (ii) to the Persons specified below, to the extent provided
      therein, the Available Funds for such Payment Date.

     

    (b)  On
      each
      Payment Date the Securities Administrator shall withdraw from the Payment
      Account the Available Funds and apply such amount in the following order of
      priority, in each case, to the extent of the funds remaining:

     

    (i)  With
      respect to funds in the Payment Account received with respect to the Group
      I
      Mortgage Loans

     

    
      	(1)  	
              Concurrently,
                to each Class of Group I Notes, pro
                rata
                based on amounts due,
                the related Class Interest Payment for the applicable Payment
                Date.

            


    

     

    
      	(2)  	
              For
                payment pursuant to Section 3.05(b)(iii) below, any remaining
                amounts.

            


    

     

    (ii)  With
      respect to funds in the Payment Account received with respect to the Group
      II
      Mortgage Loans

     

    
      	(1)  	
              Concurrently,
                to each Class of Group II Notes, pro
                rata
                based on amounts due, the related Class Interest Payment for the
                applicable Payment Date.

            


    

     

    
      	(2)  	
              For
                payment pursuant to Section 3.05(b)(iii) below, any remaining
                amounts.

            


    

     

    (iii)  With
      respect to any remaining funds in the Payment Account after payments made
      pursuant to Sections 3.05(b)(i) and 3.05(b)(ii) above

     

    
      	(1)  	
              Concurrently,
                to the Senior Notes, to the extent not paid pursuant to Sections
                3.05(b)(i) and 3.05(b)(ii) above on the applicable Payment Date,
                pro
                rata
                based on amounts due, the related Class Interest Payment for the
                applicable Payment Date; then

            


    

     

    
      	(2)  	
              Sequentially,
                first to the Class M-1 Notes, second to the Class M-2 Notes, third
                to the
                Class M-3 Notes, fourth to the Class M-4 Notes, fifth to the Class
                M-5
                Notes, sixth to the Class M-6 Notes, seventh to the Class M-7 Notes,
                eighth to the Class M-8 Notes and ninth to the Class M-9 Notes, the
                related Class Monthly Interest Amount for the applicable Payment
                Date;
                then

            


    

     

    
      	(3)  	
              To
                the Senior Notes, the Senior Principal Payment Amount for the applicable
                Payment Date, excluding any Subordination Increase Amount included
                in that
                amount, concurrently as follows:

            


    

     

    (a) To
      the
      Group I Notes, the Group I Principal Payment Amount, sequentially, to the Class
      AV-1, Class AV-2 and Class AV-3 Notes, in that order, until the respective
      Class
      Note Balances of such Classes have been reduced to zero; provided, however,
      on
      any Payment Date on which the aggregate Note Balance of the Mezzanine Notes
      has
      been reduced to zero, principal payments to the Group I Notes will be made
      on a
pro
      rata
      basis
      based on the Class Note Balance of each such Class; and

     

    (b) To
      the
      Group II Notes, the Group II Principal Payment Amount, first to the Class AF-6
      Notes, an amount equal to the Class AF-6 Lockout Payment Amount, second,
      sequentially, to the Class AF-1, Class AF-1A, Class AF-1B and Class AF-1Z Notes
      (in the order of priority set forth in Section 3.05(d)), and third, sequentially
      to the Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Notes,
      in
      that order, until the respective Class Note Balances of such Classes have been
      reduced to zero; provided, however, except as described in Section 3.05(d)
      below, on any Payment Date on which the aggregate Note Balance of the Mezzanine
      Notes has been reduced to zero, principal payments to the Group II Notes will
      be
      made on a pro
      rata
      basis
      based on the Class Note Balance of each such Class; then

     

    
      	(4)  	
              To
                the Class M-1 Notes, the Class M-1 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(5)  	
              To
                the Class M-2 Notes, the Class M-2 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(6)  	
              To
                the Class M-3 Notes, the Class M-3 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(7)  	
              To
                the Class M-4 Notes, the Class M-4 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(8)  	
              To
                the Class M-5 Notes, the Class M-5 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(9)  	
              To
                the Class M-6 Notes, the Class M-6 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(10)  	
              To
                the Class M-7 Notes, the Class M-7 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(11)  	
              To
                the Class M-8 Notes, the Class M-8 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then 

            


    

     

    
      	(12)  	
              To
                the Class M-9 Notes, the Class M-9 Principal Payment Amount for the
                applicable Payment Date, excluding any Subordination Increase Amount
                included in that amount; then

            


    

     

    
      	(13)  	
              To
                the Offered Notes, the Subordination Increase Amount for the applicable
                Payment Date, allocated in the same order of priority set forth in
                clause
                (3) and clauses (4) through (12) of this Section 3.05(b)(iii);
                then

            


    

     

    
      	(14)  	
              Sequentially,
                first to the Class M-1 Notes, second to the Class M-2 Notes, third
                to the
                Class M-3 Notes, fourth to the Class M-4 Notes, fifth to the Class
                M-5
                Notes, sixth to the Class M-6 Notes, seventh to the Class M-7 Notes,
                eighth to the Class M-8 Notes and ninth to the Class M-9 Notes, (a)
                any
                related Class Interest Carryover Shortfall, then (b) any related
                Class
                Principal Carryover Shortfall and then (c) any interest accrued on
                any
                related Class Principal Carryover Shortfall.;
                then

            


    

     

    
      	(15)  	
              To
                the Group I Notes in the order and priority described in
                Section 3.05(c), any Group I Basis Risk Shortfall Amount,
                then

            


    

     

    
      	(16)  	
              to
                the Class N Notes, the Class N Interest Payment Amount for the related
                Interest Period; then

            


    

     

    
      	(17)  	
              to
                the Class N Notes, the Class N Principal Payment Amount, if any,
                until
                such Note Balance is reduced to zero;
                then

            


    

     

    
      	(18)  	
              to
                the Swap Provider, any Swap Termination Payments resulting from a
                Swap
                Provider Trigger Event; and then

            


    

     

    
      	(19)  	
              to
                the Owner Trustee, any fees, expenses and indemnities not otherwise
                paid
                and then, to the Holders of the Certificates, any remaining
                amounts.

            


    

     

    On
      each
      Payment Date, the Class Interest Payment for each Class of Senior Notes in
      a
      Note Group will be paid on an equal priority within such Note
      Group.

     

    On
      each
      Payment Date, all amounts representing Prepayment Charges in respect of the
      Mortgage Loans received during the related Prepayment Period will be withdrawn
      from the Payment Account and paid by the Securities Administrator to the Holders
      of the Class N Notes and shall not be available for payment to the Holders
      of
      any Class of Offered Notes.

     

    (c)  On
      each
      Payment Date, after making the payments of the Available Funds as set forth
      above, the Securities Administrator will determine the amount of any Basis
      Risk
      Shortfalls with respect to the Offered Notes for such Payment Date and pay
      to
      the Group I Notes, pro
      rata
      based on
      amounts due, the related Basis Risk Shortfall Amount from payments made pursuant
      to Section 3.05(b)(iii)(15) above.

     

    (d)  All
      principal allocated to the Class AF-1, Class AF-1A, Class AF-1B and Class AF-1Z
      Notes will be made concurrently on a pro
      rata
      basis
      based on the Class Note Balance of each such Class; provided,
      however,
      on any
      Payment Date on which the aggregate Class Note Balance of the Class M Notes
      has
      been reduced to zero, principal payments to the Class AF-1, Class AF-1A, Class
      AF-1B and Class AF-1Z Notes will be made as set forth above, except that
      principal payments that would otherwise be paid to the Class AF-1B Notes will
      instead be paid first to the AF-1A Notes, until the Class Note Balance of the
      Class AF-1A Notes has been reduced to zero, and then to the AF-1B Notes until
      the Class Note Balance of the Class AF-1B Notes has been reduced to zero.


     

    (e)  The
      Securities Administrator shall make payments in respect of a Payment Date to
      each Noteholder of record on the related Record Date (other than as provided
      in
      Section 8.07 respecting the final payment), by check or money order mailed
      to
      such Noteholder at the address appearing in the Note Register, or, upon written
      request by a Holder of a Note delivered to the Securities Administrator at
      least
      five Business Days prior to the related Payment Date, by wire transfer or
      otherwise, or, if not, by check or money order to such Noteholder at the address
      appearing in the Note Register. Payments among Noteholders of a Class shall
      be
      made in proportion to the Percentage Interests evidenced by the Notes of such
      Class held by such Noteholders.

     

    (f)  Each
      payment with respect to a Book-Entry Note shall be paid to the Depository,
      as
      Holder thereof, and the Depository shall be responsible for crediting the amount
      of such payment to the accounts of its Depository Participants in accordance
      with its normal procedures. Each Depository Participant shall be responsible
      for
      disbursing such payment to the Note 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 Note Owners that it represents. None
      of
      the Securities Administrator, the Indenture Trustee, the Note Registrar, the
      Paying Agent, the Depositor, the Servicer or the Master Servicer shall have
      any
      responsibility therefor except as otherwise provided by this Indenture or
      applicable law.

     

    (g)  On
      each
      Payment Date, the Certificate Paying Agent shall deposit in the Certificate
      Distribution Account all amounts it received pursuant to this Section 3.05
      for
      the purpose of distributing such funds pursuant to the Trust
      Agreement.

     

    (h)  The
      principal of each Note shall be due and payable in full on the Final Stated
      Maturity Date for such Note as provided in the forms of Notes set forth in
      Exhibit A-1 and Exhibit A-2 to this Indenture. All principal payments on the
      Notes shall be made to the Noteholders entitled thereto in accordance with
      the
      Percentage Interests represented by such Notes. The Securities Administrator
      shall notify the Person in whose name a Note is registered at the close of
      business on the Record Date preceding the Final Stated Maturity Date or other
      final Payment Date (including any final Payment Date resulting from any
      redemption pursuant to Section 8.07 hereof). Such notice shall to the extent
      practicable be mailed no later than five Business Days prior to such Final
      Stated Maturity Date or other final Payment Date and shall specify that payment
      of the principal amount and any interest due with respect to such Note at the
      Final Stated Maturity Date or other final Payment Date will be payable only
      upon
      presentation and surrender of such Note and shall specify the place where such
      Note may be presented and surrendered for such final payment. No interest shall
      accrue on the Notes on or after the Final Stated Maturity Date or any such
      other
      final Payment Date.

     

    
      	Section
              3.06.  	
              Protection
                of Collateral.

            


    

     

    (a)  The
      Issuer will from time to time prepare, execute and deliver all such supplements
      and amendments hereto and all such financing statements, continuation
      statements, instruments of further assurance and other instruments, and will
      take such other action necessary or advisable to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)  cause
      the
      Issuer, the Servicer or the Master Servicer to enforce any of the rights to
      the
      Mortgage Loans; or

     

    (iv)  preserve
      and defend title to the Trust and the rights of the Indenture Trustee and the
      Noteholders in the Trust against the claims of all persons and
      parties.

     

    (b)  Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      any
      portion of the Trust that consists of money or is evidenced by an instrument,
      certificate or other writing from the jurisdiction in which it was held at
      the
      date of the most recent Opinion of Counsel delivered pursuant to Section 3.07
      hereof (or from the jurisdiction in which it was held as described in the
      Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a)
      hereof), or if no Opinion of Counsel has yet been delivered pursuant to Section
      3.07(b) hereof, unless the Indenture Trustee shall have first received an
      Opinion of Counsel to the effect that the lien and security interest created
      by
      this Indenture with respect to such property will continue to be maintained
      after giving effect to such action or actions.

     

    The
      Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
      to
      sign any financing statement, continuation statement or other instrument
      required to be signed pursuant to this Section 3.06 upon the Issuer’s
      preparation thereof and delivery to the Indenture Trustee.

     

    
      	Section
              3.07.  	
              Opinions
                as to Collateral.

            


    

     

    (a) On
      the
      Closing Date, the Issuer shall furnish to the Indenture Trustee, the Securities
      Administrator and the Owner Trustee an Opinion of Counsel either stating that,
      in the opinion of such counsel, such action has been taken with respect to
      the
      recording and filing of this Indenture, any indentures supplemental hereto,
      and
      any other requisite documents, and with respect to the execution and filing
      of
      any financing statements and continuation statements, as are necessary to
      perfect and make effective the lien and first priority security interest in
      the
      Collateral and reciting the details of such action, or stating that, in the
      opinion of such counsel, no such action is necessary to make such lien and
      first
      priority security interest effective.

     

    (b) On
      or
      before April 15th
      in each
      calendar year, beginning in 2008, the Issuer shall furnish to the Indenture
      Trustee and the Securities Administrator an Opinion of Counsel at the expense
      of
      the Issuer either stating that, in the opinion of such counsel, such action
      has
      been taken with respect to the recording, filing, re-recording and re-filing
      of
      this Indenture, any indentures supplemental hereto and any other requisite
      documents and with respect to the execution and filing of any financing
      statements and continuation statements as is necessary to maintain the lien
      and
      first priority security interest in the Collateral and reciting the details
      of
      such action or stating that in the opinion of such counsel no such action is
      necessary to maintain such lien and security interest. Such Opinion of Counsel
      shall also describe the recording, filing, re-recording and re-filing of this
      Indenture, any indentures supplemental hereto and any other requisite documents
      and the execution and filing of any financing statements and continuation
      statements that will, in the opinion of such counsel, be required to maintain
      the lien and security interest in the Collateral until December 31st
      in the
      following calendar year.

     

    
      	Section
              3.08.  	
              Performance
                of Obligations.

            


    

     

    The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Collateral.

     

    The
      Issuer may contract with other Persons to assist it in performing its duties
      under this Indenture, and any performance of such duties by a Person identified
      to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be
      deemed to be action taken by the Issuer.

     

    The
      Issuer will not take any action or permit any action to be taken by others
      which
      would release any Person from any of such Person’s covenants or obligations
      under any of the documents relating to the Mortgage Loans or under any
      instrument included in the Collateral, or which would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any of the documents relating to the Mortgage
      Loans or any such instrument, except such actions as the Servicer or the Master
      Servicer is expressly permitted to take in the Servicing Agreement. The
      Indenture Trustee and the Securities Administrator may exercise the rights
      of
      the Issuer to direct the actions of the Servicer and/or the Master Servicer
      pursuant to the Servicing Agreement.

     

    The
      Issuer may retain an administrator and may enter into contracts with other
      Persons for the performance of the Issuer’s obligations hereunder, and
      performance of such obligations by such Persons shall be deemed to be
      performance of such obligations by the Issuer.

     

    
      	Section
              3.09.  	
              Negative
                Covenants.  So
                long as any Notes are Outstanding, the Issuer shall
                not:

            


    

     

    (i)  except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust, unless directed to do so by the Indenture
      Trustee;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust;

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust or
      any
      part thereof or any interest therein or the proceeds thereof or (C) permit
      the
      lien of this Indenture not to constitute a valid first priority security
      interest in the Trust; or

     

    (iv)  waive
      or
      impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
      to be impaired the Issuer’s interest in the Mortgage Loans, the Mortgage Loan
      Sale and Contribution Agreement or in any Basic Document, if any such action
      would materially and adversely affect the interests of the
      Noteholders.

     

    
      	Section
              3.10.  	
              [Reserved.]

            


    

     

    
      	Section
              3.11.  	
              [Reserved.]

            


    

     

           
      Section 3.12.  Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by the Seller and the Originator in the
      Mortgage Loan Sale and Contribution Agreement concerning the Seller and the
      Mortgage Loans to the same extent as though such representations and warranties
      were made directly to the Indenture Trustee. If a Responsible Officer of the
      Indenture Trustee or the Securities Administrator has actual knowledge of any
      breach of any representation or warranty made by the Seller or the Originator
      in
      the Mortgage Loan Sale and Contribution Agreement, the Indenture Trustee or
      the
      Securities Administrator shall promptly notify the Seller or the Originator,
      as
      applicable, of such finding and the Seller’s or the Originator’s obligation to
      cure such defect or repurchase or substitute for the related Mortgage
      Loan.

     

           
      Section 3.13.  Amendments
      to Servicing Agreement.
      The
      Issuer covenants with the Indenture Trustee and the Securities Administrator
      that it will not enter into any amendment or supplement to the Servicing
      Agreement without the prior written consent of the Indenture Trustee and the
      Securities Administrator.

     

           
      Section 3.14.  Servicer
      as Agent and Bailee of the Indenture Trustee.
      Solely
      for purposes of perfection under Section 9-305 of the UCC or other similar
      applicable law, rule or regulation of the state in which such property is held
      by the Servicer, the Issuer, the Indenture Trustee and the Securities
      Administrator hereby acknowledge that the Servicer is acting as bailee of the
      Indenture Trustee in holding amounts on deposit in the Collection Account,
      as
      well as its bailee in holding any Related Documents released to the Servicer,
      and any other items constituting a part of the Trust which from time to time
      come into the possession of the Servicer. It is intended that, by the Servicer’s
      acceptance of such bailee arrangement, the Indenture Trustee, as a secured
      party
      of the Mortgage Loans, will be deemed to have possession of such Related
      Documents, such monies and such other items for purposes of Section 9-305 of
      the
      UCC of the state in which such property is held by the Servicer. Neither the
      Indenture Trustee nor the Securities Administrator shall be liable with respect
      to such documents, monies or items while in possession of the
      Servicer.

     

           
      Section 3.15.  Investment
      Company Act.
      The
      Issuer shall not become an “investment company” or be under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of
      1940, as amended (or any successor or amendatory statute), and the rules and
      regulations thereunder (taking into account not only the general definition
      of
      the term “investment company” but also any available exceptions to such general
      definition); provided,
      however,
      that the
      Issuer shall be in compliance with this Section 3.15 if it shall have obtained
      an order exempting it from regulation as an “investment company” so long as it
      is in compliance with the conditions imposed in such order.

     

    
      	Section
              3.16.  	
              Issuer
                May Consolidate, etc.

            


    

     

    (a)  The
      Issuer shall not consolidate or merge with or into any other Person,
      unless:

     

    (i)  the
      Person (if other than the Issuer) formed by or surviving such consolidation
      or
      merger shall be a Person organized and existing under the laws of the United
      States of America or any state or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Indenture Trustee and the Securities Administrator, in form reasonably
      satisfactory to the Indenture Trustee and the Securities Administrator, the
      due
      and punctual payment of the principal of and interest on all Notes, and all
      other amounts payable to the Indenture Trustee and the Securities Administrator,
      the payment to the Certificate Paying Agent of all amounts due to the
      Certificateholders, and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuer to be performed or
      observed, all as provided herein;

     

    (ii)  immediately
      after giving effect to such transaction, no Event of Default shall have occurred
      and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuer that such transaction shall
      not
      cause the rating of the Notes to be reduced, suspended or withdrawn or to be
      considered by either Rating Agency to be below investment grade;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      a
      copy thereof to the Indenture Trustee and the Securities Administrator) to
      the
      effect that such transaction will not (A) result in a “substantial modification”
of the Notes under Treasury Regulation Section 1.1001-3, or adversely affect
      the
      status of the Notes as indebtedness for federal income tax purposes, or (B)
      if
      100% of the Certificates are not owned by the Seller, cause the Trust to be
      subject to an entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee and the Securities
      Administrator an Officer’s Certificate and an Opinion of Counsel each stating
      that such consolidation or merger and such supplemental indenture comply with
      this Article III and that all conditions precedent herein provided for or
      relating to such transaction have been complied with (including any filing
      required by the Exchange Act), and that such supplemental indenture is
      enforceable.

     

    (b)  The
      Issuer shall not convey or transfer any of its properties or assets, including
      those included in the Collateral, to any Person, unless:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer, the conveyance or transfer of which is hereby restricted, shall (A)
      be a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any state thereof, (B) expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Indenture Trustee
      and the Securities Administrator, in form satisfactory to the Indenture Trustee
      and the Securities Administrator, the due and punctual payment of the principal
      of and interest on all Notes and the performance or observance of every
      agreement and covenant of this Indenture on the part of the Issuer to be
      performed or observed, all as provided herein, (C) expressly agree by means
      of
      such supplemental indenture that all right, title and interest so conveyed
      or
      transferred shall be subject and subordinate to the rights of the Holders of
      the
      Notes, (D) unless otherwise provided in such supplemental indenture, expressly
      agree to indemnify, defend and hold harmless the Issuer, the Indenture Trustee
      and the Securities Administrator against and from any loss, liability or expense
      arising under or related to this Indenture and the Notes and (E) expressly
      agree
      by means of such supplemental indenture that such Person (or if a group of
      Persons, then one specified Person) shall make all filings with the Commission
      (and any other appropriate Person) required by the Exchange Act in connection
      with the Notes;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuer that such transaction shall
      not
      cause the rating of the Notes to be reduced, suspended or
      withdrawn;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      a
      copy thereof to the Indenture Trustee and the Securities Administrator) to
      the
      effect that such transaction will not (A) result in a “substantial modification”
of the Notes under Treasury Regulation Section 1.1001-3, or adversely affect
      the
      status of the Notes as indebtedness for federal income tax purposes, or (B)
      if
      100% of the Certificates are not owned by the Seller, cause the Trust to be
      subject to an entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee and the Securities
      Administrator an Officer’s Certificate and an Opinion of Counsel each stating
      that such conveyance or transfer and such supplemental indenture comply with
      this Article III and that all conditions precedent herein provided for relating
      to such transaction have been complied with (including any filing required
      by
      the Exchange Act).

     

    
      	Section
              3.17.  	
              Successor
                or Transferee.

            


    

     

    (a)  Upon
      any
      consolidation or merger of the Issuer in accordance with Section 3.16(a), the
      Person formed by or surviving such consolidation or merger (if other than the
      Issuer) shall succeed to, and be substituted for, and may exercise every right
      and power of, the Issuer under this Indenture with the same effect as if such
      Person had been named as the Issuer herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section 3.16(b), the Issuer will be released from every covenant and
      agreement of this Indenture to be observed or performed on the part of the
      Issuer with respect to the Notes immediately upon the delivery of written notice
      to the Indenture Trustee and the Securities Administrator of such conveyance
      or
      transfer.

     

           
      Section 3.18.  No
      Other Business.
      The
      Issuer shall not engage in any business other than financing, purchasing, owning
      and selling and managing the Mortgage Loans and the issuance of the Notes and
      Certificates in the manner contemplated by this Indenture and the Basic
      Documents and all activities incidental thereto.

     

           
      Section 3.19.  No
      Borrowing.
      The
      Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any indebtedness except for the Notes under this
      Indenture.

     

           
      Section 3.20.  Guarantees,
      Loans, Advances and Other Liabilities.  Except
      as contemplated by this Indenture or the Basic Documents, the Issuer shall
      not
      make any loan or advance or credit to, or guarantee (directly or indirectly
      or
      by an instrument having the effect of assuring another’s payment or performance
      on any obligation or capability of so doing or otherwise), endorse or otherwise
      become contingently liable, directly or indirectly, in connection with the
      obligations, stocks or dividends of, or own, purchase, repurchase or acquire
      (or
      agree contingently to do so) any stock, obligations, assets or securities of,
      or
      any other interest in, or make any capital contribution to, any other
      Person.

     

           
      Section 3.21.  Capital
      Expenditures.
      The
      Issuer shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty).

     

    
      	Section
              3.22.  	
              Reserved.

            


    

     

           
      Section 3.23.  Restricted
      Payments.
      The
      Issuer shall not, directly or indirectly, (i) pay any dividend or make any
      distribution (by reduction of capital or otherwise), whether in cash, property,
      securities or a combination thereof, to the Owner Trustee or any owner of a
      beneficial interest in the Issuer or otherwise with respect to any ownership
      or
      equity interest or security in or of the Issuer, (ii) redeem, purchase, retire
      or otherwise acquire for value any such ownership or equity interest or security
      or (iii) set aside or otherwise segregate any amounts for any such purpose;
      provided,
      however,
      that the
      Issuer may make, or cause to be made, (x) distributions and payments to the
      Owner Trustee, the Indenture Trustee, the Securities Administrator, Noteholders
      and the Certificateholders as contemplated by, and to the extent funds are
      available for such purpose under this Indenture and the Trust Agreement and
      (y)
      payments to the Servicer or the Master Servicer pursuant to the terms of the
      Servicing Agreement. The Issuer will not, directly or indirectly, make payments
      to or distributions from the Collection Account except in accordance with this
      Indenture and the Basic Documents.

     

           
      Section 3.24.  Notice
      of Events of Default.
      The
      Issuer shall give the Indenture Trustee, the Securities Administrator and the
      Rating Agencies prompt written notice of each Event of Default hereunder and
      under the Trust Agreement.

     

           
      Section 3.25.  Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee or the Securities Administrator, the Issuer
      will execute and deliver such further instruments and do such further acts
      as
      may be reasonably necessary or proper to carry out more effectively the purpose
      of this Indenture.

     

           
      Section 3.26.  Statements
      to Noteholders.
      On each
      Payment Date, the Securities Administrator and the Certificate Registrar shall
      prepare and make available on the Securities Administrator’s website,
      https://www.ctslink.com (or deliver at the recipient’s option), to each
      Noteholder and Certificateholder the most recent statement prepared by the
      Securities Administrator pursuant to Section 7.05 hereof.

     

    
      	Section
              3.27.  	
              [Reserved].

            


    

     

    
      	Section
              3.28.  	
              Certain
                Representations Regarding the Trust.

            


    

     

    (a)  With
      respect to that portion of the Collateral described in clauses (a) through
      (d)
      of the definition of Collateral, the Issuer represents to the Indenture Trustee
      and the Securities Administrator that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuer.

     

    (ii)  The
      Collateral constitutes “deposit accounts” or “instruments,” as applicable,
      within the meaning of the applicable UCC.

     

    (iii)  The
      Issuer owns and has good and marketable title to the Collateral, free and clear
      of any lien, claim or encumbrance of any Person.

     

    (iv)  The
      Issuer has taken all steps necessary to cause the Indenture Trustee to become
      the account holder of the Collateral.

     

    (v)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuer has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Collateral.

     

    (vi)  The
      Collateral is not in the name of any Person other than the Issuer or the
      Indenture Trustee. The Issuer has not consented to the bank maintaining the
      Collateral to comply with instructions of any Person other than the Indenture
      Trustee.

     

    (b)  With
      respect to that portion of the Collateral described in clause (e), the Issuer
      represents to the Indenture Trustee and the Securities Administrator
      that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuer.

     

    (ii)  The
      Collateral constitutes “general intangibles” within the meaning of the
      applicable UCC.

     

    (iii)  The
      Issuer owns and has good and marketable title to the Collateral, free and clear
      of any lien, claim or encumbrance of any Person.

     

    (iv)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuer has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Collateral.

     

    (c)  With
      respect to any Collateral in which a security interest may be perfected by
      filing, the Issuer has not authorized the filing of, and is not aware of any
      financing statements against, the Issuer, that include a description of
      collateral covering such Collateral, other than any financing statement relating
      to the security interest granted to the Indenture Trustee hereunder or that
      has
      been terminated. The Issuer is not aware of any judgment or tax lien filings
      against the Issuer.

     

    (d)  The
      Issuer has caused or will have caused, within ten days, the filing of all
      appropriate financing statements in the proper filing office in the appropriate
      jurisdictions under applicable law in order to perfect the security interest
      in
      all Collateral granted to the Indenture Trustee hereunder in which a security
      interest may be perfected by filing and the Issuer will cause such security
      interest to be maintained. Any financing statement that is filed in connection
      with this Section 3.28 shall contain a statement that a purchase or security
      interest in any collateral described therein will violate the rights of the
      secured party named in such financing statement.

     

    (e)  The
      foregoing representations may not be waived and shall survive the issuance
      of
      the Notes.

     

    
      	Section
              3.29.  	
              Allocation
                of Realized Losses.

            


    

     

    (a)  On
      each
      Payment Date, the Securities Administrator shall determine the total of the
      Applied Realized Loss Amounts for such Payment Date. The Applied Realized Loss
      Amount for any Payment Date shall be applied by reducing the Class Note Balance
      of each Class of Mezzanine Notes beginning with the Class of Mezzanine Notes
      then outstanding with the lowest relative payment priority, in each case until
      the respective Class Note Balance thereof is reduced to zero. Any Applied
      Realized Loss Amount allocated to a related Class of Mezzanine Notes shall
      be
      allocated among the Mezzanine Notes of such Class in proportion to their
      respective Percentage Interests.

     

    (b)  With
      respect to any Class of Mezzanine Notes to which an Applied Realized Loss Amount
      has been allocated (including any such Class for which the related Class Note
      Balance has been reduced to zero), the Class Note Balance of such Class will
      be
      increased up to the amount of Recoveries for such Payment Date, beginning with
      the Class of Mezzanine Notes with the highest relative payment priority, up
      to
      the amount of Applied Realized Loss Amounts previously allocated to reduce
      such
      Class Note Balance. Any increase to the Class Note Balance of a Class of
      Mezzanine Notes shall increase the Note Balance of the related Class
pro
      rata
      in
      accordance with each Percentage Interest.

     

    
      	Section
              3.30.  	
              Reserved.

            


    

     

    
      	Section
              3.31.  	
              Reserved. 

            


    

     

    
      	Section
              3.32.  	
              Reserved.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      IV

     

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

           
      Section 4.01.  The
      Notes.
      Each
      Class of Notes shall be registered in the name of a nominee designated by the
      Depository. Beneficial Owners will hold interests in the Notes through the
      book-entry facilities of the Depository in minimum initial Note Balances of
      $25,000 and integral multiples of $1 in excess thereof; provided that Offered
      Notes must be purchased in minimum total investments of $100,000 per
      Class.

     

    The
      Securities Administrator may for all purposes (including the making of payments
      due on the Notes) deal with the Depository as the authorized representative
      of
      the Beneficial Owners with respect to the Notes for the purposes of exercising
      the rights of Holders of the Notes hereunder. Except as provided in the next
      succeeding paragraph of this Section 4.01, the rights of Beneficial Owners
      with
      respect to the Notes shall be limited to those established by law and agreements
      between such Beneficial Owners and the Depository and Depository Participants.
      Except as provided in Section 4.08 hereof, Beneficial Owners shall not be
      entitled to definitive notes for the Notes as to which they are the Beneficial
      Owners. Requests and directions from, and votes of, the Depository as Holder
      of
      the Notes shall not be deemed inconsistent if they are made with respect to
      different Beneficial Owners. The Securities Administrator may establish a
      reasonable record date in connection with solicitations of consents from or
      voting by Noteholders and give notice to the Depository of such record date.
      Without the consent of the Issuer and the Securities Administrator, no Note
      may
      be transferred by the Depository except to a successor Depository that agrees
      to
      hold such Note for the account of the Beneficial Owners.

     

    In
      the
      event the Depository Trust Company resigns or is removed as Depository, the
      Securities Administrator with the approval of the Issuer may appoint a successor
      Depository. If no successor Depository has been appointed within 30 days of
      the
      effective date of the Depository’s resignation or removal, each Beneficial Owner
      shall be entitled to certificates representing the Notes it beneficially owns
      in
      the manner prescribed in Section 4.08.

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuer by the Owner
      Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated by the Securities Administrator and delivered by the Securities
      Administrator to or upon the order of the Issuer.

     

    
      	Section
              4.02.  	
              Registration
                of and Limitations on Transfer and Exchange of Notes; Appointment
                of Note
                Registrar and Certificate.

            


    

     

    The
      Securities Administrator shall cause to be kept at the Corporate Trust Office
      a
      Note Register in which, subject to such reasonable regulations as it may
      prescribe, the Note Registrar shall provide for the registration of Notes and
      of
      transfers and exchanges of Notes as herein provided.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office, the Issuer
      shall execute and the Note Registrar shall authenticate and deliver, in the
      name
      of the designated transferee or transferees, one or more new Notes in authorized
      initial Note Balances evidencing the same Class and aggregate Percentage
      Interests.

     

    Subject
      to the foregoing, at the option of the Noteholders, Notes may be exchanged
      for
      other Notes of like tenor and in authorized initial Note Balances evidencing
      the
      same Class and aggregate Percentage Interests upon surrender of the Notes to
      be
      exchanged at the Corporate Trust Office of the Note Registrar. Whenever any
      Notes are so surrendered for exchange, the Issuer shall execute and the
      Securities Administrator shall authenticate and deliver the Notes which the
      Noteholder making the exchange is entitled to receive. Each Note presented
      or
      surrendered for registration of transfer or exchange shall (if so required
      by
      the Note Registrar) be duly endorsed by, or be accompanied by a written
      instrument of transfer in form reasonably satisfactory to the Note Registrar
      duly executed by the Holder thereof or his attorney duly authorized in writing
      with such signature guaranteed by a commercial bank or trust company located
      or
      having a correspondent located in the city of New York. Notes delivered upon
      any
      such transfer or exchange will evidence the same obligations, and will be
      entitled to the same rights and privileges, as the Notes
      surrendered.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Notes, but the Note Registrar shall require payment of a sum sufficient to
      cover
      any tax or governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Notes.

     

    The
      Issuer hereby appoints the Securities Administrator as (i) Certificate Registrar
      to keep at its Corporate Trust Office a Certificate Register pursuant to Section
      3.09 of the Trust Agreement in which, subject to such reasonable regulations
      as
      it may prescribe, the Certificate Registrar shall provide for the registration
      of Certificates and of transfers and exchanges thereof pursuant to Section
      3.05
      of the Trust Agreement and (ii) Note Registrar under this Indenture. The
      Securities Administrator hereby accepts such appointments.

     

           
      Section 4.03.  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Securities Administrator, or the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Note, and (ii) there is delivered to the
      Securities Administrator such security or indemnity as may be required by it
      to
      hold the Issuer, the Indenture Trustee and the Securities Administrator
      harmless, then, in the absence of notice to the Issuer, the Note Registrar,
      the
      Indenture Trustee or the Securities Administrator that such Note has been
      acquired by a protected purchaser, and provided that the requirements of Section
      8-405 of the UCC are met, the Issuer shall execute, and upon its request the
      Securities Administrator shall authenticate and deliver, in exchange for or
      in
      lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
      provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within seven days shall be due and payable, instead of issuing a
      replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
      so
      due or payable without surrender thereof. If, after the delivery of such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a protected purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuer and the Securities Administrator shall be entitled
      to
      recover such replacement Note (or such payment) from the Person to whom it
      was
      delivered or any Person taking such replacement Note from such Person to whom
      such replacement Note was delivered or any assignee of such Person, except
      a
      bona fide purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuer, the Indenture Trustee or the Securities Administrator
      in
      connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuer may require
      the payment by the Holder of such Note of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      reasonable expenses (including the fees and expenses of the Indenture Trustee
      and the Securities Administrator) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

           
      Section 4.04.  Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuer, the
      Indenture Trustee, the Securities Administrator, the Paying Agent and any agent
      of any of them may treat the Person in whose name any Note is registered (as
      of
      the day of determination) as the owner of such Note for the purpose of receiving
      payments of principal of and interest, if any, on such Note and for all other
      purposes whatsoever, whether or not such Note be overdue, and neither the
      Issuer, the Indenture Trustee, the Securities Administrator the Paying Agent
      nor
      any agent of any of them shall be affected by notice to the
      contrary.

     

           
      Section 4.05.  Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Securities Administrator,
      be
      delivered to the Securities Administrator and shall be promptly cancelled by
      the
      Securities Administrator. The Issuer may at any time deliver to the Securities
      Administrator for cancellation any Notes previously authenticated and delivered
      hereunder which the Issuer may have acquired in any manner whatsoever, and
      all
      Notes so delivered shall be promptly cancelled by the Securities Administrator.
      No Notes shall be authenticated in lieu of or in exchange for any Notes
      cancelled as provided in this Section 4.05, except as expressly permitted by
      this Indenture. All cancelled Notes may be held or disposed of by the Securities
      Administrator in accordance with its standard retention or disposal policy
      as in
      effect at the time unless the Issuer shall direct by an Issuer Request that
      they
      be destroyed or returned to it; provided,
      however,
      that
      such Issuer Request is timely and the Notes have not been previously disposed
      of
      by the Securities Administrator.

     

    
      	Section
              4.06.  	
              Book-Entry
                Notes.  

            


    

     

    (a)  The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      representing the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Depository, by, or on behalf of, the Issuer. The Notes
      shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Depository, and no Beneficial Owner will receive
      a Definitive Note representing such Beneficial Owner’s interest in such Note,
      except as provided in Section 4.08. With respect to such Notes, unless and
      until
      definitive, fully registered Notes (the “Definitive Notes”) have been issued to
      Beneficial Owners pursuant to Section 4.08:

     

    (i)  the
      provisions of this Section 4.06 shall be in full force and effect;

     

    (ii)  the
      Note
      Registrar, the Paying Agent, the Indenture Trustee and the Securities
      Administrator shall be entitled to deal with the Depository for all purposes
      of
      this Indenture (including the payment of principal of and interest on the Notes
      and the giving of instructions or directions hereunder) as the sole holder
      of
      the Notes, and shall have no obligation to the Beneficial Owners of the
      Notes;

     

    (iii)  to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

    (iv)  the
      rights of Beneficial Owners shall be exercised only through the Depository
      and
      shall be limited to those established by law and agreements between such Owners
      of Notes and the Depository and/or the Depository Participants. Unless and
      until
      Definitive Notes are issued pursuant to Section 4.08, the initial Depository
      will make book-entry transfers among the Depository Participants and receive
      and
      transmit payments of principal of and interest on the Notes to such Depository
      Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Balances of the Notes, the Depository shall be deemed to represent such
      percentage with respect to the Notes only to the extent that it has received
      instructions to such effect from Beneficial Owners and/or Depository
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Securities Administrator.

     

    (b)  The
      Class
      N Notes offered and sold in reliance on the exemption from registration under
      Rule 144A shall be issued initially in the form of one or more permanent global
      Notes in definitive, fully registered form without interest coupons with the
      applicable legends set forth in Exhibit A-2 added to the forms of such Class
      N
      Notes (each, a “Restricted Global Security”), which shall be deposited on behalf
      of the subscribers for such Class N Notes represented thereby with the
      Securities Administrator as custodian for the Depository and registered in
      the
      name of a nominee of the Depository, duly executed by the Issuer and
      authenticated by the Securities Administrator as hereinafter provided. The
      aggregate Note Balance of the Restricted Global Securities may from time to
      time
      be increased or decreased by adjustments made on the records of the Securities
      Administrator or
      the
      Depository or its nominee, as the case may be, as hereinafter
      provided.

     

    (c)  The
      Class
      N Notes sold in offshore transactions in reliance on Regulation S shall be
      issued initially in the form of one or more permanent global Notes in
      definitive, fully registered form without interest coupons with the applicable
      legends set forth in Exhibit A-2 hereto added to the forms of such Class N
      Notes
      (each, a “Regulation S Global Security”), which shall be deposited on behalf of
      the subscribers for such Class N Notes represented thereby with the Securities
      Administrator as custodian for the Depository, duly executed by the Issuer
      and
      authenticated by the Securities Administrator as hereinafter provided. The
      aggregate Note Balance of the Regulation S Global Securities may from time
      to
      time be increased or decreased by adjustments made on the records of the
      Securities Administrator or the Depository or its nominee, as the case may
      be,
      as hereinafter provided.

     

           
      Section 4.07.  Notices
      to Depository.
      Whenever a notice or other communication to the Note Holders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Beneficial Owners pursuant to Section 4.08, the Securities Administrator shall
      give all such notices and communications specified herein to be given to Holders
      of the Notes to the Depository, and shall have no obligation to the Beneficial
      Owners.

     

           
      Section 4.08.  Definitive
      Notes.
      If (i)
      the Securities Administrator determines that the Depository is no longer willing
      or able to properly discharge its responsibilities with respect to the Notes
      and
      the Securities Administrator is unable to locate a qualified successor or (ii)
      after the occurrence of an Event of Default, Beneficial Owners of Notes
      representing beneficial interests aggregating at least a majority of the Note
      Balance of the Notes advise the Depository in writing that the continuation
      of a
      book-entry system through the Depository is no longer in the best interests
      of
      the Beneficial Owners, then the Depository shall notify all Beneficial Owners
      and the Securities Administrator of the occurrence of any such event and of
      the
      availability of Definitive Notes to Beneficial Owners requesting the same.
      Upon
      surrender to the Securities Administrator of the typewritten Notes representing
      the Book-Entry Notes by the Depository, accompanied by registration
      instructions, the Issuer shall execute and the Securities Administrator shall
      authenticate the Definitive Notes in accordance with the instructions of the
      Depository. None of the Issuer, the Note Registrar, the Indenture Trustee or
      the
      Securities Administrator shall be liable for any delay in delivery of such
      instructions and may conclusively rely on, and shall be protected in relying
      on,
      such instructions. Upon the issuance of Definitive Notes, the Securities
      Administrator shall recognize the Holders of the Definitive Notes as
      Noteholders.

     

           
      Section 4.09.  Tax
      Treatment.
      The
      Issuer has entered into this Indenture, and the Notes will be issued with the
      intention that, for federal, state and local income, single business and
      franchise tax purposes, the Notes will qualify as indebtedness. The Issuer,
      the
      Indenture Trustee and the Securities Administrator (in accordance with Section
      6.06 hereof), by entering into this Indenture, and each Noteholder, by its
      acceptance of its Note (and each Beneficial Owner by its acceptance of an
      interest in the applicable Book-Entry Note), agree to treat the Notes for
      federal, state and local income, single business and franchise tax purposes
      as
      indebtedness.

     

           
      Section 4.10.  Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
      receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
      3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (v) the rights, obligations and
      immunities of the Indenture Trustee and the Securities Administrator hereunder
      (including the rights of the Indenture Trustee and the Securities Administrator
      under Section 6.07 and the obligations of the Indenture Trustee and the
      Securities Administrator under Section 4.11) and (vi) the rights of Noteholders
      as beneficiaries hereof with respect to the property so deposited with the
      Indenture Trustee payable to all or any of them, and the Indenture Trustee,
      on
      demand of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture with respect to
      the
      Notes and shall release and deliver the Collateral to or upon the order of
      the
      Issuer, when

     

    (A) either

     

    (1) all
      Notes
      theretofore authenticated and delivered (other than (i) Notes that have been
      destroyed, lost or stolen and that have been replaced or paid as provided in
      Section 4.03 hereof and (ii) Notes for whose payment money has theretofore
      been
      deposited in trust or segregated and held in trust by the Issuer and thereafter
      repaid to the Issuer or discharged from such trust, as provided in Section
      3.03)
      have been delivered to the Securities Administrator for cancellation;
      or

     

    (2) all
      Notes
      not theretofore delivered to the Securities Administrator for cancellation
      (a)
      have become due and payable, (b) will become due and payable at the Final Stated
      Maturity Date within one year, or (c) have been called for early redemption
      pursuant to Section 8.07 hereof, and the Issuer, in the case of (a) or (b)
      above, has irrevocably deposited or caused to be irrevocably deposited with
      the
      Securities Administrator cash or direct obligations of or obligations guaranteed
      by the United States of America (which will mature prior to the date such
      amounts are payable), in trust for such purpose, in an amount sufficient to
      pay
      and discharge the entire indebtedness on such Notes then outstanding not
      theretofore delivered to the Securities Administrator for cancellation when
      due
      on the Final Stated Maturity Date or other final Payment Date, or, in the case
      of (c) above, the Issuer shall have complied with all requirements of Section
      8.07 hereof,

     

    (B) the
      Issuer has paid or caused to be paid all other sums payable hereunder;
      and

     

    (C) the
      Issuer has delivered to the Indenture Trustee and the Securities Administrator
      an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable
      requirements of Section 10.01 hereof, each stating that all conditions precedent
      herein provided for relating to the satisfaction and discharge of this Indenture
      have been complied with and, if the Opinion of Counsel relates to a deposit
      made
      in connection with Section 4.10(A)(2)(b) above, such opinion shall further
      be to
      the effect that such deposit will constitute an “in-substance defeasance” within
      the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance
      therewith, the Issuer will be the owner of the assets deposited in trust for
      federal income tax purposes.

     

           
      Section 4.11.  Application
      of Trust Money.
      All
      monies deposited with the Securities Administrator pursuant to Section 4.10
      hereof shall be held in trust and applied by it, in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent or the Issuer, Certificate Paying Agent as designee
      of
      the Issuer, as the Securities Administrator may determine, to the Holders of
      Notes or Certificates, of all sums due and to become due thereon for principal
      and interest or otherwise; but such monies need not be segregated from other
      funds except to the extent required herein or required by law.

     

           
      Section 4.12.  Derivative
      Contracts for Benefit of the Certificates.
      At any
      time on or after the Closing Date, the Issuer shall have the right to convey
      to
      the Trust, solely for the benefit of the Holder of the Certificates, a
      derivative contract or comparable instrument. Any such instrument shall
      constitute a fully prepaid agreement. All collections, proceeds and other
      amounts in respect of such an instrument shall be distributed to the
      Certificates on the Payment Date following receipt thereof by the Securities
      Administrator.

     

           
      Section 4.13.  Repayment
      of Monies Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all monies then held by any Person other than the Securities
      Administrator under the provisions of this Indenture with respect to such Notes
      shall, upon demand of the Issuer, be paid to the Securities Administrator to
      be
      held and applied according to Section 3.05 and thereupon such Person shall
      be
      released from all further liability with respect to such monies.

     

           
      Section 4.14.  Temporary
      Notes.
      Pending
      the preparation of any Definitive Notes, the Issuer may execute and upon its
      written direction, the Securities Administrator may authenticate and make
      available for delivery, temporary Notes that are printed, lithographed,
      typewritten, photocopied or otherwise produced, in any denomination,
      substantially of the tenor of the Definitive Notes in lieu of which they are
      issued and with such appropriate insertions, omissions, substitutions and other
      variations as the officers executing such Notes may determine, as evidenced
      by
      their execution of such Notes.

     

    If
      temporary Notes are issued, the Issuer will cause Definitive Notes to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the office of the Securities Administrator
      located at the office designated for such purposes, without charge to the
      Holder. Upon surrender for cancellation of any one or more temporary Notes,
      the
      Issuer shall execute and the Securities Administrator shall authenticate and
      make available for delivery, in exchange therefor, Definitive Notes of
      authorized denominations and of like tenor, class and aggregate principal
      amount. Until so exchanged, such temporary Notes shall in all respects be
      entitled to the same benefits under this Indenture as Definitive
      Notes.

     

           
      Section 4.15.  Representation
      Regarding ERISA.
      By
      acquiring an Offered Note or interest therein, each Holder of such Note or
      Beneficial Owner of any such interest will be deemed to represent that either
      (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition,
      holding and transfer of such Note will not give rise to a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code and (B)
      the
      Notes are rated investment grade or better and such person believes that the
      Notes are properly treated as indebtedness without substantial equity features
      for purposes of the Department of Labor (“DOL”) regulation 29 C.F.R. §
2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of
      the
      rating of the Notes, such person may provide the Securities Administrator with
      an Opinion of Counsel, which Opinion of Counsel will not be at the expense
      of
      the Trust, the Issuer, the Seller, the Depositor, the Indenture Trustee, the
      Securities Administrator, or the Master Servicer which opines that the
      acquisition, holding and transfer of such Note or interest therein is
      permissible under applicable law, will not constitute or result in a non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trust, the Issuer, the Seller, the Depositor, the Indenture Trustee,
      the Securities Administrator or the Master Servicer to any obligation in
      addition to those undertaken in the Indenture.

     

    
      	Section
              4.16.  	
              Transfer
                Restrictions for Class N Notes.

            


    

     

    (a)  No
      transfer, sale, pledge or other disposition of any Class N Note or interest
      therein shall be made unless that transfer, sale, pledge or other disposition
      is
      exempt from the registration and/or qualification requirements of the 1933
      Act
      and any applicable state securities laws, or is otherwise made in accordance
      with the 1933 Act and such state securities laws. If a transfer of any Class
      N
      Note is to be made without registration under the 1933 Act (other than in
      connection with the initial issuance thereof or a transfer thereof by the
      Depositor or one of its Affiliates), then the Note Registrar shall refuse to
      register such transfer unless it receives (and upon receipt, may conclusively
      rely upon) a certificate from the Noteholder desiring to effect such transfer
      substantially in the form attached as Exhibit F-1 hereto and a certificate
      from
      such Noteholder’s prospective transferee substantially in the form attached as
      Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder
      and the Noteholder’s prospective transferee will be deemed to have represented
      such certification). None of the Issuer, the Depositor, the Indenture Trustee,
      the Securities Administrator or the Note Registrar is obligated to register
      or
      qualify any Class N Notes under the Securities Act or any other securities
      law
      or to take any action not otherwise required under this Indenture to permit
      the
      transfer of any Class N Note or interest therein without registration or
      qualification. Any Noteholder desiring to effect a transfer of Class N Notes
      or
      interests therein shall, and does hereby agree to, indemnify the Issuer, the
      Depositor, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator and the Note Registrar 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.

     

    (b)  No
      Class
      N Note may be sold or transferred to a Person unless such Person certifies
      substantially in the form of Exhibit F-2 hereto (which in the case of the
      Book-Entry Notes, such Person will be deemed to have represented such
      certification), which certification the Securities Administrator may rely upon
      without further inquiry or investigation, to the following effect:

     

    (i)  Such
      Person is neither: (1) an employee benefit plan or other retirement arrangement,
      including individual retirement accounts and annuities, Keogh plans and
      collective investment funds and separate accounts in which such plans, accounts
      or arrangements are invested, including, without limitation, insurance company
      general accounts, that is subject to ERISA or Section 4975 of the Code (each,
      a
“Plan”), nor (2) any Person who is directly or indirectly purchasing such Note
      or interest therein on behalf of, as named fiduciary of, as trustee of, or
      with
“plan assets” (as defined under the DOL Regulations at 29 C.F.R. Section
      2510.3-101) of a Plan; or

     

    (ii)  (1)
      The
      acquisition, holding and transfer of the Class N Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (2) the Class N Note is rated investment grade or better and the
      Transferee believes that the Class N Note is properly treated as indebtedness
      without substantial equity features for purposes of the DOL Regulations, and
      agrees to so treat the Class N Note; or

     

    (iii)  Such
      Person has provided the Securities Administrator and the Owner Trustee with
      an
      Opinion of Counsel, which Opinion of Counsel will not be at the expense of
      the
      Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Servicer, the Master
      Servicer or any successor servicer which opines that the purchase, holding
      and
      transfer of such Class N Note or interest therein is permissible under
      applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Servicer, the Master
      Servicer or any successor servicer to any obligation in addition to those
      undertaken in the Indenture.

     

    Notwithstanding
      the foregoing, a certification will not be required in connection with the
      initial transfer of any such Note by the Depositor to an Affiliate of the
      Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed
      to have represented that such Affiliate is not a Plan or any Person investing
      “plan assets” of any Plan) and the Note Registrar shall be entitled to
      conclusively rely upon a representation (which, upon the request of the Note
      Registrar, shall be a written representation) from the Depositor of the status
      of such transferee as an Affiliate of the Depositor.

     

    (c)  No
      Note
      sold in an offshore transaction in reliance on Regulation S, may be sold or
      transferred to a Person unless such Person certifies substantially in the form
      of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes,
      such Person will be deemed to have represented such certification), which
      certification the Securities Administrator may rely upon without further inquiry
      or investigation, to the following effect:

     

    (i)  Such
      Person is not a U.S. person within the meaning of Regulation S and was, at
      the
      time the buy order was originated, outside the United States;

     

    (ii)  Such
      Person understands that such Class N Notes have not been registered under the
      Securities Act, and that (x) until the expiration of the 40-day distribution
      compliance period (within the meaning of Regulation S), no offer, sale, pledge
      or other transfer of such Notes or any interest therein shall be made in the
      United States or to or for the account or benefit of a U.S. person (each as
      defined in Regulation S), (y) if in the future it decides to offer, resell,
      pledge or otherwise transfer such Class N Notes, such Class N Notes may be
      offered, resold, pledged or otherwise transferred only (A) to a person which
      the
      seller reasonably believes is a qualified institutional buyer that is purchasing
      such Class N Notes for its own account or for the account of a qualified
      institutional buyer to which notice is given that the transfer is being made
      in
      reliance on Rule 144A or (B) in an offshore transaction (as defined in
      Regulation S) in compliance with the provisions of Regulation S, in each case
      in
      compliance with the requirements of this Indenture; and it will notify such
      transferee of the transfer restrictions specified in this Section 4.16;
      and

     

    (iii)  The
      conditions in Section 4.16(b) have been satisified.

     

    Notwithstanding
      the foregoing, a certification will not be required in connection with the
      initial transfer of any such Note by the Depositor to an Affiliate of the
      Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed
      to have represented that such Affiliate is not a Plan or any Person investing
      “plan assets” of any Plan) and the Note Registrar shall be entitled to
      conclusively rely upon a representation (which, upon the request of the Note
      Registrar, shall be a written representation) from the Depositor of the status
      of such transferee as an Affiliate of the Depositor.

     

    (d)  If
      a
      Person is acquiring any Class N Note or interest therein as a fiduciary or
      agent
      for one or more accounts, such Person shall be required to deliver to the Note
      Registrar a certification (which in the case of the Book-Entry Notes, the
      prospective transferee will be deemed to have represented such certification)
      to
      the effect that it has (i) sole investment discretion with respect to each
      such
      account and (ii) full power to make the foregoing acknowledgments,
      representations, warranties, certifications and agreements with respect to
      each
      such account as set forth in subsections (b), (c) and (d) of this Section
      4.16.

     

    (e)  Notwithstanding
      any provision to the contrary herein, so long as a Global Security representing
      the Notes remains outstanding and is held by or on behalf of the Depository,
      transfers of a Global Security representing the Notes, in whole or in part,
      shall only be made in accordance with this Section 4.16.

     

    (i)  Subject
      to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global
      Security representing the Class N Notes shall be limited to transfers of such
      Global Security in whole, but not in part, to nominees of the Depository or
      to a
      successor of the Depository or such successor’s nominee.

     

    (ii)  Restricted
      Global Security to Regulation S Global Security.
      If a
      holder of a beneficial interest in a Restricted Global Security deposited with
      or on behalf of the Depository wishes at any time to exchange its interest
      in
      such Restricted Global Security for an interest in a Regulation S Global
      Security, or to transfer its interest in such Restricted Global Security to
      a
      Person who wishes to take delivery thereof in the form of an interest in a
      Regulation S Global Security, such holder, provided such holder is not a U.S.
      Person, may, subject to the rules and procedures of the Depository, exchange
      or
      cause the exchange of such interest for an equivalent beneficial interest in
      the
      Regulation S Global Security. Upon receipt by the Securities Administrator,
      as
      Note Registrar, of (A) instructions from the Depository directing the Securities
      Administrator, as Note Registrar, to cause to be credited a beneficial interest
      in a Regulation S Global Security in an amount equal to the beneficial interest
      in such Restricted Global Security to be exchanged but not less than the minimum
      denomination applicable to such holder’s Notes held through a Regulation S
      Global Security, (B) a written order given in accordance with the Depository’s
      procedures containing information regarding the participant account of the
      Depository and, in the case of a transfer pursuant to and in accordance with
      Regulation S, the Euroclear or Clearstream account to be credited with such
      increase and (C) a certificate in the form of Exhibit G-1 hereto given by the
      holder of such beneficial interest stating that the exchange or transfer of
      such
      interest has been made in compliance with the transfer restrictions applicable
      to the Global Securities, including that the holder is not a U.S. Person and
      pursuant to and in accordance with Regulation S, the Securities Administrator,
      as Note Registrar, shall reduce the principal amount of the Restricted Global
      Security and increase the principal amount of the Regulation S Global Security
      by the aggregate principal amount of the beneficial interest in the Restricted
      Global Security to be exchanged, and shall instruct Euroclear or Clearstream,
      as
      applicable, concurrently with such reduction, to credit or cause to be credited
      to the account of the Person specified in such instructions a beneficial
      interest in the Regulation S Global Security equal to the reduction in the
      principal amount of the Restricted Global Security.

     

    (iii)  Regulation
      S Global Security to Restricted Global Security.
      If a
      holder of a beneficial interest in a Regulation S Global Security deposited
      with
      or on behalf of the Depository wishes at any time to transfer its interest
      in
      such Regulation S Global Security to a Person who wishes to take delivery
      thereof in the form of an interest in a Restricted Global Security, such holder
      may, subject to the rules and procedures of the Depository, exchange or cause
      the exchange of such interest for an equivalent beneficial interest in a
      Restricted Global Security. Upon receipt by the Securities Administrator, as
      Note Registrar, of (A) instructions from the Depository directing the Securities
      Administrator, as Note Registrar, to cause to be credited a beneficial interest
      in a Restricted Global Security in an amount equal to the beneficial interest
      in
      such Regulation S Global Security to be exchanged but not less than the minimum
      denomination applicable to such Holder’s Class N Notes held through a Restricted
      Global Security, to be exchanged, such instructions to contain information
      regarding the participant account with the Depository to be credited with such
      increase, and (B) a certificate in the form of Exhibit G-2 hereto given by
      the
      holder of such beneficial interest and stating, among other things, that the
      Person transferring such interest in such Regulation S Global Security
      reasonably believes that the Person acquiring such interest in a Restricted
      Global Security is a qualified institutional buyer within the meaning of Rule
      144A, is obtaining such beneficial interest in a transaction meeting the
      requirements of Rule 144A and in accordance with any applicable securities
      laws
      of any State of the United States or any other jurisdiction, then the Securities
      Administrator, as Note Registrar, will reduce the principal amount of the
      Regulation S Global Security and increase the principal amount of the Restricted
      Global Security by the aggregate principal amount of the beneficial interest
      in
      the Regulation S Global Security to be transferred and the Securities
      Administrator, as Note Registrar, shall instruct the Depository, concurrently
      with such reduction, to credit or cause to be credited to the account of the
      Person specified in such instructions a beneficial interest in the Restricted
      Global Security equal to the reduction in the principal amount of the Regulation
      S Global Security.

     

    (iv)  Other
      Exchanges.
      In the
      event that a Global Security is exchanged for Class N Notes in definitive
      registered form without interest coupons, such Class N Notes may be exchanged
      for one another only in accordance with such procedures as are substantially
      consistent with the provisions above (including certification requirements
      intended to insure that such transfers comply with Rule 144A or are to non-U.S.
      Persons, or otherwise comply with Regulation S under the Securities Act, as
      the
      case may be, and as may be from time to time adopted by the Issuer and the
      Securities Administrator.

     

    (v)  Restrictions
      on U.S. Transfers.
      Transfers of interests in the Regulation S Global Security to U.S. persons
      (as
      defined in Regulation S) shall be limited to transfers made pursuant to the
      provisions of Section 4.16(e)(3). 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      V

     

     

    DEFAULT
      AND REMEDIES

     

           
      Section 5.01.  Events
      of Default.
      The
      Issuer shall deliver to the Indenture Trustee and the Securities Administrator,
      written notice in the form of an Officer’s Certificate, within five days after
      learning of the occurrence of any event which with the giving of notice and
      the
      lapse of time would become an Event of Default under clause (iii), (iv) or
      (v)
      of the definition of “Event of Default,” its status and what action the Issuer
      is taking or proposes to take with respect thereto. Neither the Indenture
      Trustee nor the Securities Administrator shall be deemed to have knowledge
      of
      any Event of Default unless a Responsible Officer has actual knowledge thereof
      or unless written notice of such Event of Default is received by a Responsible
      Officer and such notice references the Notes, the Trust or this
      Indenture.

     

           
      Section 5.02.  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee shall, at the written direction of the Holders of Notes
      representing not less than a majority of the aggregate Note Balance of the
      Notes, declare the Notes to be immediately due and payable, by a notice in
      writing to the Issuer (and to the Indenture Trustee and the Securities
      Administrator if such notice is given by the Noteholders), and upon any such
      declaration the unpaid aggregate Note Balance, together with accrued and unpaid
      interest thereon through the date of acceleration shall become immediately
      due
      and payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Securities Administrator as hereinafter
      in
      this Article V provided, Holders of the Notes representing not less than a
      majority of the aggregate Note Balance of the Notes, by written notice to the
      Issuer, the Indenture Trustee and the Securities Administrator, may waive the
      related Event of Default and rescind and annul such declaration and its
      consequences if

     

    (i)  the
      Issuer has paid or deposited with the Securities Administrator a sum sufficient
      to pay (a) all payments of principal of and interest on the Notes and all other
      amounts that would then be due hereunder or upon the Notes if the Event of
      Default giving rise to such acceleration had not occurred; and (b) all sums
      paid
      or advanced by the Securities Administrator hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      the Securities Administrator and its respective agents and counsel;
      and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    
      	Section
              5.03.  	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee.

            


    

     

    (a)  The
      Issuer covenants that if (i) default is made in the payment of any interest
      on
      any Note when the same becomes due and payable, and such default continues
      for a
      period of five days, or (ii) default is made in the payment of the principal
      of
      or any installment of the principal of any Note when the same becomes due and
      payable, the Issuer shall, upon demand of the Securities Administrator, at
      the
      direction of the Holders of a majority of the aggregate Note Balance of the
      Notes, pay to the Securities Administrator, for the benefit of the Holders
      of
      Notes, the whole amount then due and payable on the Notes for principal and
      interest, with interest at the applicable Note Rate upon the overdue principal,
      and in addition thereto such further amount as shall be sufficient to cover
      the
      costs and expenses of collection, including the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee and the Securities
      Administrator and its respective agents and counsel.

     

    (b)  In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee, in its own name and as trustee of an express trust, subject
      to the provisions of Section 10.16 hereof may institute a Proceeding for the
      collection of the sums so due and unpaid, and may prosecute such Proceeding
      to
      judgment or final decree, and may enforce the same against the Issuer or other
      obligor upon the Notes and collect in the manner provided by law out of the
      property of the Issuer or other obligor the Notes, wherever situated, the monies
      adjudged or decreed to be payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, subject to
      the
      provisions of Section 10.16 hereof may, as more particularly provided in Section
      5.04 hereof, in its discretion, proceed to protect and enforce its rights and
      the rights of the Noteholders, by such appropriate Proceedings, as directed
      in
      writing by Holders of a majority of the aggregate Note Balance of the Notes,
      to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy or legal or equitable
      right vested in the Indenture Trustee by this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Notes or any Person having or claiming an ownership interest in the Trust,
      Proceedings under Title 11 of the United States Code or any other applicable
      federal or state bankruptcy, insolvency or other similar law, or in case a
      receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
      sequestrator or similar official shall have been appointed for or taken
      possession of the Issuer or its property or such other obligor or Person, or
      in
      case of any other comparable judicial Proceedings relative to the Issuer or
      other obligor upon the Notes, or to the creditors or property of the Issuer
      or
      such other obligor, the Indenture Trustee, as directed in writing by Holders
      of
      a majority of the aggregate Note Balance of the Notes, irrespective of whether
      the principal of any Notes shall then be due and payable as therein expressed
      or
      by declaration or otherwise and irrespective of whether the Indenture Trustee
      shall have made any demand pursuant to the provisions of this Section, shall
      be
      entitled and empowered, by intervention in such Proceedings or
      otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee, the Securities Administrator and each predecessor Indenture Trustee
      and
      Securities Administrator, and their respective agents, attorneys and counsel,
      and for reimbursement of all expenses and liabilities incurred, and all advances
      made, by the Indenture Trustee and Securities Administrator and each predecessor
      Indenture Trustee and Securities Administrator, except as a result of negligence
      or bad faith) and of the Noteholders allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Notes in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii)  to
      direct
      the Securities Administrator to collect and receive any monies or other property
      payable or deliverable on any such claims and to distribute all amounts received
      with respect to the claims of the Noteholders and of the Indenture Trustee
      on
      their behalf, and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any judicial proceedings relative to the Issuer, its creditors
      and its property; and any trustee, receiver, liquidator, custodian or other
      similar official in any such Proceeding is hereby authorized by each of such
      Noteholders to make payments to the Securities Administrator and, in the event
      that the Indenture Trustee shall consent to the making of payments directly
      to
      such Noteholders, to pay to the Indenture Trustee and the Securities
      Administrator such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee and the Securities Administrator, each
      predecessor Indenture Trustee and Securities Administrator and their respective
      agents, attorneys and counsel, and all other expenses and liabilities incurred,
      and all advances made, by the Indenture Trustee and the Securities Administrator
      and each predecessor Indenture Trustee and Securities
      Administrator.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee or the
      Securities Administrator to authorize or consent to or vote for or accept or
      adopt on behalf of any Noteholder any plan of reorganization, arrangement,
      adjustment or composition affecting the Notes or the rights of any Holder
      thereof or to authorize the Indenture Trustee or the Securities Administrator
      to
      vote in respect of the claim of any Noteholder in any such proceeding except,
      as
      aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee and the Securities Administrator, each
      predecessor Indenture Trustee and Securities Administrator and their respective
      agents and attorneys, shall be for the ratable benefit of the Holders of the
      Notes, subject to Section 5.05 hereof.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Notes, and it shall not be necessary to make any Noteholder
      a
      party to any such Proceedings.

     

    
      	Section
              5.04.  	
              Remedies;
                Priorities.

            


    

     

    (a)  If
      an
      Event of Default shall have occurred and be continuing and if an acceleration
      has been declared and not rescinded pursuant to Section 5.02 hereof, the
      Indenture Trustee subject to the provisions of Section 10.16 hereof may, and
      shall, at the written direction of the Holders of a majority of the aggregate
      Note Balance of the Notes, do one or more of the following (subject to Section
      5.05 hereof):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise enforce any judgment
      obtained, and collect from the Issuer and any other obligor upon such Notes
      monies adjudged due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes; and

     

    (iv)  sell
      the
      Collateral or any portion thereof or rights or interest therein, at one or
      more
      public or private sales called and conducted in any manner permitted by law;
      provided,
      however,
      that
      the Indenture Trustee may not sell or otherwise liquidate the Trust following
      an
      Event of Default, unless (A) the Indenture Trustee obtains the consent of the
      Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds
      of
      such sale or liquidation distributable to the Holders of the Notes are
      sufficient to discharge in full all amounts then due and unpaid upon such Notes
      for principal and interest or (C) the Indenture Trustee determines that the
      Mortgage Loans will not continue to provide sufficient funds for the payment
      of
      principal of and interest on the applicable Notes as they would have become
      due
      if the Notes had not been declared due and payable, and the Indenture Trustee
      obtains the consent of the Holders of a majority of the aggregate Note Balance
      of the Notes. In determining such sufficiency or insufficiency with respect
      to
      clause (B) and (C), the Indenture Trustee may, but need not, obtain and
      conclusively rely upon written advice or an opinion (obtained at the expense
      of
      the Trust) of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust for such purpose. Notwithstanding the foregoing, so
      long as a Servicer Event of Default has not occurred, any sale of the Trust
      shall be made subject to the continued servicing of the Mortgage Loans by the
      Servicer as provided in the Servicing Agreement.

     

    (b)  If
      the
      Indenture Trustee collects any money or property pursuant to this Article V,
      the
      Indenture Trustee shall forward such funds to the Securities Administrator
      and
      the Securities Administrator shall pay out the money or property in the
      following order:

     

    (i)  to
      the
      Indenture Trustee and the Securities Administrator for amounts due under Section
      6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII
      of
      the Trust Agreement;

     

    (ii)  to
      the
      Swap Provider and to the Noteholders in the order of priority set forth in
      Section 3.05; and

     

    (iii)  to
      the
      payment of the remainder, if any to the Certificate Paying Agent on behalf
      of
      the Issuer or to any other person legally entitled thereto.

     

    The
      Securities Administrator may fix a record date and Payment Date for any payment
      to Noteholders pursuant to this Section 5.04. At least 15 days before such
      record date, the Securities Administrator shall mail to each Noteholder a notice
      that states the record date, the Payment Date and the amount to be
      paid.

     

           
      Section 5.05.  Optional
      Preservation of the Collateral.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may elect to take and maintain
      possession of the Collateral. It is the desire of the parties hereto and the
      Noteholders that there be at all times sufficient funds for the payment of
      principal of and interest on the Notes and other obligations of the Issuer,
      the
      Indenture Trustee and the Securities Administrator shall take such desire into
      account when determining whether or not to take and maintain possession of
      the
      Trust. In determining whether and how to take and maintain possession of the
      Trust, the Indenture Trustee may, but need not, obtain and rely upon the written
      advice or an opinion (obtained at the expense of the Trust) of an Independent
      investment banking or accounting firm of national reputation as to the
      feasibility of such proposed action and as to the sufficiency of the Trust
      for
      such purpose.

     

           
      Section 5.06.  Limitation
      of Suits.
      No
      Holder of any Note shall have any right to institute any Proceeding, judicial
      or
      otherwise, with respect to this Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy hereunder, unless and subject to the
      provisions of Section 10.16 hereof

     

    (i)  such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii)  the
      Holders of not less than 25% of the aggregate Note Balance of the Notes have
      made a written request to the Indenture Trustee to institute such Proceeding
      in
      respect of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (iii)  such
      Holder or Holders have offered to the Indenture Trustee indemnity reasonably
      satisfactory to it against the costs, expenses and liabilities to be incurred
      in
      complying with such request;

     

    (iv)  the
      Indenture Trustee for 60 days after its receipt of such notice of request and
      offer of indemnity has failed to institute such Proceedings; and

     

    (v)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided.

     

    
      	Section
              5.07.  	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest.

            


    

     

    Notwithstanding
      any other provisions in this Indenture, the Holder of any Note shall have the
      right, which is absolute and unconditional, to receive payment of the principal
      of and interest, if any, on such Note on or after the respective due dates
      thereof expressed in such Note or in this Indenture and to institute suit for
      the enforcement of any such payment, and such right shall not be impaired
      without the consent of such Holder.

     

           
      Section 5.08.  Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
      any
      right or remedy under this Indenture and such Proceeding has been discontinued
      or abandoned for any reason or has been determined adversely to the Indenture
      Trustee or to such Noteholder, then and in every such case the Issuer, the
      Indenture Trustee and the Noteholders shall, subject to any determination in
      such Proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Indenture
      Trustee and the Noteholders shall continue as though no such Proceeding had
      been
      instituted.

     

           
      Section 5.09.  Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee,
      the
      Securities Administrator or to the Noteholders is intended to be exclusive
      of
      any other right or remedy, and every right and remedy shall, to the extent
      permitted by law, be cumulative and in addition to every other right and remedy
      given hereunder or now or hereafter existing at law or in equity or otherwise.
      The assertion or employment of any right or remedy hereunder, or otherwise,
      shall not prevent the concurrent assertion or employment of any other
      appropriate right or remedy.

     

           
      Section 5.10.  Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee or any Holder of any Note to exercise
      any right or remedy accruing upon any Event of Default shall impair any such
      right or remedy or constitute a waiver of any such Event of Default or an
      acquiescence therein. Every right and remedy given by this Article V or by
      law
      to the Indenture Trustee or to the Noteholders may be exercised from time to
      time, and as often as may be deemed expedient, by the Indenture Trustee or
      by
      the Noteholders, as the case may be.

     

           
      Section 5.11.  Control
      By Noteholders.  The
      Holders of a majority of the aggregate Note Balance of Notes shall have the
      right to direct the time, method and place of conducting any Proceeding for
      any
      remedy available to the Indenture Trustee with respect to the Notes or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  any
      direction to the Indenture Trustee to sell or liquidate the Collateral shall
      be
      by Holders of Notes representing not less than 100% of the Note Balances of
      the
      Notes;

     

    (iii)  the
      Indenture Trustee has been provided with indemnity satisfactory to it;
      and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction of the Holders of Notes
      representing a majority of the Note Balances of the Notes.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
      need not take any action that it determines might involve it in
      liability.

     

           
      Section 5.12.  Waiver
      of Past Defaults.  Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section 5.02 hereof, the Holders of Notes representing not less than a
      majority of the aggregate Note Balance of the Notes may waive any past Event
      of
      Default and its consequences except an Event of Default (a) with respect to
      payment of principal of or interest on any of the Notes or (b) in respect of
      a
      covenant or provision hereof which cannot be modified or amended without the
      consent of the Holder of each Note. In the case of any such waiver, the Issuer,
      the Indenture Trustee, the Securities Administrator and the Holders of the
      Notes
      shall be restored to their former positions and rights hereunder, respectively,
      but no such waiver shall extend to any subsequent or other Event of Default
      or
      impair any right consequent thereto.

     

    Upon
      any
      such waiver, any Event of Default arising therefrom shall be deemed to have
      been
      cured and not to have occurred, for every purpose of this Indenture; but no
      such
      waiver shall extend to any subsequent or other Event of Default or impair any
      right consequent thereto.

     

           
      Section 5.13.  Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of any Note and each Beneficial
      Owner of any interest therein by such Holder’s or Beneficial Owner’s acceptance
      thereof shall be deemed to have agreed, that any court may in its discretion
      require, in any suit for the enforcement of any right or remedy under this
      Indenture, or in any suit against the Indenture Trustee or the Securities
      Administrator for any action taken, suffered or omitted by it as Indenture
      Trustee or Securities Administrator, the filing by any party litigant in such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section 5.13 shall not apply to (a) any suit instituted
      by
      the Indenture Trustee or the Securities Administrator, (b) any suit instituted
      by any Noteholder, or group of Noteholders, in each case holding in the
      aggregate more than 10% of the Note Balances of the Notes or (c) any suit
      instituted by any Noteholder for the enforcement of the payment of principal
      of
      or interest on any Note on or after the respective due dates expressed in such
      Note and in this Indenture.

     

           
      Section 5.14.  Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever, claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      shall not hinder, delay or impede the execution of any power herein granted
      to
      the Indenture Trustee or the Securities Administrator, but will suffer and
      permit the execution of every such power as though no such law had been
      enacted.

     

    
      	Section
              5.15.  	
              Sale
                of Trust.

            


    

     

    (a)  The
      power
      to effect any sale or other disposition (a “Sale”) of any portion of the Trust
      pursuant to Section 5.04 hereof is expressly subject to the provisions of
      Section 5.05 hereof and this Section 5.15. The power to effect any such Sale
      shall not be exhausted by any one or more Sales as to any portion of the Trust
      remaining unsold, but shall continue unimpaired until the entire Trust shall
      have been sold or all amounts payable on the Notes and under this Indenture
      shall have been paid. The Indenture Trustee may from time to time postpone
      any
      public Sale by public announcement made at the time and place of such Sale.
      The
      Indenture Trustee hereby expressly waives its right to any amount fixed by
      law
      as compensation for any Sale.

     

    (b)  The
      Indenture Trustee shall not in any private Sale sell the Trust, or any portion
      thereof, unless

     

    (i)  the
      Holders of all Notes consent to or direct the Indenture Trustee to make, such
      Sale, or

     

    (ii)  the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes, in full payment thereof in
      accordance with Section 5.02 hereof, on the Payment Date next succeeding the
      date of such Sale, or

     

    (iii)  the
      Indenture Trustee determines that the conditions for retention of the Collateral
      set forth in Section 5.05 hereof cannot be satisfied (in making any
      determination under this Section 5.15, the Indenture Trustee may conclusively
      rely upon written advice or an opinion of an Independent investment banking
      firm
      obtained and delivered as provided in Section 5.05 hereof), the Holders of
      Notes
      representing at least 100% of the Note Balances of the Notes consent to such
      Sale.

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c)  [Reserved].

     

    (d)  In
      connection with a Sale of all or any portion of the Trust,

     

    (i)  any
      Holder or Holders of Notes may bid for and purchase the property offered for
      sale, and upon compliance with the terms of sale may hold, retain and possess
      and dispose of such property, without further accountability, and may, in paying
      the purchase money therefor, deliver any Notes or claims for interest thereon
      in
      lieu of cash up to the amount which shall, upon distribution of the net proceeds
      of such sale, be payable thereon, and such Notes, in case the amounts so payable
      thereon shall be less than the amount due thereon, shall be returned to the
      Holders thereof after being appropriately stamped to show such partial
      payment;

     

    (ii)  the
      Indenture Trustee, may bid for and acquire the property offered for Sale in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust in a private sale, and, in lieu of paying cash
      therefor, may make settlement for the purchase price by crediting the gross
      Sale
      price against the sum of (A) the amount which would be payable to the Holders
      of
      the Notes and Holders of Certificates on the Payment Date next succeeding the
      date of such Sale and (B) the expenses of the Sale and of any Proceedings in
      connection therewith which are reimbursable to it, without being required to
      produce the Notes in order to complete any such Sale or in order for the net
      Sale price to be credited against such Notes, and any property so acquired
      by
      the Indenture Trustee shall be held and dealt with by it in accordance with
      the
      provisions of this Indenture;

     

    (iii)  the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance, prepared by the Issuer and satisfactory to the Indenture Trustee,
      transferring its interest in any portion of the Trust in connection with a
      Sale
      thereof;

     

    (iv)  the
      Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
      of the Issuer to transfer and convey its interest in any portion of the Trust
      in
      connection with a Sale thereof, and to take all action necessary to effect
      such
      Sale; and

     

    (v)  no
      purchaser or transferee at such a Sale shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any monies.

     

           
      Section 5.16.  Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      Noteholders shall be impaired by the recovery of any judgment by the Indenture
      Trustee against the Issuer or by the levy of any execution under such judgment
      upon any portion of the Trust or upon any of the assets of the Issuer. Any
      money
      or property collected by the Indenture Trustee shall be applied in accordance
      with Section 5.04(b) hereof.

     

    
      	Section
              5.17.  	
              Performance
                and Enforcement of Certain Obligations.

            


    

     

    (a)  Promptly
      following a request from the Indenture Trustee to do so, the Issuer in its
      capacity as holder of the Mortgage Loans, shall take all such lawful action
      as
      the Indenture Trustee may request to cause the Issuer to compel or secure the
      performance and observance by the Seller, the Servicer and the Master Servicer,
      as applicable, of each of their obligations to the Issuer under or in connection
      with the Mortgage Loan Sale and Contribution Agreement and the Servicing
      Agreement, and to exercise any and all rights, remedies, powers and privileges
      lawfully available to the Issuer under or in connection with the Mortgage Loan
      Sale and Contribution Agreement and the Servicing Agreement to the extent and
      in
      the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans,
      including the transmission of notices of default on the part of the Seller,
      the
      Servicer or the Master Servicer thereunder and the institution of legal or
      administrative actions or proceedings to compel or secure performance by the
      Seller, the Servicer or the Master Servicer of each of their obligations under
      the Mortgage Loan Sale and Contribution Agreement and the Servicing
      Agreement.

     

    (b)  The
      Indenture Trustee, as pledgee of the Mortgage Loans, may, and at the direction
      (which direction shall be in writing or by telephone (confirmed in writing
      promptly thereafter)) of the Holders of 66-2/3% of the Note Balances of the
      Notes, shall exercise all rights, remedies, powers, privileges and claims of
      the
      Issuer against the Originator, the Seller, the Servicer or the Master Servicer
      under or in connection with the Mortgage Loan Sale and Contribution Agreement
      and the Servicing Agreement, including the right or power to take any action
      to
      compel or secure performance or observance by the Originator, the Seller, the
      Servicer or the Master Servicer, as the case may be, of each of their
      obligations to the Issuer thereunder and to give any consent, request, notice,
      direction, approval, extension or waiver under the Mortgage Loan Sale and
      Contribution Agreement and the Servicing Agreement, as the case may be, and
      any
      right of the Issuer to take such action shall not be suspended.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    
      	Section
              6.01.  	
              Duties
                of Indenture Trustee and the Securities Administrator.

            


    

     

    (a)  If
      an
      Event of Default has occurred and is continuing, each of the Indenture Trustee
      and the Securities Administrator shall exercise the rights and powers vested
      in
      it by this Indenture and use the same degree of care and skill in their exercise
      as a prudent person would exercise or use under the circumstances in the conduct
      of such person’s own affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  each
      of
      the Indenture Trustee and the Securities Administrator undertakes to perform
      such duties and only such duties as are specifically set forth in this Indenture
      and no implied covenants or obligations shall be read into this Indenture
      against the Indenture Trustee or the Securities Administrator; and

     

    (ii)  in
      the
      absence of bad faith on its part, each of the Indenture Trustee and the
      Securities Administrator may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Indenture Trustee or the Securities
      Administrator and conforming to the requirements of this Indenture; however,
      each of the Indenture Trustee and the Securities Administrator shall examine
      the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture.

     

    (c)  Neither
      the Indenture Trustee nor the Securities Administrator may be relieved from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct, except that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this Section
      6.01;

     

    (ii)  neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      any
      error of judgment made in good faith by a Responsible Officer unless it is
      proved that the Indenture Trustee or the Securities Administrator was negligent
      in ascertaining the pertinent facts; and

     

    (iii)  neither
      the Indenture Trustee nor the Securities Administrator shall be liable with
      respect to any action it takes or omits to take in good faith in accordance
      with
      a direction received by it from Noteholders or from the Issuer, which they
      are
      entitled to give under the Basic Documents.

     

    (d)  Neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      interest on any money received by it.

     

    (e)  Money
      held in trust by the Indenture Trustee or the Securities Administrator need
      not
      be segregated from other trust funds except to the extent required by law or
      the
      terms of this Indenture or the Trust Agreement.

     

    (f)  No
      provision of this Indenture shall require the Indenture Trustee or the
      Securities Administrator to expend or risk its own funds or otherwise incur
      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
      to
      believe that repayment of such funds or indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

     

    (g)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee and the Securities
      Administrator shall be subject to the provisions of this Section and to the
      provisions of the TIA.

     

    (h)  The
      Indenture Trustee shall act in accordance with Section 6.03 of the Servicing
      Agreement and shall act as successor to the Master Servicer or appoint a
      successor Master Servicer in accordance with Section 6.04 of the Servicing
      Agreement.

     

    (i)  In
      order
      to comply with its duties under U.S.A. Patriot Act, the Securities Administrator
      shall obtain and verify certain information and documentation from the other
      parties hereto, including, but not limited to, such party’s name, address, and
      other identifying information.

     

    (j)  The
      Securities Administrator agrees to notify the Master Servicer in writing no
      later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar
      amount of the funds received by the Securities Administrator from the Servicer
      on such Deposit Date and any other information reasonably requested by the
      Master Servicer, so as to enable the Master Servicer to make the reconciliations
      and verifications required to be made by it pursuant to Section 4.01 of the
      Servicing Agreement.

     

    (k)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Interest Rate Swap Agreement (including, without limitation, its obligation
      to
      make any payment or transfer collateral), or breaches any of its representations
      and warranties thereunder, or in the event that any Event of Default,
      Termination Event, or Additional Termination Event (each as defined in the
      Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
      Agreement, the Securities Administrator shall, promptly following actual notice
      of such failure, breach or event, notify the Depositor and send any notices
      and
      make any demands, on behalf of the Issuer, required to enforce the rights of
      the
      Issuer under the Interest Rate Swap Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Interest Rate 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 Interest Rate Swap Agreement,
      the Securities Administrator shall, promptly following actual notice of 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 Interest Rate 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.

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement other than in connection
      with the optional redemption of the Notes, the Securities Administrator, at
      the
      direction of the Depositor, will use reasonable efforts to appoint a successor
      swap provider to enter into a new interest rate swap agreement on terms
      substantially similar to the Interest Rate Swap Agreement, with a successor
      swap
      provider meeting all applicable eligibility requirements. If the Securities
      Administrator receives a termination payment from the Swap Provider in
      connection with such early termination, the Securities Administrator will apply
      such termination payment to any upfront payment required to appoint the
      successor swap provider. If the Securities Administrator is required to pay
      a
      termination payment to the Swap Provider in connection with such early
      termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such termination
      payment.

     

    If
      the
      Indenture Trustee is unable to appoint a successor swap provider within 30
      days
      of the early termination, then the Securities Administrator (acting on behalf
      of
      the Issuer) will deposit any termination payment received from the original
      Swap
      Provider into a separate, non-interest bearing reserve account and will, on
      each
      subsequent Payment 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 Issuer by the original Swap Provider calculated in
      accordance with the terms of the original Interest Rate Swap Agreement, and
      distribute such amount in accordance with the terms of Section
      3.05.

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement in connection with the
      optional redemption of the Notes, if the Securities Administrator receives
      a
      termination payment from the Swap Provider, such termination payment will be
      distributed in accordance with Section 3.05.

     

    
      	Section
              6.02.  	
              Rights
                of Indenture Trustee and Securities Administrator.

            


    

     

    (a)  Each
      of
      the Indenture Trustee and the Securities Administrator may conclusively rely
      on,
      and shall be fully protected from acting or refraining from acting upon, any
      document believed by it to be genuine and to have been signed or presented
      by
      the proper person. Neither the Indenture Trustee nor the Securities
      Administrator need investigate any fact or matter stated in the
      document.

     

    (b)  Before
      the Indenture Trustee or the Securities Administrator acts or refrains from
      acting, it may require an Officer’s Certificate or an Opinion of Counsel.
      Neither the Indenture Trustee nor the Securities Administrator shall be liable
      for any action it takes or omits to take in good faith in reliance on an
      Officer’s Certificate or Opinion of Counsel.

     

    (c)  Neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      any
      action it takes or omits to take in good faith which it believes to be
      authorized or within its rights or powers; provided,
      however,
      that
      the Indenture Trustee’s or the Securities Administrator’s conduct does not
      constitute willful misconduct, negligence or bad faith.

     

    (d)  Each
      of
      the Indenture Trustee and the Securities Administrator may consult with counsel,
      and the advice or Opinion of Counsel with respect to legal matters relating
      to
      the Basic Documents and the Notes shall be full and complete authorization
      and
      protection from liability in respect to any action taken, omitted or suffered
      by
      it hereunder or in connection herewith in good faith and in accordance with
      the
      advice or opinion of such counsel.

     

    (e)  Each
      of
      the Indenture Trustee and the Securities Administrator may execute any of the
      trusts or powers hereunder or perform any duties hereunder, either directly
      or
      by or through agents, attorneys, custodians or nominees appointed with due
      care,
      and shall not be responsible for any willful misconduct or negligence on the
      part of any agent, attorney, custodian or nominee so appointed.

     

    (f)  Any
      permissive right of the Indenture Trustee enumerated in this Indenture shall
      not
      be construed as a duty.

     

    (g)  In
      no
      event shall the Indenture Trustee be liable, directly or indirectly, for any
      special, indirect or consequential damages, even if the Indenture Trustee has
      been advised of the possibility of such damages.

     

           
      Section 6.03.  Individual
      Rights of Indenture Trustee and Securities Administrator.
      The
      Indenture Trustee or the Securities Administrator in its individual or any
      other
      capacity may become the owner or pledgee of Notes and may otherwise deal with
      the Issuer or its Affiliates with the same rights it would have if it were
      not
      Indenture Trustee or the Securities Administrator, as applicable, subject to
      the
      requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
      co-paying agent may do the same with like rights. However, each of the Indenture
      Trustee and the Securities Administrator must comply with Sections 6.11 and
      6.12
      hereof.

     

           
      Section 6.04.  Indenture
      Trustee’s and Securities Administrator’s Disclaimer.
      Neither
      the Indenture Trustee nor the Securities Administrator shall be responsible
      for
      and makes no representation as to the validity or adequacy of this Indenture
      or
      the Notes, it shall not be accountable for the Issuer’s use of the proceeds from
      the Notes, and it shall not be responsible for any statement of the Issuer
      in
      the Indenture or in any document issued in connection with the sale of the
      Notes
      or in the Notes other than the Securities Administrator’s certificate of
      authentication. 

     

           
      Section 6.05.  Notice
      of Event of Default.
      Subject
      to Section 5.01, the Indenture Trustee or the Securities Administrator shall
      promptly mail to each Noteholder notice of the Event of Default after it is
      actually known to a Responsible Officer
      of
      the Indenture Trustee or the Securities Administrator, unless such Event of
      Default shall have been waived or cured. Except in the case of an Event of
      Default in payment of principal of or interest on any Note, the Indenture
      Trustee or the Securities Administrator may withhold the notice if and so long
      as it in good faith determines that withholding the notice is in the interests
      of Noteholders.

     

    
      	Section
              6.06.  	
              Reports
                by Securities Administrator to Holders and Tax
                Administration.

            


    

     

    The
      Securities Administrator shall deliver to each Noteholder such information
      as
      may be required to enable such holder to prepare its federal and state income
      tax returns. Pursuant to the Mortgage Loan Sale and Contribution Agreement,
      the
      Administrator will prepare and file (or cause to be prepared and filed), on
      behalf of the Owner Trustee or the Issuer, all tax returns (if any) and
      information reports, tax elections and such annual or other reports of the
      Issuer as are necessary for preparation of tax returns and information reports
      as required by the Code. In addition, the Securities Administrator shall prepare
      a Form 1099 with respect to each calendar year.

     

           
      Section 6.07.  Compensation
      and Indemnity.  Each
      of the Indenture Trustee and the Securities Administrator shall be paid by
      the
      Master Servicer from a portion of the Master Servicing Fee.

     

    The
      Issuer shall reimburse the Indenture Trustee, the Securities Administrator
      and
      the Owner Trustee for all reasonable out-of-pocket expenses incurred or made
      by
      it, including costs of collection, in addition to compensation for its services.
      Such expenses shall include reasonable compensation and expenses, disbursements
      and advances of the Indenture Trustee’s the Securities Administrator’s or the
      Owner Trustee’s agents, counsel, accountants and experts. The Issuer shall
      indemnify each of the Indenture Trustee, the Securities Administrator and the
      Master Servicer and hold each of them harmless against any and all claim, tax,
      penalty, loss, liability or expense (including attorneys’ fees and expenses) of
      any kind whatsoever incurred by it in connection with the administration of
      this
      Trust and the performance of its duties under any of the Basic Documents. The
      Indenture Trustee, the Securities Administrator or the Master Servicer, as
      applicable, shall notify the Issuer promptly of any claim for which it may
      seek
      indemnity. Failure by the Indenture Trustee, the Securities Administrator or
      the
      Master Servicer to so notify the Issuer shall not relieve the Issuer of its
      obligations hereunder, unless the Issuer is materially prejudiced thereby.
      The
      Issuer shall defend any such claim, and the Indenture Trustee, the Securities
      Administrator or the Master Servicer, as applicable (each an “Indemnified
      Party”) shall have the right to employ separate counsel with respect to any such
      claim and to participate in the defense thereof, but the fees and expenses
      of
      such counsel shall be at the expense of such Indemnified Party unless: (i)
      the
      employment thereof has been specifically authorized by the Issuer in writing;
      (ii) such Indemnified Party shall have been advised by such counsel that there
      may be one or more legal defenses available to it which are different from
      or
      additional to those available to the Issuer and in the reasonable judgment
      of
      such counsel it is advisable for such Indemnified Party to employ separate
      counsel or (iii) the Issuer has failed to assume the defense of such claim
      within a reasonable period of time following written notice thereof, it being
      understood, however, with respect to any event described in clause (ii) or
      clause (iii) hereof, that the Issuer shall not, in connection with any one
      such
      claim or separate but substantially similar or related claims in the same
      jurisdiction arising out of the same general allegations or circumstances,
      be
      liable for the reasonable fees and expenses of more than one separate firm
      of
      attorneys (in addition to local counsel) at any time for all such Indemnified
      Parties, which firm shall be designated in writing by the Indemnified Parties.
      The Issuer is not obligated to reimburse any expense or indemnify against any
      loss, liability or expense incurred by the Indenture Trustee, the Securities
      Administrator or the Master Servicer through the Indenture Trustee’s, the
      Securities Administrator’s or the Master Servicer’s own willful misconduct,
      negligence or bad faith.

     

    Notwithstanding
      anything to the contrary contained herein, the Issuer shall not settle any
      claim
      involving the Indenture Trustee without the Indenture Trustee’s prior written
      consent unless such settlement involves a complete and absolute release of
      the
      Indenture Trustee from any and all liability in connection with such
      claim.

     

    The
      Issuer shall indemnify each of the Originator and the Seller to the extent
      set
      forth in Section 5.2 of the Mortgage Loan Sale and Contribution
      Agreement.

     

    The
      Issuer’s payment and indemnification obligations to the Indenture Trustee, the
      Securities Administrator, the Master Servicer and the Owner Trustee pursuant
      to
      this Section 6.07 shall survive the discharge of this Indenture and the
      termination or resignation of the Indenture Trustee, the Securities
      Administrator or the Master Servicer. When the Indenture Trustee, the Securities
      Administrator, the Master Servicer or the Owner Trustee incurs expenses after
      the occurrence of an Event of Default with respect to the Issuer, the expenses
      are intended to constitute expenses of administration under Title 11 of the
      United States Code or any other applicable federal or state bankruptcy,
      insolvency or similar law.

     

           
      Section 6.08.  Replacement
      of Indenture Trustee or Securities Administrator.
      No
      resignation or removal of the Indenture Trustee or the Securities Administrator
      and no appointment of a successor Indenture Trustee or Securities Administrator
      shall become effective until the acceptance of appointment by the successor
      Indenture Trustee or Securities Administrator pursuant to this Section 6.08.
      The
      Indenture Trustee or the Securities Administrator may resign at any time by
      so
      notifying the Issuer. Holders of a majority of Note Balances of the Notes may
      remove the Indenture Trustee or the Securities Administrator by so notifying
      the
      Indenture Trustee or the Securities Administrator, as applicable, and may
      appoint a successor Indenture Trustee or Securities Administrator. The Issuer
      shall remove the Indenture Trustee or the Securities Administrator
      if:

     

    (i)  the
      Indenture Trustee or the Securities Administrator fails to comply with Section
      6.11 hereof;

     

    (ii)  the
      Indenture Trustee or the Securities Administrator is adjudged a bankrupt or
      insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or the
      Securities Administrator or its respective property; or

     

    (iv)  the
      Indenture Trustee or the Securities Administrator otherwise becomes incapable
      of
      acting.

     

    If
      the
      Indenture Trustee or the Securities Administrator resigns or is removed or
      if a
      vacancy exists in the office of the Indenture Trustee or the Securities
      Administrator for any reason (the Indenture Trustee in such event being referred
      to herein as the retiring Indenture Trustee and the Securities Administrator
      in
      such event being referred to herein as the retiring Securities Administrator),
      the Issuer shall, promptly appoint a successor Indenture Trustee or Securities
      Administrator, as applicable.

     

    A
      successor Indenture Trustee or Securities Administrator shall deliver a written
      acceptance of its appointment to the retiring Indenture Trustee or Securities
      Administrator, as applicable, and to the Issuer. Thereupon, the resignation
      or
      removal of the retiring Indenture Trustee or Securities Administrator shall
      become effective, and the successor Indenture Trustee or Securities
      Administrator shall have all the rights, powers and duties of the Indenture
      Trustee or Securities Administrator, as applicable, under this Indenture. The
      successor Indenture Trustee or Securities Administrator shall mail a notice
      of
      its succession to Noteholders and the Rating Agencies. The retiring Indenture
      Trustee or Securities Administrator shall promptly transfer all property held
      by
      it as Indenture Trustee or Securities Administrator to the successor Indenture
      Trustee or Securities Administrator, as applicable.

     

    If
      a
      successor Indenture Trustee or Securities Administrator does not take office
      within 30 days after the retiring Indenture Trustee or Securities Administrator
      resigns or is removed, the retiring Indenture Trustee or Securities
      Administrator, as applicable, the Issuer or the Holders of a majority of Note
      Balances of the Notes may petition any court of competent jurisdiction for
      the
      appointment of a successor Indenture Trustee or Securities
      Administrator.

     

    Notwithstanding
      the replacement of the Indenture Trustee or Securities Administrator pursuant
      to
      this Section, the Issuer’s obligations under Section 6.07 shall continue
      for the benefit of the retiring Indenture Trustee or Securities
      Administrator.

     

    Section
      6.09.  Successor
      Indenture Trustee or Securities Administrator by Merger.
      If
      either the Indenture Trustee or the Securities Administrator consolidates with,
      merges or converts into, or transfers all or substantially all of its corporate
      trust business or assets to, another corporation or banking association, the
      resulting, surviving or transferee corporation, without any further act, shall
      be the successor Indenture Trustee or Securities Administrator, as applicable;
      provided, that such corporation or banking association shall be otherwise
      qualified and eligible under Section 6.11 hereof. The Indenture Trustee or
      the
      Securities Administrator, as applicable, shall provide the Rating Agencies
      with
      prior written notice of any such transaction.

     

    If
      at the
      time such successor or successors by merger, conversion or consolidation to
      the
      Securities Administrator shall succeed to the trusts created by this Indenture
      and any of the Notes shall have been authenticated but not delivered, any such
      successor to the Securities Administrator may adopt the certificate of
      authentication of any predecessor trustee and deliver such Notes so
      authenticated; and if at that time any of the Notes shall not have been
      authenticated, any successor to the Securities Administrator may authenticate
      such Notes either in the name of any predecessor hereunder or in the name of
      the
      successor to the Securities Administrator; and in all such cases such
      certificates shall have the full force which it is in the Notes or in this
      Indenture provided that the certificate of the Securities Administrator shall
      have.

     

    
      	Section
              6.10.  	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee.

            


    

     

    (a)  Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust may
      at
      the time be located, the Indenture Trustee shall have the power and may execute
      and deliver all instruments to appoint one or more Persons to act as a
      co-trustee or co-trustees, separate trustee or separate trustees, of all or
      any
      part of the Trust, and to vest in such Person or Persons, in such capacity
      and
      for the benefit of the Noteholders, such title to the Trust, or any part hereof,
      and, subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Indenture 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 6.11
      hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture 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 the Collateral or
      any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture 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 Indenture and the conditions
      of this Article VI. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture 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 Indenture
      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
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

           
      Section 6.11.  Eligibility;
      Disqualification.  The
      Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a).
      The Indenture Trustee shall have a combined capital and surplus of at least
      $50,000,000 as set forth in its most recent published annual report of condition
      and it or its parent shall have a long-term debt rating of “Baa3” or better by
      Moody’s and “BBB” or better by S&P. The Indenture Trustee shall comply with
      TIA § 310(b), including the optional provision permitted by the second sentence
      of TIA § 310(b)(9); provided,
      however,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
      indentures under which other securities of the Issuer are outstanding if the
      requirements for such exclusion set forth in TIA § 310(b)(1) are
      met.

     

           
      Section 6.12.  Preferential
      Collection of Claims Against Issuer.
      The
      Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
      relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or
      been removed shall be subject to TIA § 311(a) to the extent
      indicated.

     

           
      Section 6.13.  Representations
      and Warranties.  Each
      of the Indenture Trustee and the Securities Administrator hereby represents
      that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States.

     

    (ii)  The
      execution and delivery of this Indenture by it, and the performance and
      compliance with the terms of this Indenture by it, will not violate its charter
      or bylaws.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Indenture has duly authorized the execution, delivery
      and
      performance of this Indenture, and has duly executed and delivered this
      Indenture.

     

    (iv)  This
      Indenture, assuming due authorization, execution and delivery by the Issuer,
      constitutes a valid, legal and binding obligation of it, enforceable against
      it
      in accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, receivership, reorganization, moratorium and other laws affecting
      the enforcement of creditors’ rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a proceeding
      in
      equity or at law.

     

    (v)  Each
      of
      the Indenture Trustee and the Securities Administrator is a “securities
      intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the New
      York UCC, that in the ordinary course of its business maintains “securities
      accounts” for others, as such term is used in Section 8-501 of the New York UCC.
      The local law of jurisdiction of each of the Indenture Trustee and the
      Securities Administrator as securities intermediary shall be the State of New
      York.

     

           
      Section 6.14.  Directions
      to Indenture Trustee and Securities Administrator. 
      The Indenture Trustee and the Securities Administrator are hereby
      directed:

     

    (i)  in
      the
      case of the Indenture Trustee, to accept the pledge of the Mortgage Loans and
      hold the assets of the Trust in trust for the Noteholders;

     

    (ii)  in
      the
      case of the Securities Administrator, to authenticate and deliver the Notes
      substantially in the form prescribed by Exhibit A-1 and Exhibit A-2 to this
      Indenture in accordance with the terms of this Indenture; and

     

    (iii)  to
      take
      all other actions as shall be required to be taken by the terms of this
      Indenture.

     

           
      Section 6.15.  The
      Agents.  The
      provisions of this Indenture relating to the limitations of the Indenture
      Trustee’s and the Securities Administrator’s liability and to its indemnity,
      rights and protections shall inure also to the Paying Agent and Note
      Registrar.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    
      	Section
              7.01.  	
              Issuer
                To Furnish Securities Administrator Names and Addresses of
                Noteholders.

            


    

     

    The
      Issuer will furnish or cause to be furnished to the Securities Administrator
      (a)
      not more than five days after each Record Date, a list, in such form as the
      Securities Administrator may reasonably require, of the names and addresses
      of
      the Holders of Notes as of such Record Date, and (b) at such other times as
      the
      Securities Administrator may request in writing, within 30 days after receipt
      by
      the Issuer of any such request, a list of similar form and content as of a
      date
      not more than 10 days prior to the time such list is furnished; provided,
      however,
      that so
      long as the Securities Administrator is the Note Registrar, no such list shall
      be required to be furnished to the Securities Administrator.

     

    
      	Section
              7.02.  	
              Preservation
                of Information; Communications to Noteholders.

            


    

     

    (a)  The
      Securities Administrator shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Indenture Trustee as provided in Section
      7.01
      hereof and the names and addresses of Holders of Notes received by the
      Securities Administrator in its capacity as Note Registrar. The Securities
      Administrator may destroy any list furnished to it as provided in such Section
      7.01 upon receipt of a new list so furnished.

     

    (b)  Noteholders
      or Note Owners may communicate pursuant to TIA § 312(b) with other Noteholders
      or Note Owners with respect to their rights under this Indenture or under the
      Notes.

     

    (c)  The
      Issuer, the Indenture Trustee, the Securities Administrator and the Note
      Registrar shall have the protection of TIA § 312(c).

     

    
      	Section
              7.03.  	
              Reports
                of Issuer.

            


    

     

    (a)  Subject
      to Section 3.13 of the Servicing Agreement,

     

    (i)  The
      Securities Administrator shall file with the Commission on behalf of the Issuer,
      with a copy to the Issuer within 15 days before the Issuer is required to file
      the same with the Commission, the annual reports and the information, documents
      and other reports (or such portions of any of the foregoing as the Commission
      may from time to time by rules and regulations prescribe) that the Issuer may
      be
      required to file with the Commission pursuant to Section 13 or 15(d) of the
      Exchange Act;

     

    (ii)  The
      Securities Administrator shall file with the Commission, on behalf of the
      Issuer, in accordance with rules and regulations prescribed from time to time
      by
      the Commission such additional information, documents and reports with respect
      to compliance by the Issuer with the conditions and covenants of this Indenture
      as may be required from time to time by such rules and regulations;

     

    (iii)  The
      Securities Administrator shall supply (and the Securities Administrator shall
      transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of
      any information, documents and reports required to be filed by the Issuer
      pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and
      regulations prescribed from time to time by the Commission; and

     

    (iv)  For
      each
      Distribution Date, through and including the Distribution Date in December
      2007,
      the Securities Administrator shall calculate the Significance Percentage of
      the
      Interest Rate Swap Agreement. If on any such Distribution Date, the Significance
      Percentage is equal to or greater than 9%, the Securities Administrator shall
      promptly notify the Depositor and the Depositor, on behalf of the Securities
      Administrator, shall obtain the financial information required to be delivered
      by the Swap Provider pursuant to the terms of the Interest Rate Swap Agreement.
      If, on any succeeding Distribution Date through and including the Distribution
      Date in December 2007, the Significance Percentage is equal to or greater than
      10%, the Securities Administrator shall promptly notify the Depositor and the
      Depositor shall, within 5 Business Days of such Distribution Date, deliver
      to
      the Securities Administrator the financial information provided to it by the
      Swap Provider for inclusion in the Form 10-D relating to such Distribution
      Date.

     

    With
      respect to any Payment Date, for purposes of determining the numerator of the
      fraction that constitutes the Significance Percentage, the interest rate used
      to
      project future amounts payable under the Interest Rate Swap Agreement shall
      be
      equal to the highest rate reflected on the Implied Forwards Curve available
      at
      Bloomberg Financial Markets, L.P. for the remaining term of the Interest Rate
      Swap Agreement plus the percentage equivalent of a fraction, the numerator
      of
      which is 3.00% and the denominator of which is the remaining Payment Dates
      on
      which the Securities Administrator is entitled to receive payments under the
      Interest Rate Swap Agreement). The discount rate used to determine the net
      present value of the estimated future amounts payable shall be equal to the
      lowest rate reflected on the Implied Forwards Curve. The Securities
      Administrator shall obtain the Implied Forwards Curve from Bloomberg within
      15
      Business Days of the respective Payment Date. To determine the Implied Forwards
      Curve for such Payment Date, the Securities Administrator shall take the
      following steps on the Bloomberg terminal: (1) the following keystrokes shall
      be
      entered: fwcv <enter>, 32 (or any such other number as represents the
      United States) <enter>, 3 <enter>; (2) the Forwards shall be set to
“1-Mo”; (3) the Intervals shall be set to “1-Mo”; and (4) the Points shall be
      set to equal the remaining term of the Interest Rate Swap Agreement in months
      and the Securities Administrator shall click <enter>. For purposes of
      estimating future amounts payable under the Interest Rate Swap Agreement, the
      accrual period for both the Fixed Amounts and the Floating Amounts (as defined
      in the Confirmation) shall be assumed to be a 30-day period in a 360-day
      year.

     

    (b)  Unless
      the Issuer otherwise determines, the fiscal year of the Issuer shall end on
      December 31st
      of each
      year.

     

           
      Section 7.04.  Reports
      by Securities Administrator.
      If
      required by TIA § 313(a), within 60 days after each January 30th
      beginning with March 31, 2008, the Securities Administrator (on behalf of the
      Indenture Trustee) shall mail to each Noteholder as required by TIA § 313(c) a
      brief report dated as of such date that complies with TIA § 313(a). The
      Securities Administrator (on behalf of the Indenture Trustee) also shall comply
      with TIA § 313(b).

     

    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed by the
      Securities Administrator with the Commission via EDGAR and each stock exchange,
      if any, on which the Notes are listed. The Issuer shall notify the Indenture
      Trustee and the Securities Administrator if and when the Notes are listed on
      any
      stock exchange.

     

    
      	Section
              7.05.  	
              Statements
                to Noteholders.

            


    

     

    (a)  Not
      later
      than each Payment Date the Securities Administrator shall prepare a statement
      (the “Remittance Report”) containing the information set forth below with
      respect to such Payment Date, which information shall be based solely upon
      the
      loan level information furnished by the Servicer and the Master Servicer, as
      applicable, upon which the Securities Administrator shall conclusively rely
      without independent verification thereof:

     

    (i)  the
      Available Funds and the Note Rate for each Class for the related Payment
      Date;

     

    (ii)  the
      aggregate amount of the payment to each Class of Notes on such Payment
      Date;

     

    (iii)  the
      amount of the payment set forth in paragraph (ii) above in respect of interest,
      the amount thereof in respect of any Class Interest Carryover Shortfall, and
      the
      amount of any Class Interest Carryover Shortfall remaining and the amount
      thereof in respect of any Class N Interest Shortfall, and the amount of any
      Class N Interest Shortfall remaining;

     

    (iv)  the
      amount of the payment set forth in paragraph (ii) above in respect of principal
      and the amount thereof in respect of the Class Principal Carryover Shortfall,
      and any remaining Class Principal Carryover Shortfall;

     

    (v)  the
      amount of Excess Interest paid as principal;

     

    (vi)  the
      aggregate amount of the Servicing Fee and the Master Servicing Fee for such
      Payment Date;

     

    (vii)  the
      Pool
      Balance and the aggregate Principal Balance of the Mortgage Loans in each Loan
      Group as of the close of business on the last day of the preceding Due
      Period;

     

    (viii)  the
      Class
      Note Balance of each Class of Notes after giving effect to payments allocated
      to
      principal;

     

    (ix)  the
      Overcollateralization Amount and the Required Overcollateralization Amount
      as of
      the close of business on the Payment Date, after giving effect to payments
      of
      principal on such Payment Date;

     

    (x)  whether
      a
      Cumulative Loss Event or a Delinquency Event has occurred and is continuing
      and
      the calculation thereof;

     

    (xi)  the
      aggregate amount of Principal Prepayments received during the related Prepayment
      Period;

     

    (xii)  the
      amount of all Curtailments that were received during the Due
      Period;

     

    (xiii)  the
      principal portion of all Monthly Payments received during the Due
      Period;

     

    (xiv)  the
      interest portion of all Monthly Payments received on the Mortgage Loans during
      the Due Period;

     

    (xv)  the
      amount of the Monthly Advances and the Compensating Interest payment to be
      made
      on the Determination Date;

     

    (xvi)  the
      amount to be distributed to the Certificates for the Payment Date;

     

    (xvii)  the
      weighted average remaining term to maturity of the Mortgage Loans and the
      weighted average Loan Rate as of the first day of the related Due
      Period;

     

    (xviii)  the
      amount of all payments or reimbursements to the Servicer pursuant to Sections
      3.03(ii) and (vi) of the Servicing Agreement (as reported by the
      Servicer);

     

    (xix)  the
      number of Mortgage Loans outstanding at the beginning and at the end of the
      related Due Period;

     

    (xx)  the
      amount of Liquidation Loan Losses experienced during the preceding Due Period
      and the Cumulative Net Losses as a percentage of the Cut-Off Date Pool
      Balance;

     

    (xxi)  as
      of the
      end of the preceding calendar month, the number and Principal Balance of
      Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance
      of Mortgage Loans which are 60-89 days delinquent; the number and Principal
      Balance of Mortgage Loans which are 90 or more days delinquent (including the
      number and Principal Balance of Mortgage Loans which are in foreclosure; the
      number and Principal Balance of Mortgage Loans in bankruptcy; and the number
      and
      Principal Balance of Mortgage Loans which are REO Property, each separately
      set
      forth) (for the avoidance of doubt, delinquencies in this clause (xxi) are
      measured in accordance with the OTS method);

     

    (xxii)  the
      amounts of Applied Realized Loss Amounts for the applicable Due Period and
      the
      cumulative amount of Applied Realized Loss Amounts to date; 

     

    (xxiii)  the
      number and aggregate Principal Balance of Mortgage Loans, other than Mortgage
      Loans in default or imminent default, that were modified by the Servicer during
      the related Due Period (as reported by the Servicer)

     

    (xxiv)  the
      amount of Basis Risk Shortfall Amount paid to each Class of Group I
      Notes;

     

    (xxv)  the
      amount of any Net Swap Payments or Swap Termination Payments;

     

    (xxvi)  whether
      a
      Stepdown Date or Trigger Event is in effect on such Payment Date;
      and

     

    (xxvii)  the
      applicable Record Dates, Interest Accrual Periods and determination dates for
      calculating payments for such Payment Date.

     

    (b)  The
      Securities Administrator shall make available such report to the Servicer,
      the
      Master Servicer, the Indenture Trustee, the Seller, the Noteholders, the Rating
      Agencies, Bloomberg (at 499 Park Avenue, New York, New York 10022, Attention:
      Mike Geller) and Intex Solutions (at 35 Highland Circle, Needham, Massachusetts
      02144, Attention: Harold Brennman) on the Payment Date. The Securities
      Administrator may fully rely upon and shall have no liability with respect
      to
      information provided by the Servicer or the Master Servicer. In the case of
      information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above,
      the amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the related
      Cut-Off Date.

     

    (c)  The
      Securities Administrator will make the Remittance Report (and, at its option,
      any additional files containing the same information in an alternative format)
      available each month to Noteholders and the parties to this Indenture via the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at “www.ctslink.com”. Assistance in
      using the website can be obtained by calling the Securities Administrator’s
      customer service desk at (301) 815-6600. Parties that are unable to use the
      above distribution options are entitled to have a paper copy mailed to them
      via
      first class mail by calling the customer service desk and indicating such.
      The
      Securities Administrator shall have the right to change the way Remittance
      Reports 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. As a condition to access the Securities Administrator’s
      internet website, the Securities Administrator may require registration and
      the
      acceptance of a disclaimer. The Securities Administrator will not be liable
      for
      the dissemination of information in accordance with this Agreement. The
      Securities Administrator shall also be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing the Remittance Report and may affix thereto
      any disclaimer it deems appropriate in its reasonable discretion (without
      suggesting liability on the part of any other party hereto).

     

    ARTICLE
      VIII

     

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

           
      Section 8.01.  Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Securities Administrator, on behalf
      of the Indenture Trustee, may demand payment or delivery of, and shall receive
      and collect, directly and without intervention or assistance of any fiscal
      agent
      or other intermediary, all money and other property payable to or receivable
      by
      the Indenture Trustee or the Securities Administrator pursuant to this
      Indenture. The Securities Administrator shall apply all such money received
      by
      it as provided in this Indenture. Except as otherwise expressly provided in
      this
      Indenture, if any default occurs in the making of any payment or performance
      under any agreement or instrument that is part of the Trust, the Indenture
      Trustee may take such action as may be appropriate to enforce such payment
      or
      performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

    
      	Section
              8.02.  	
              Trust
                Accounts.

            


    

     

    (a)  On
      or
      prior to the Closing Date, the Issuer shall cause the
      Securities Administrator
      to
      establish and maintain, in the name of the Indenture Trustee, for the benefit
      of
      the Noteholders, the Payment Account as provided in Section 3.01
      hereof.

     

    (b)  On
      each
      Payment Date, the Securities Administrator shall pay all remaining amounts
      on
      deposit in the Payment Account to the Noteholders in respect of the Notes and
      to
      such other persons in the order of priority set forth in Section 3.05 hereof
      (except as otherwise provided in Section 5.04(b) hereof).

     

           
      Section 8.03.  Collateral
      Account

     

    (a)  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 Noteholders. The Swap Collateral Account must be an Eligible
      Account and shall be titled “Swap Collateral Account, Wells Fargo Bank, N.A., as
      Swap Custodian for registered Noteholders of Renaissance Home Equity Loan Trust
      2007-1, Home Equity Loan Asset-Backed Notes, Series 2007-1.”

     

    (b)  The
      Swap
      Custodian shall credit to 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 Interest
      Rate 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 Interest Rate 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.

     

    (c)  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
      Eligible Investments in accordance with the requirements of the Swap Credit
      Support Annex. All amounts earned on amounts on deposit in the Swap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Swap Provider.

     

    (d)  Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Swap Agreement) with respect to the Swap Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the
      Interest Rate 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
      Interest Rate 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 Interest Rate 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 8.04.  Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least seven Business Days’ notice when
      requested by the Issuer to take any action pursuant to Section 8.05(a) hereof,
      accompanied by copies of any instruments to be executed, and the Indenture
      Trustee shall also require, as a condition to such action, an Officer’s
      Certificate, in form and substance satisfactory to the Indenture Trustee,
      stating the legal effect of any such action, outlining the steps required to
      complete the same, and concluding that all conditions precedent to the taking
      of
      such action have been complied with.

     

           
      Section 8.05.  Termination
      Upon Payment to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuer,
      the
      Indenture Trustee and the Securities Administrator created hereby shall
      terminate upon the payment to Noteholders, the Certificate Paying Agent on
      behalf of the Owner Trustee, the Certificateholders, the Indenture Trustee
      and
      the Securities Administrator of all amounts required to be paid pursuant to
      Article III; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the expiration of 21
      years from the death of the 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.

     

    
      	Section
              8.06.  	
              Release
                of Collateral.

            


    

     

    (a)  Subject
      to the payment of its fees and expenses and the fees and expenses of the
      Securities Administrator, the Indenture Trustee may, and when required by the
      provisions of this Indenture shall, execute instruments to release property
      from
      the lien of this Indenture, or convey the Indenture Trustee’s interest in the
      same, in a manner and under circumstances that are not inconsistent with the
      provisions of this Indenture, including for the purposes of any repurchase
      of a
      Mortgage Loan pursuant to Section 3.16 of the Servicing Agreement. No party
      relying upon an instrument executed by the Indenture Trustee as provided in
      Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s
      authority, inquire into the satisfaction of any conditions precedent, or see
      to
      the application of any monies.

     

    (b)  The
      Indenture Trustee shall, at such time as (i) there are no Notes Outstanding
      and
      (ii) all sums due to the Indenture Trustee and the Securities Administrator
      pursuant to this Indenture have been paid, release any remaining portion of
      the
      Trust that secured the Notes from the lien of this Indenture.

     

    (c)  The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.05 only upon receipt of a request from the Issuer
      accompanied by an Officers’ Certificate and an Opinion of Counsel stating that
      all applicable requirements have been satisfied.

     

    Section
      8.07.  Surrender
      of Notes Upon Final Payment.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Securities Administrator promptly, prior to such Noteholder’s receipt of the
      final payment thereon.

     

    
      	Section
              8.08.  	
              Optional
                Redemption of the Notes.

            


    

     

    (a)  The
      Seller may, at its option, redeem the Notes on any Payment Date on or after
      the
      Optional Redemption Date, by purchasing (on a servicing-retained basis), on
      such
      Payment Date, all of the outstanding Mortgage Loans and REO Properties at a
      price equal to the greater of (I) the sum of (w) 100% of the aggregate Principal
      Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value
      of
      any REO Property as determined by the higher of two appraisals completed by
      two
      independent appraisers selected by the Seller and at the Seller’s expense and
      (B) the Principal Balance of the Mortgage Loan related to such REO Property
      plus
      (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid
      interest on the Mortgage Loans through the related Due Period and (ii) thirty
      (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each
      case net of the Servicing Fee and the Master Servicing Fee and (z) any Swap
      Termination Payment to the Swap Provider and any previous swap provider as
      of
      such redemption date (including a Swap Termination Payment owed to the Swap
      Provider in connection with such optional redemption) (the “Redemption Price”)
      and (II) the sum of (a) the fair market value of the assets of the Trust, (b)
      the greater of (i) the aggregate amount of accrued and unpaid interest on the
      Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued
      interest thereon at a rate equal to the Loan Rate, in each case net of the
      Servicing Fee and the Master Servicing Fee and (c) any Swap Termination Payment
      to the Swap Provider and any previous swap provider as of such redemption date
      (including a Swap Termination Payment owed to the Swap Provider in connection
      with such optional redemption); provided,
      however,
      that
      the Seller hereby covenants and agrees not to exercise its rights under this
      Section 8.07 on any Payment Date unless the Redemption Price is sufficient
      to
      redeem in full all of the Class N Notes (including all accrued and unpaid
      interest thereon). Following an optional redemption of the Notes and a purchase
      of the Mortgage Loans and any REO Properties pursuant to this Section 8.07,
      the
      Servicer shall be entitled to receive the Servicing Fee as compensation for
      its
      continued servicing of such Mortgage Loans and REO Properties. 

     

    (b)  In
      order
      to exercise the foregoing option, the Seller shall provide written notice of
      its
      exercise of such option to the Indenture Trustee, the Securities Administrator
      and the Owner Trustee at least 15 days prior to its exercise. Following receipt
      of the notice, the Securities Administrator shall provide notice to the
      Noteholders of the final payment on the Notes. In addition, the Seller shall,
      not less than one Business Day prior to the proposed Payment Date on which
      such
      redemption is to be made, deposit the aggregate redemption price specified
      in
      (a) above with the Securities Administrator, who shall deposit the aggregate
      redemption price into the Payment Account and shall, on the Payment Date after
      receipt of the funds, apply such funds to make final payments of principal
      and
      interest on the Notes in accordance with Section 3.05(b) and (c) hereof and
      payment in full to the Indenture Trustee and the Securities Administrator,
      and
      this Indenture shall be discharged subject to the provisions of Section 4.10
      hereof. If for any reason the amount deposited by the Seller is not sufficient
      to make such redemption or such redemption cannot be completed for any reason,
      the amount so deposited by the Seller with the Securities Administrator shall
      be
      immediately returned to the Seller in full and shall not be used for any other
      purpose or be deemed to be part of the Trust.

     

    (c)  In
      connection with any redemption pursuant to this Section 8.08: 

     

    (i)  At
      least
      twenty (20) days prior to the latest date on which notice of such optional
      redemption is required to be mailed to the Noteholders, the Seller shall notify
      in writing (which may be done in electronic format) the Swap Provider and the
      Securities Administrator of the final Payment Date on which the Seller intends
      to redeem the Notes;

     

    (ii)  No
      later
      than 4:00 pm (New York City time) four (4) Business Days prior to the final
      Payment Date specified in the notices required pursuant to Section 8.08, the
      Swap Provider shall notify in writing (in accordance with the applicable
      provisions of the Interest Rate Swap Agreement) (which may be done in electronic
      format) and by phone, the Seller and the Securities Administrator of the amount
      of the Estimated Swap Termination Payment; and

     

    (iii)  Three
      (3)
      Business Days prior to the final Payment Date specified in the notices required
      pursuant to Sections 8.07, (x) the Seller shall, no
      later than 1:00 pm (New
      York
      City time) on such day, deliver to the Securities Administrator and the
      Securities Administrator shall deposit funds in the Payment Account in an amount
      equal to the sum of the Termination Price (which shall be based on the Estimated
      Swap Termination Payment), and (y) if the Securities Administrator shall have
      received an Officer’s Certificate stating that all of the requirements for
      optional redemption have been met, including without limitation the deposit
      required pursuant to the immediately preceding clause (x) as well as the
      requirements specified in Section 8.08, then the Securities Administrator shall,
      on the same Business Day, provide written notice (which may be done in
      electronic format) to the Seller and the Swap Provider (in accordance with
      the
      applicable provision of the Interest Rate Swap Agreement) confirming (a) its
      receipt of the Termination Price (which shall be based on the Estimated Swap
      Termination Payment), and (b) that all other requirements specified in Section
      8.08 have been met (the “Optional Redemption Notice”). Upon the delivery of the
      Optional Redemption Notice by the Securities Administrator pursuant to the
      preceding sentence, (i) the optional redemption shall become irrevocable, (ii)
      the notice to Noteholders of such optional redemption provided pursuant to
      Section 8.08 shall become unrescindable, (iii) the Swap Provider shall determine
      the Swap Termination Payment in accordance with the Interest Rate Swap Agreement
      (which shall not exceed the Estimated Swap Termination Payment), and (iv) the
      Swap Provider shall provide to the Securities Administrator written notice
      of
      the amount of the Swap Termination Payment not later than two (2) Business
      Days
      prior to the final Payment Date specified in the notices required pursuant
      to
      Sections 8.08.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    
      	Section
              9.01.  	
              Supplemental
                Indentures Without Consent of Noteholders.

            


    

     

    (a)  Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies, the Issuer, the Indenture Trustee and the Securities Administrator,
      when authorized by an Issuer Request, at any time and from time to time, may
      enter into one or more indentures supplemental hereto (which shall conform
      to
      the provisions of the TIA as in force at the date of the execution thereof),
      in
      form satisfactory to the Indenture Trustee and the Securities Administrator,
      for
      any of the following purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer herein and in the Notes contained;

     

    (iii)  to
      add to
      the covenants of the Issuer, for the benefit of the Holders of the Notes, or
      to
      surrender any right or power herein conferred upon the Issuer;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture;

     

    (vi)  to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action (as
      evidenced by either (i) an Opinion of Counsel delivered to the Depositor, the
      Issuer, the Seller, the Securities Administrator and the Indenture Trustee
      or
      (ii) confirmation from the Rating Agencies that such amendment will not result
      in the reduction or withdrawal of the rating of any Class of Notes) shall not
      materially and adversely affect the interests of the Holders of the
      Notes;

     

    (vii)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI hereof; or

     

    (viii)  to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee
      and the Securities Administrator shall have received an Opinion of Counsel
      as to
      the enforceability of any such indenture supplement and to the effect that
      (i)
      such indenture supplement is permitted hereunder and (ii) entering into such
      indenture supplement will not result in a “substantial modification” of the
      Notes under Treasury Regulation Section 1.1001-3 or adversely affect the status
      of the Notes as indebtedness for federal income tax purposes.

     

    Each
      of
      the Indenture Trustee and the Securities Administrator is hereby authorized
      to
      join in the execution of any such supplemental indenture and to make any further
      appropriate agreements and stipulations that may be therein
      contained.

     

    (b)  The
      Issuer, the Indenture Trustee and the Securities Administrator, when authorized
      by an Issuer Request, may, also without the consent of any of the Holders of
      the
      Notes and prior notice to the Rating Agencies, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided,
      however,
      that
      such action as evidenced by an Opinion of Counsel, (i) is permitted by this
      Indenture, and shall not (ii) adversely affect in any material respect the
      interests of any Noteholder (which may be evidenced by confirmation from the
      Rating Agencies that such amendment will not result in the reduction or
      withdrawal of the rating of any Class of Notes) or (iii) if 100% of the
      Certificates are not owned by the Seller, cause the Issuer to be subject to
      an
      entity level tax for federal income tax purposes.

     

    (c)  Notwithstanding
      any of the other provisions of this Section 9.01, none of the Issuer, the
      Indenture Trustee or the Securities Administrator 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 supplement indenture to the Indenture 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 9.02.  Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuer, the Indenture Trustee and the Securities Administrator, when authorized
      by an Issuer Request, also may, with prior notice to the Rating Agencies and,
      with the consent of the Holders of not less than a majority of the Note Balance
      of each Class of Notes affected thereby, by Act (as defined in Section 10.03
      hereof) of such Holders delivered to the Issuer, the Indenture Trustee and
      the
      Securities Administrator, enter into an indenture or indentures supplemental
      hereto for the purpose of adding any provisions to, or changing in any manner
      or
      eliminating any of the provisions of, this Indenture or of modifying in any
      manner the rights of the Holders of the Notes under this Indenture; provided,
      however,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Note affected thereby:

     

    (i)  change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof or the interest rate thereon, change
      the
      provisions of this Indenture relating to the application of collections on,
      or
      the proceeds of the sale of, the Trust to payment of principal of or interest
      on
      the Notes, or change any place of payment where, or the coin or currency in
      which, any Note or the interest thereon is payable, or impair the right to
      institute suit for the enforcement of the provisions of this Indenture requiring
      the application of funds available therefor, as provided in Article V, to the
      payment of any such amount due on the Notes on or after the respective due
      dates
      thereof;

     

    (ii)  reduce
      the percentage of the Note Balances of the Notes, the consent of the Holders
      of
      which is required for any such supplemental indenture, or the consent of the
      Holders of which is required for any waiver of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences provided for in this Indenture;

     

    (iii)  modify
      or
      alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;

     

    (iv)  reduce
      the percentage of the Note Balances of the Notes required to direct the
      Indenture Trustee to direct the Issuer to sell or liquidate the Trust pursuant
      to Section 5.04 hereof;

     

    (v)  modify
      any provision of this Section 9.02 except to increase any percentage specified
      herein or to provide that certain additional provisions of this Indenture or
      the
      Basic Documents cannot be modified or waived without the consent of the Holder
      of each Note affected thereby;

     

    (vi)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (vii)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture;

     

    and
      provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer
      (if 100% of the Certificates are not owned by the Seller) to be subject to
      an
      entity level tax.

     

    Any
      such
      action shall not (as evidenced by either (i) an Opinion of Counsel delivered
      to
      the Depositor, the Issuer, the Indenture Trustee and the Securities
      Administrator or (ii) confirmation from the Rating Agencies that such amendment
      will not result in the reduction or withdrawal of the rating of any Class of
      Notes) adversely affect in any material respect the interest of any Holder
      (other than a Holder who shall consent to such supplemental
      indenture).

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuer, the Indenture Trustee and the Securities
      Administrator of any supplemental indenture pursuant to this Section 9.02,
      the
      Securities Administrator shall mail to the Holders of the Notes to which such
      amendment or supplemental indenture relates a notice setting forth in general
      terms the substance of such supplemental indenture. Any failure of the
      Securities Administrator to mail such notice, or any defect therein, shall
      not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

           
      Section 9.03.  Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the trusts
      created by this Indenture, each of the Indenture Trustee and the Securities
      Administrator shall be entitled to receive (in addition to the documents
      required by Section 10.01), and subject to Sections 6.01 and 6.02 hereof, shall
      be fully protected in relying upon, an Opinion of Counsel stating that the
      execution of such supplemental indenture is authorized or permitted by this
      Indenture. Each of the Indenture Trustee and the Securities Administrator may,
      but shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee’s or the Securities Administrator’s own rights,
      duties, liabilities or immunities under this Indenture or
      otherwise.

     

           
      Section 9.04.  Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Securities
      Administrator, the Issuer and the Holders of the Notes shall thereafter be
      determined, exercised and enforced hereunder subject in all respects to such
      modifications and amendments, and all the terms and conditions of any such
      supplemental indenture shall be and be deemed to be part of the terms and
      conditions of this Indenture for any and all purposes.

     

    Section
      9.05.  Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article IX shall conform to the requirements of the Trust Indenture
      Act
      as then in effect so long as this Indenture shall then be qualified under the
      Trust Indenture Act.

     

    Section
      9.06.  Reference
      in Notes to Supplemental Indentures.  Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Indenture Trustee or
      the
      Securities Administrator shall, bear a notation in form approved by the
      Indenture Trustee and the Securities Administrator as to any matter provided
      for
      in such supplemental indenture. If the Issuer, the Indenture Trustee or the
      Securities Administrator shall so determine, new Notes so modified as to
      conform, in the opinion of the Indenture Trustee, the Securities Administrator
      and the Issuer, to any such supplemental indenture may be prepared and executed
      by the Issuer and authenticated and delivered by the Securities Administrator
      in
      exchange for Outstanding Notes.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      X

     

     

    MISCELLANEOUS

     

    
      	Section
              10.01.  	
              Compliance
                Certificates and Opinions, etc.

            


    

     

    (a)  Upon
      any
      application or request by the Issuer to the Indenture Trustee or the Securities
      Administrator to take any action under any provision of this Indenture, the
      Issuer shall furnish to the Indenture Trustee or the Securities Administrator,
      as applicable, (i) an Officer’s Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with and (ii) an Opinion of Counsel stating that
      in
      the opinion of such counsel all such conditions precedent, if any, have been
      complied with, except that, in the case of any such application or request
      as to
      which the furnishing of such documents is specifically required by any provision
      of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)  a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with;

     

    (iv)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with; and

     

    (v)  if
      the
      signatory of such certificate or opinion is required to be Independent, the
      statement required by the definition of the term “Independent
      Certificate.”

     

    (b)  (i)
      Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuer shall, in
      addition to any obligation imposed in Section 10.01(a) or elsewhere in this
      Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of each person signing such certificate as to the fair
      value (within 90 days prior to such deposit) to the Issuer of the Collateral
      or
      other property or securities to be so deposited and a report from a nationally
      recognized accounting firm verifying such value.

     

    (ii)  Whenever
      the Issuer is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuer shall also deliver to the
      Indenture Trustee an Independent Certificate from a nationally recognized
      accounting firm as to the same matters, if the fair value of the securities
      to
      be so deposited and of all other such securities made the basis of any such
      withdrawal or release since the commencement of the then current fiscal year
      of
      the Issuer, as set forth in the certificates delivered pursuant to clause (i)
      above and this clause (ii), is 10% or more of the Note Balances of the Notes,
      but such a certificate need not be furnished with respect to any securities
      so
      deposited, if the fair value thereof as set forth in the related Officer’s
      Certificate is less than $25,000 or less than one percent of the Note Balances
      of the Notes.

     

    (iii)  Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
      certifying or stating the opinion of each person signing such certificate as
      to
      the fair value (within 90 days prior to such release) of the property or
      securities proposed to be released and stating that in the opinion of such
      person the proposed release will not impair the security under this Indenture
      in
      contravention of the provisions hereof.

     

    (iv)  Whenever
      the Issuer is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuer shall also furnish to the
      Indenture Trustee an Independent Certificate as to the same matters if the
      fair
      value of the property or securities and of all other property or securities
      released from the lien of this Indenture since the commencement of the
      then-current calendar year, as set forth in the certificates required by clause
      (iii) above and this clause (iv), equals 10% or more of the Note Principal
      Balances of the Notes, but such certificate need not be furnished in the case
      of
      any release of property or securities if the fair value thereof as set forth
      in
      the related Officer’s Certificate is less than $25,000 or less than one percent
      of the then Note Principal Balances of the Notes.

     

           
      Section 10.02.  Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
      may be based, insofar as it relates to factual matters, upon a certificate
      or
      opinion of, or representations by, an officer or officers of the Seller or
      the
      Issuer, stating that the information with respect to such factual matters is
      in
      the possession of the Seller or the Issuer, unless such counsel knows, or in
      the
      exercise of reasonable care should know, that the certificate or opinion or
      representations with respect to such matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s or the Securities Administrator’s right to rely
      upon the truth and accuracy of any statement or opinion contained in any such
      document as provided in Article VI.

     

    
      	Section
              10.03.  	
              Acts
                of Noteholders.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Securities Administrator, and, where it is hereby expressly required, to the
      Issuer. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the “Act” of the
      Noteholders signing such instrument or instruments. Proof of execution of any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01 hereof)
      conclusive in favor of the Securities Administrator and the Issuer, if made
      in
      the manner provided in this Section 10.03 hereof.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Securities Administrator deems
      sufficient.

     

    (c)  The
      ownership of Notes shall be proved by the Note Registrar.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Securities
      Administrator or the Issuer in reliance thereon, whether or not notation of
      such
      action is made upon such Note.

     

    
      	Section
              10.04.  	
              Notices
                etc., to Indenture Trustee, Securities Administrator, Issuer and
                Rating
                Agencies.

            


    

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if such request, demand, authorization, direction, notice,
      consent, waiver or act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (i)  the
      Indenture Trustee or the Securities Administrator by any Noteholder or by the
      Issuer shall be sufficient for every purpose hereunder if made, given, furnished
      or filed in writing to or with the Indenture Trustee or the Securities
      Administrator at the Corporate Trust Office. The Indenture Trustee or the
      Securities Administrator, as applicable, shall promptly transmit any notice
      received by it from the Noteholders to the Issuer; or

     

    (ii)  the
      Issuer by the Indenture Trustee, the Securities Administrator or by any
      Noteholder shall be sufficient for every purpose hereunder if in writing and
      mailed first-class, postage prepaid to the Issuer addressed to: Renaissance
      Home
      Equity Loan Trust 2007-1, in care of Wilmington Trust Company, 1100 North Market
      Street, Wilmington, Delaware 19990-0001, Attention: Corporate Trust
      Administration, or at any other address previously furnished in writing to
      the
      Indenture Trustee and the Securities Administrator by the Issuer. The Issuer
      shall promptly transmit any notice received by it from the Noteholders to the
      Indenture Trustee and the Securities Administrator.

     

    Notices
      required to be given to the Rating Agencies by the Issuer, the Indenture
      Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
      mailed first-class postage pre-paid, to (i) in the case of Moody’s, at the
      following address: Moody’s Investors Service, Inc., Residential Mortgage
      Monitoring Department, 99 Church Street, New York, New York 10007 and (ii)
      in
      the case of S&P, at the following address: Standard & Poor’s, 55 Water
      Street, 41st Floor, New York, New York 10041, Attention of Asset Backed
      Surveillance Department; or as to each of the foregoing, at such other address
      as shall be designated by written notice to the other parties.

     

           
      Section 10.05.  Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Person’s address as it appears on the Note Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular Noteholder shall affect the sufficiency of such notice
      with respect to other Noteholders, and any notice that is mailed in the manner
      herein provided shall conclusively be presumed to have been duly given
      regardless of whether such notice is in fact actually received.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Securities Administrator but
      such
      filing shall not be a condition precedent to the validity of any action taken
      in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Securities Administrator shall be deemed to be a sufficient
      giving of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute an Event of Default.

     

           
      Section 10.06.  Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the TIA, such required provision shall control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

           
      Section 10.07.  Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

     

           
      Section 10.08.  Successors
      and Assigns.  All
      covenants and agreements in this Indenture and the Notes by the Issuer shall
      bind its successors and assigns, whether so expressed or not. All agreements
      of
      the Indenture Trustee and the Securities Administrator in this Indenture shall
      bind its successors, co-trustees and agents.

     

           
      Section 10.09.  Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

           
      Section 10.10.  Third
      Party Beneficiary.
      The
      Master Servicer shall be a third party beneficiary for purposes of Section
      6.07
      of this Indenture. The Swap Provider shall be an express third-party beneficiary
      of this Agreement to the extent of its express rights to receive any payments
      under this Agreement or any other express rights of the Swap Provider explicitly
      stated in this Agreement, and shall have the right to enforce such rights under
      this Agreement as if it were a party hereto.

     

           
      Section 10.11.  Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Notes or this Indenture)
      payment need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the date on which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

           
      Section 10.12.  GOVERNING
      LAW.  THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
      RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
      WITH SUCH LAWS.

     

           
      Section 10.13.  Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

           
      Section 10.14.  Recording
      of Indenture.
      If this
      Indenture is subject to recording in any appropriate public recording offices,
      such recording is to be effected by the Issuer and at its expense accompanied
      by
      an Opinion of Counsel at its expense (which may be counsel to the Indenture
      Trustee or the Securities Administrator or any other counsel reasonably
      acceptable to the Indenture Trustee and the Securities Administrator) to the
      effect that such recording is necessary either for the protection of the
      Noteholders or any other Person secured hereunder or for the enforcement of
      any
      right or remedy granted to the Indenture Trustee under this
      Indenture.

     

           
      Section 10.15.  Issuer
      Obligation.  No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer, the Owner Trustee, the Indenture Trustee or the Securities
      Administrator on the Notes or under this Indenture or any certificate or other
      writing delivered in connection herewith or therewith, against (i) the Indenture
      Trustee, the Securities Administrator or the Owner Trustee in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
      partner, owner, beneficiary, agent, officer, director, employee or agent of
      the
      Indenture Trustee, the Securities Administrator or the Owner Trustee in its
      individual capacity, any holder of a beneficial interest in the Issuer, the
      Owner Trustee, the Indenture Trustee or the Securities Administrator or of
      any
      successor or assign of any of them in its individual capacity, except as any
      such Person may have expressly agreed (it being understood that the Indenture
      Trustee, the Securities Administrator and the Owner Trustee have no such
      obligations in their individual capacity) and except that any such partner,
      owner or beneficiary shall be fully liable, to the extent provided by applicable
      law, for any unpaid consideration for stock, unpaid capital contribution or
      failure to pay any installment or call owing to such entity. For all purposes
      of
      this Indenture, in the performance of any duties or obligations of the Issuer
      hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
      of, the terms and provisions of Article VI, VII and VIII of the Trust
      Agreement.

     

           
      Section 10.16.  No
      Petition.  The
      Indenture Trustee and the Securities Administrator, by entering into this
      Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
      that they will not at any time prior to one year from the date of termination
      hereof, institute against the Depositor or the Issuer, or join in any
      institution against the Depositor or the Issuer of, any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings, or other
      proceedings under any United States federal or state bankruptcy or similar
      law
      in connection with any obligations relating to the Notes, this Indenture or
      any
      of the Basic Documents, except for filing proofs of claim.

     

           
      Section 10.17.  Inspection.
      The
      Issuer agrees that, at its expense, on reasonable prior notice, it shall permit
      any representative of the Indenture Trustee or the Securities Administrator,
      during the Issuer’s normal business hours, to examine all the books of account,
      records, reports and other papers of the Issuer, to make copies and extracts
      therefrom, to cause such books to be audited by Independent certified public
      accountants, and to discuss the Issuer’s affairs, finances and accounts with the
      Issuer’s officers, employees, and Independent certified public accountants, all
      at such reasonable times and as often as may be reasonably requested. The
      Indenture Trustee or the Securities Administrator, as applicable, shall cause
      its representatives to hold in confidence all such information except to the
      extent disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder.

     

           
      Section 10.18.  No
      Recourse to Owner Trustee.
      It is
      expressly understood and agreed by the parties hereto that (a) this Indenture
      is
      executed and delivered by Wilmington Trust Company, not individually or
      personally, but solely as Owner Trustee of Renaissance Home Equity Loan Trust
      2007-1, in the exercise of the powers and authority conferred and vested in
      it,
      (b) each of the representations, undertakings and agreements herein made on
      the
      part of the Issuer is made and intended not as personal representations,
      undertakings and agreements by Wilmington Trust Company but is made and intended
      for the purpose for binding only the Issuer, (c) nothing herein contained shall
      be construed as creating any liability of Wilmington Trust Company, 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 (d)
      under
      no circumstances shall Wilmington Trust Company be personally liable for the
      payment of any indebtedness or expenses of the Issuer or be liable for the
      breach or failure of any obligation, representation, warranty or covenant made
      or undertaken by the Issuer under this Indenture or any other related
      documents.

     

           
      Section 10.19.  Proofs
      of Claim.
      The
      Indenture Trustee is authorized to file such proofs of claim and other papers
      or
      documents as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee, its agents and
      counsel) and the Noteholders allowed in any judicial proceedings relative to
      the
      Issuer (or any other obligor upon the Notes), its creditors or its property
      and
      shall be entitled and empowered to collect, receive and distribute any money
      or
      other property payable or deliverable on any such claims and any custodian
      in
      any such judicial proceeding is hereby authorized by each Noteholder to make
      such payments to the Indenture Trustee, as administrative expenses associated
      with any such proceeding, and, in the event that the Indenture Trustee shall
      consent to the making of such payments directly to the Noteholder to pay to
      the
      Indenture Trustee any amount due to it for the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee, its agents and
      counsel, and any other amounts due to the Indenture Trustee under Section 6.07
      hereof. To the extent that the payment of any such compensation, expenses,
      disbursements and advances of the Indenture Trustee, its agents and counsel,
      and
      any other amounts due the Indenture Trustee under Section 6.07 hereof out of
      the
      estate in any such proceeding, shall be denied for any reason, payment of the
      same shall be secured by a Lien on, and shall be paid out of, any and all
      distributions, dividends, money, securities and other properties that the
      Noteholders may be entitled to receive in such proceeding whether in liquidation
      or under any plan of reorganization or arrangement or otherwise. Nothing herein
      contained shall be deemed to authorize the Indenture Trustee to authorize or
      consent to or accept or adopt on behalf of any Noteholder any plan of
      reorganization, arrangement, adjustment or composition affecting the Noteholder
      of the rights of any Noteholder thereof, or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such
      proceeding.

     

    


     


    
      
        
          


          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Issuer, the Indenture Trustee and the Securities
      Administrator have caused their names to be signed hereto by their respective
      officers thereunto duly authorized, all as of the day and year first above
      written.

     

                                            RENAISSANCE
      HOME
      EQUITY LOAN TRUST 2007-1, as Issuer

     

                                            By:
      Wilmington Trust
      Company, not in its individual capacity but solely as Owner Trustee

     

                                            By:
       /s/
      Michele C. Harra  

                                            Name:  
      Michele C. Harra

                                            Title:
 Financial
      Services Officer

     

                                            HSBC
      BANK USA,
      NATIONAL ASSOCIATION, as Indenture Trustee

     

                                            By: /s/
      Fernando Acebedo  

                                            Name: 
Fernando
      Acebedo

                                            Title:   
      Vice President

     

                                            WELLS
      FARGO BANK,
      N.A., as Securities Administrator

     

                                            By:
 /s/
      Martin Reed  

                                            Name: 
Martin
      Reed

                                            Title:  
      Vice President

    


    For
      purposes of Section 6.07:

     

    WELLS
      FARGO BANK, N.A., as Master Servicer

     

    By:
       /s/
      Martin Reed 

    Name: 
      Martin Reed

    Title:   
      Vice President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      DELAWARE                   )

    )
      ss.:

    COUNTY
      OF
      NEW
      CASTLE            
)

     

    On
      this
      ___ day of March 2007, before me personally appeared __________________ to
      me
      known, who being by me duly sworn, did depose and say, that he is a
      __________________ of the Owner Trustee, one of the corporations described
      in
      and which executed the above instrument; and that he signed his name thereto
      by
      like order.

     

    


     

                                                                               
       

                                        Notary
      Public

    


                                        NOTARY
      PUBLIC

    [NOTARIAL
      SEAL]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF                                            )

    )
      ss.:

    COUNTY
      OF                                       
)

     

    On
      this
      ___ day of March 2007, before me personally appeared __________________ to
      me
      known, who being by me duly sworn, did depose and say, that he is a
      __________________ of the Indenture Trustee, one of the corporations described
      in and which executed the above instrument; and that he signed his name thereto
      by like order.

     

    


     

                                                                                     

                                            Notary
      Public

    


                                            NOTARY
      PUBLIC

    [NOTARIAL
      SEAL]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF                                            )

    )
      ss.:

    COUNTY
      OF                                       
)

     

    On
      this
      ___ day of March 2007, before me personally appeared ________________ to me
      known, who being by me duly sworn, did depose and say, that s/he is a
      ___________________ of the Securities Administrator, one of the corporations
      described in and which executed the above instrument; and that she signed her
      name thereto by like order.

     

    


                                                                                  
       

                                            Notary
      Public

    


                                            NOTARY
      PUBLIC

    


     

    [NOTARIAL
      SEAL]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF                                           
)

    )
      ss.:

    COUNTY
      OF                                       
)

     

    On
      this
      ___ day of March 2007, before me personally appeared ________________ to me
      known, who being by me duly sworn, did depose and say, that s/he is a
      ___________________ of the Master Servicer, one of the corporations described
      in
      and which executed the above instrument; and that she signed her name thereto
      by
      like order.

     

    


    
                                                                                    
         

                                              Notary
        Public

      


                                              NOTARY
        PUBLIC

      


       
[NOTARIAL
      SEAL]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1 - FORM OF OFFERED NOTES

     

    FORM
      OF
      CLASS ___ NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

    


    [FOR
      CLASS M NOTES: THIS NOTE IS SUBORDINATE TO CERTAIN NOTES TO THE EXTENT DESCRIBED
      IN THE INDENTURE REFERRED TO HEREIN].

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    RENAISSANCE
      HOME EQUITY LOAN TRUST 2007-1

    HOME
      EQUITY LOAN ASSET-BACKED NOTES, SERIES 2007-1

    CLASS
      ____

     

    


    
      	
              AGGREGATE
                NOTE BALANCE:

              $_____________________

            	
              NOTE
                RATE: 

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: 

              $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [                    
                 ]

            


    

    


    Renaissance
      Home Equity Loan Trust 2007-1 (the “Issuer”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. or registered assigns,
      the principal sum of ($_________________) in monthly installments on the
      twenty-fifth day of each month or, if such day is not a Business Day, the next
      succeeding Business Day (each a “Payment Date”), commencing in April 2007 and
      ending on or before the Payment Date occurring on the Final Stated Maturity
      Date
      and to pay interest on the Note Balance of this Note (this “Note”) outstanding
      from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuer’s Home Equity Loan Asset-Backed
      Notes, Series 2007-1 (the “Notes”), issued under an Indenture dated as of March
      29, 2007 (the “Indenture”), among the Issuer, HSBC Bank USA, National
      Association, as indenture trustee (the “Indenture Trustee”, which term includes
      any successor Indenture Trustee under the Indenture) and Wells Fargo Bank,
      N.A.,
      as securities administrator (the “Securities Administrator”, which term includes
      any successor Securities
      Administrator under
      the
      Indenture), to which Indenture and all indentures supplemental thereto reference
      is hereby made for a statement of the respective rights thereunder of the
      Issuer, the Indenture Trustee, the Securities Administrator and the Holders
      of
      the Notes and the terms upon which the Notes are to be authenticated and
      delivered. All terms used in this Note which are defined in the Indenture shall
      have the meanings assigned to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the Initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuer with respect to this Note shall be equal to this
      Note’s pro
      rata
      share of
      the aggregate payments on all Class ____ Notes as described above, and shall
      be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Seller on any
      Payment Date on or after the Optional Redemption Date.

     

    The
      Issuer shall not be liable upon the indebtedness evidenced by the Notes except
      to the extent of amounts available from the Trust which constitutes security
      for
      the payment of the Notes. The assets included in the Trust will be the sole
      source of payments on the Class ____ Notes, and each Holder hereof, by its
      acceptance of this Note, agrees that (i) such Note will be limited in right
      of
      payment to amounts available from the Trust as provided in the Indenture and
      (ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Seller, the Servicer,
      the
      Master Servicer or any of their respective affiliates, or to the assets of
      any
      of the foregoing entities, except the assets of the Issuer pledged to secure
      the
      Class ____ Notes pursuant to the Indenture and the rights conveyed to the Issuer
      under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Securities
      Administrator at least five Business Days prior to the Record Date, any payment
      of principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All scheduled reductions in the Note Balance of
      a
      Note (or one or more predecessor Notes) effected by payments of principal made
      on any Payment Date shall be binding upon all Holders of this Note and of any
      note issued upon the registration of transfer thereof or in exchange therefor
      or
      in lieu thereof, whether or not such payment is noted on such Note. The final
      payment of this Note shall be payable upon presentation and surrender thereof
      on
      or after the Payment Date thereof at the office or agency of the Issuer
      maintained by it for such purpose pursuant to Section 3.02 of the
      Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      securing the Notes or otherwise shall continue to be applied to payments of
      principal of and interest on the Notes as if they had not been declared due
      and
      payable.

     

    The
      failure to pay any Class Interest Carryover Shortfall at any time when funds
      are
      not available to make such payment as provided in the Indenture shall not
      constitute an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      represent that either (1) it is not acquiring this Note with Plan Assets or
      (2)(A) the acquisition, holding and transfer of this Note will not give rise
      to
      a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) this Note is rated investment grade or better and such person
      believes that this Note is properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      this
      Note. Alternatively, regardless of the rating of this Note, such person may
      provide the Securities Administrator with an Opinion of Counsel, which Opinion
      of Counsel will not be at the expense of the Trust, the Issuer, the Seller,
      the
      Depositor, the Indenture Trustee, the Securities Administrator, or the Master
      Servicer or any successor servicer which opines that the acquisition, holding
      and transfer of this Note or interest herein is permissible under applicable
      law, will not constitute or result in a non-exempt prohibited transaction under
      ERISA or Section 4975 of the Code and will not subject the Trust, the Issuer,
      the Seller, the Depositor, the Indenture Trustee, the Securities Administrator
      or the Master Servicer to any obligation in addition to those undertaken in
      the
      Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuer.
      Upon surrender for registration of transfer of, or presentation of a written
      instrument of transfer for, this Note at the office or agency designated by
      the
      Issuer pursuant to the Indenture, accompanied by proper instruments of
      assignment in form satisfactory to the
      Securities Administrator,
      one or
      more new Notes of any authorized denominations and of a like aggregate initial
      Note Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee, the Securities Administrator and any agent of the Issuer,
      the
      Indenture Trustee or the Securities Administrator may treat the Person in whose
      name this Note is registered as the owner of such Note (i) on the applicable
      Record Date for the purpose of making payments and interest of such Note and
      (ii) on any other date for all other purposes whatsoever, as the owner hereof,
      whether or not this Note be overdue, and neither the Issuer, the Indenture
      Trustee, the Securities Administrator nor any such agent of any of them shall
      be
      affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      and the Holders of a majority of all Notes at the time outstanding. The
      Indenture also contains provisions permitting the Holders of Notes representing
      specified percentages of the aggregate Note Balance of the Notes on behalf
      of
      the Holders of all the Notes, to waive any past Default under the Indenture
      and
      its consequences. Any such waiver by the Holder, at the time of the giving
      thereof, of this Note (or any one or more predecessor Notes) shall bind the
      Holder of every Note issued upon the registration of transfer hereof or in
      exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuer, the
      Indenture Trustee and the Securities Administrator to amend or waive certain
      terms and conditions set forth in the Indenture without the consent of the
      Holders of the Notes issued thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
      by
      Wilmington Trust Company, not in its individual capacity but solely as Owner
      Trustee.

     

    Dated:
      March ___, 2007

     

                                RENAISSANCE
      HOME
      EQUITY LOAN TRUST 2007-1

     

                                BY:
      WILMINGTON TRUST
      COMPANY, not in its individual capacity but solely in its capacity as Owner
      Trustee

     

                                By:_______________________________________

                            Authorized
      Signatory

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

     

    By:______________________________________

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
               

              __________
                Custodian ______________________________

                   
                (Cust)                 
                (Minor)

              under
                Uniform Gifts to Minor Act

               

               _____________________

                              
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above LIST.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING 

    NUMBER
      OF
      ASSIGNEE:

     

                                                                                                        
                                                      
                              


     

                                                                                                                                                                                        
      

     

                                                                                                                                                                                        
      

     

     

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

     

     
        
                                                                                                                                                                                                                                                                                                                                               


    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints      
      attorney
      to transfer said Note on the books kept for registration thereof, with full
      power of substitution in the premises.

     

    Dated:
                

     

    Signature
      Guaranteed by        

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    



    EXHIBIT
      A-2 - FORM OF CLASS N NOTES

     

    FORM
      OF
      CLASS N NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      NOTE
      IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
      TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
      BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
      NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      IS SUBORDINATE TO THE OFFERED NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
      REFERRED TO HEREIN.

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
      PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
      WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 4.16 OF THE INDENTURE REFERRED TO
      HEREIN. [FOR REGULATION S ONLY: NEITHER THIS NOTE NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN
      RULES 901 THROUGH 905 OF THE SECURITIES ACT (“REGULATION S”)) OR TO, OR FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE
      ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
      SUBJECT TO, REGISTRATION.

     

    NO
      TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
      BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (“PLAN”) THAT IS SUBJECT TO 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”), OR
      (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS NOTE OR SUCH
      INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
      ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, UNLESS
      SUCH PLAN OR PERSON PROVIDES THE CERTIFICATION DESCRIBED IN SECTION 4.16 OF
      THE
      INDENTURE REFERRED TO HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RENAISSANCE
      HOME EQUITY LOAN TRUST 2007-1

    HOME
      EQUITY LOAN ASSET-BACKED NOTES, SERIES 2007-1

    CLASS
      N

    


    
      	
              AGGREGATE
                NOTE BALANCE:

              $_____________________

            	
              NOTE
                RATE: 

            
	 	 
	
              INITIAL
                NOTE BALANCE OF THIS BOND: 

              $_____________________

            	
              BOND
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO.
                [                            
                ]

            


    

    


    Renaissance
      Home Equity Loan Trust 2007-1 (the “Issuer”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. or registered assigns,
      the principal sum of ($_________________) in monthly installments on the
      twenty-fifth day of each month or, if such day is not a Business Day, the next
      succeeding Business Day (each a “Payment Date”), commencing in April 2007 and
      ending on or before the Payment Date occurring on the Final Stated Maturity
      Date
      and to pay interest on the Note Balance of this Note (this “Note”) outstanding
      from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuer’s Home Equity Loan Asset-Backed
      Notes, Series 2007-1 (the “Notes”), issued under an Indenture dated as of March
      29, 2007 (the “Indenture”), among the Issuer, HSBC Bank USA, National
      Association, as indenture trustee (the “Indenture Trustee”, which term includes
      any successor Indenture Trustee under the Indenture) and Wells Fargo Bank,
      N.A.,
      as securities administrator (the “Securities Administrator”, which term includes
      any successor Securities Administrator under the Indenture), to which Indenture
      and all indentures supplemental thereto reference is hereby made for a statement
      of the respective rights thereunder of the Issuer, the Indenture Trustee, the
      Securities Administrator and the Holders of the Notes and the terms upon which
      the Notes are to be authenticated and delivered. All terms used in this Note
      which are defined in the Indenture shall have the meanings assigned to them
      in
      the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Balance” of a Note
      as of any date of determination is equal to the Initial Note Balance thereof,
      reduced by the aggregate of all amounts previously paid with respect to such
      Note on account of principal and the aggregate amount of cumulative Realized
      Losses allocated to such Note on all prior Payment Dates.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuer with respect to this Note shall be equal to this
      Note’s pro
      rata
      share of
      the aggregate payments on all Class N Notes as described above, and shall be
      applied as between interest and principal as provided in the
      Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Stated Maturity Date.

     

    The
      Notes
      are subject to redemption in whole, but not in part, by the Seller on any
      Payment Date on or after the Optional Redemption Date.

     

    The
      Issuer shall not be liable upon the indebtedness evidenced by the Notes except
      to the extent of amounts available from the Trust which constitutes security
      for
      the payment of the Notes. The assets included in the Trust will be the sole
      source of payments on the Class ____ Notes, and each Holder hereof, by its
      acceptance of this Note, agrees that (i) such Note will be limited in right
      of
      payment to amounts available from the Trust as provided in the Indenture and
      (ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Seller, the Servicer,
      the
      Master Servicer or any of their respective affiliates, or to the assets of
      any
      of the foregoing entities, except the assets of the Issuer pledged to secure
      the
      Class N Notes pursuant to the Indenture and the rights conveyed to the Issuer
      under the Indenture.

     

    No
      transfer of this Note or any interest herein shall be made except in accordance
      with Section 4.16 of the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Securities
      Administrator at least five Business Days prior to the Record Date, any payment
      of principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All scheduled reductions in the Note Balance of
      a
      Note (or one or more predecessor Notes) effected by payments of principal made
      on any Payment Date shall be binding upon all Holders of this Note and of any
      note issued upon the registration of transfer thereof or in exchange therefor
      or
      in lieu thereof, whether or not such payment is noted on such Note. The final
      payment of this Note shall be payable upon presentation and surrender thereof
      on
      or after the Payment Date thereof at the office or agency of the Issuer
      maintained by it for such purpose pursuant to Section 3.02 of the
      Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Balance of
      the
      Notes, the amount payable to the Holder of this Note will be equal to the sum
      of
      the unpaid Note Balance of the Notes, together with accrued and unpaid interest
      thereon as described in the Indenture. The Indenture provides that,
      notwithstanding the acceleration of the maturity of the Notes, under certain
      circumstances specified therein, all amounts collected as proceeds of the Trust
      securing the Notes or otherwise shall continue to be applied to payments of
      principal of and interest on the Notes as if they had not been declared due
      and
      payable.

     

    The
      failure to pay any Class Interest Carryover Shortfall at any time when funds
      are
      not available to make such payment as provided in the Indenture shall not
      constitute an Event of Default under the Indenture.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein shall represent
      or shall be deemed to represent that either (1) it is not acquiring this Note
      with Plan Assets or (2) (A) the acquisition, holding and transfer of this Note
      will not give rise to a nonexempt prohibited transaction under Section 406
      of
      ERISA or Section 4975 of the Code and (B) this Note is rated investment grade
      or
      better and such person believes that this Note is properly treated as
      indebtedness without substantial equity features for purposes of the DOL
      Regulations, and agrees to so treat this Note. Alternatively, regardless of
      the
      rating of this Note, such person may provide the Indenture Trustee, the
      Securities Administrator and the Owner Trustee with an Opinion of Counsel,
      which
      Opinion of Counsel will not be at the expense of the Issuer, the Depositor,
      the
      Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the
      Securities Administrator, the Servicer, the Master Servicer or any successor
      servicer which opines that the acquisition, holding and transfer of this Note
      or
      interest herein is permissible under applicable law, will not constitute or
      result in a non-exempt prohibited transaction under ERISA or Section 4975 of
      the
      Code and will not subject the Issuer, the Depositor, the Seller, any
      Underwriter, the Owner Trustee, the Indenture Trustee, the Securities
      Administrator, the Servicer, the Master Servicer or any successor servicer
      to
      any obligation in addition to those undertaken in the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuer.
      Upon surrender for registration of transfer of, or presentation of a written
      instrument of transfer for, this Note at the office or agency designated by
      the
      Issuer pursuant to the Indenture, accompanied by proper instruments of
      assignment in form satisfactory to the Securities Administrator, one or more
      new
      Notes of any authorized denominations and of a like aggregate initial Note
      Balance, will be issued to the designated transferee or
      transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee, the Securities Administrator and any agent of the Issuer,
      the
      Indenture Trustee or the Securities Administrator may treat the Person in whose
      name this Note is registered as the owner of such Note (i) on the applicable
      Record Date for the purpose of making payments and interest of such Note and
      (ii) on any other date for all other purposes whatsoever, as the owner hereof,
      whether or not this Note be overdue, and neither the Issuer, the Indenture
      Trustee, the Securities Administrator nor any such agent of any of them shall
      be
      affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Notes under the Indenture at any time by the Issuer
      and the Holders of a majority of all Notes at the time outstanding. The
      Indenture also contains provisions permitting the Holders of Notes representing
      specified percentages of the aggregate Note Balance of the Notes on behalf
      of
      the Holders of all the Notes, to waive any past Default under the Indenture
      and
      its consequences. Any such waiver by the Holder, at the time of the giving
      thereof, of this Note (or any one or more predecessor Notes) shall bind the
      Holder of every Note issued upon the registration of transfer hereof or in
      exchange hereof or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon such Note. The Indenture also permits the Issuer, the
      Indenture Trustee and the Securities Administrator to amend or waive certain
      terms and conditions set forth in the Indenture without the consent of the
      Holders of the Notes issued thereunder.

     

    Initially,
      this Note will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for this Note. This Note will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. This Note is exchangeable
      for a like aggregate initial Note Balance of Notes of different authorized
      denominations, as requested by the Holder surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
      by
      Wilmington Trust Company, not in its individual capacity but solely as Owner
      Trustee.

     

    Dated:
      March ___, 2007

     

                                RENAISSANCE
      HOME
      EQUITY LOAN TRUST 2007-1

     

                                BY:
      WILMINGTON TRUST
      COMPANY, not in its individual capacity but solely in its capacity as Owner
      Trustee

     

                                By:_______________________________________

                                Authorized
      Signatory

     

     

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes referred to in the within-mentioned Indenture.

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

     

    By:______________________________________

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

    


    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              __________
                Custodian ______________________________ 

                  
                (Cust)      
                (Minor)

              under
                Uniform Gifts to Minor Act _____________________   

              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF

    ASSIGNEE:

     

    
       

                                                                                                          
                                                        
                              


       

                                                                                                                                                                                          
        

       

                                                                                                                                                                                          
        

    

     

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

     

                                                                                                                                                                                                                              

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints          
      attorney
      to transfer said Note on the books kept for registration thereof, with full
      power of substitution in the premises.

     

    Dated:        

     

    Signature
      Guaranteed by        

     

    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    As
      previously filed on March 30, 2007

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      C-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

                                     March
      ___, 2007

    


    
      	
              Renaissance
                Home Equity Loan Trust 2007-1

              c/o
                Wilmington Trust Company

              1100
                North Market Street

              Wilmington,
                Delaware 19890-0001

              Attention:
                Corporate Trust Administration

            	
              Ocwen
                Loan Servicing, LLC

              1661
                Worthington Road, 

              Suite
                100 CentrePark West

              West
                Palm Beach, FL 33409

            
	 	 
	
              Renaissance
                Mortgage Acceptance Corporation

              1000
                Woodbury Road

              Woodbury,
                New York 11797

            	
              HSBC
                Bank USA, National Association

              452
                Fifth Avenue

              New
                York, New York 10018

            


    

    


    Re:   Indenture,
      dated as of March 29, 2007 among Renaissance Home Equity Loan Trust 2007-1,
      as
      Issuer, HSBC Bank USA, National Association, as Indenture Trustee and Wells
      Fargo Bank, N.A., as SecuritiesAdministrator
      and_Home
      Equity Loan Asset-Backed Notes, Series 2007-1 

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the provisions of Section 2.03 of the above-referenced
      Indenture, the undersigned, as Custodian, pursuant to the Custodial Agreement,
      dated as of March 29, 2007, by and among Wells Fargo Bank, N.A., as Custodian,
      HSBC Bank USA, National Association, as Indenture Trustee, the Seller and the
      Depositor hereby certifies that as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
      specifically identified on the attachment hereto), it has reviewed the documents
      delivered to it pursuant to Section 2.03 of the Indenture and has determined
      that (i) all documents required to be delivered to it pursuant paragraphs (i)
      -
      (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution
      Agreement are in its possession, (ii) such documents have been reviewed by
      it
      and appear regular on their face and have not been mutilated, damaged, torn
      or
      otherwise physically altered and relate to such Mortgage Loans, (iii) based
      on
      its examination and only as to the foregoing documents, the information set
      forth in the Mortgage Loan Schedule as to the information set forth in clauses
      (ii) and (iii) of the definition “Mortgage Loan Schedule” set forth in Annex A
      to the Indenture accurately reflects the information set forth in the Indenture
      Trustee’s Mortgage File. The Custodian has made no independent examination of
      such documents beyond the review specifically required in the above-referenced
      Indenture. The Custodian makes no representations as to: (i) the validity,
      legality, enforceability or genuineness of any such documents contained in
      each
      or any of the Mortgage Loans identified on the Mortgage Loan Schedule or (ii)
      the collectability, insurability, effectiveness or suitability of any such
      Mortgage Loan.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Indenture.

     

                                        WELLS
      FARGO BANK,
      N.A.,

                                        as
      Custodian

     

                                        By:_______________________________

                                        Name:

                                        Title:

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C-2

     

    FORM
      OF
      FINAL CERTIFICATION

     

                                [DATE]

    


    
      	
              Renaissance
                Home Equity Loan Trust 2007-1

              c/o
                Wilmington Trust Company

              1100
                North Market Street

              Wilmington,
                Delaware 19890-0001

              Attention:
                Corporate Trust Administration

            	
              Ocwen
                Loan Servicing, LLC

              1661
                Worthington Road, 

              Suite
                100 CentrePark West

              West
                Palm Beach, FL 33409

            
	 	 
	
              Renaissance
                Mortgage Acceptance Corporation

              1000
                Woodbury Road

              Woodbury,
                New York 11797

            	
              HSBC
                Bank USA, National Association

              452
                Fifth Avenue

              New
                York, New York 10018

            


    

    


    Re:   Indenture,
      dated as of March 29, 2007 among Renaissance Home Equity Loan Trust 2007-1,
      as
      Issuer, HSBC Bank USA, National Association, as Indenture Trustee and Wells
      Fargo Bank, N.A., as Securities
      Administrator and Home
      Equity Loan Asset-Backed Notes, Series 2007-1 

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.03 of the above-captioned Indenture, the
      undersigned, as Custodian, pursuant to the Custodial Agreement, dated as of
      March 1, 2007, by and among Wells Fargo Bank, N.A., as Custodian, HSBC Bank
      USA,
      National Association, as Indenture Trustee, the Seller and the Depositor hereby
      certifies that, except
      as
      noted on the attachment hereto, as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or listed on the
      attachment hereto) the Custodian has reviewed the documents delivered to it
      pursuant to Sections 2.1(b) (other than items listed in Section 2.1(b)(vi))
      of
      the Mortgage Loan Sale and Contribution Agreement and has determined that (i)
      all such documents are in its possession, (ii) such documents have been reviewed
      by it and have not been mutilated, damaged, torn or otherwise physically altered
      and relate to such Mortgage Loan, (iii) based on its examination, and only
      as to
      the foregoing documents, the information set forth in clauses (ii) and (iii)
      of
      the Mortgage Loan Schedule respecting such Mortgage Loan is
      correct.

     

    The
      Custodian has made no independent examination of such documents beyond the
      review specifically required in the above-referenced Indenture. The Custodian
      makes no representations as to: (i) the validity, legality, enforceability
      or
      genuineness of any such documents contained in each or any of the Mortgage
      Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Servicing Agreement.

     

                                    WELLS
      FARGO BANK,
      N.A.,

                                    as
      Custodian

    


                                    By:_____________________________

                                    Name:

                                    Title:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    INTEREST
      RATE SWAP AGREEMENT

    
       

      DATE:            March
        29,
        2007

      


      TO:             
Renaissance
        Home Equity Loan Trust 2007-1 ("Party B")

       

      ATTENTION:        Wells
        Fargo Bank, N.A. as Securities Administrator on behalf of Party
        B

      TELEPHONE:        410-884-2000

      FACSIMILE:         
        410-715-2380

      


      FROM:            CITIBANK,
        N.A., a national banking association organized under the laws of the United
        States ("Party A")

      TELEPHONE:        212-615-8981

      FACSIMILE:         
        212-615-8985

      


      SUBJECT:                             
        Fixed
        Income Derivatives Confirmation and Agreement

      


      REFERENCE
        NUMBER:      M071417

      


      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 CITIBANK, N.A., a national banking
        association organized under the laws of the United States (“Party A”) and
Renaissance
        Home Equity Loan Trust 2007-1 (“Party
        B”). Reference is hereby made to the Indenture, dated as of March 29, 2007,
        among Renaissance
        Home Equity Loan Trust 2007-1, as issuer, HSBC Bank USA, National Association,
        as indenture trustee, and Wells Fargo Bank, N.A., as securities
        administrator
        (the
“Indenture”). 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 Indenture)
        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 I attached hereto.

                
	 	 
	
                  Trade
                    Date:

                	
                  March
                    14, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  March
                    29, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  March
                    25, 2010, 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 April 25, 2007, and ending on the Termination Date,
                    with No
                    Adjustment. 

                
	 	 
	
                      Fixed
                    Rate Payer

                	 
	
                      Payment
                    Dates:

                	
                  Early
                    Payment shall apply. Each Fixed Rate Payer Payment Date shall
                    be 1
                    Business Day prior to each Fixed Rate Payer Period End
                    Date.

                
	 	 
	 	 
	
                      Fixed
                    Rate:

                	
                  4.965%

                
	 	 
	
                      Fixed
                    Rate Day 

                	 
	
                      Count
                    Fraction:

                	
                  30/360

                
	 	 
	
                      Floating
                    Amounts:

                	 
	 	 
	
                      Floating
                    Rate
                    Payer:

                	
                  Party
                    A

                
	 	 
	
                      Floating
                    Rate
                    Payer

                	 
	
                      Period
                    End Dates:

                	
                  The
                    25th calendar day of each month during the Term of this Transaction,
                    commencing April 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 apply. Each Floating Rate Payer Payment Date shall
                    be 1
                    Business Day prior to each Floating Rate Payer Period End Date.
                    

                
	 	 
	
                      Floating
                    Rate
                    Payer Floating

                	 
	
                      Rate
                    for Initial Calculation 

                	 
	
                      Period:

                	
                  Linear
                    Interpolation

                
	 	 
	 	 
	
                      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. Provisions
        Deemed Incorporated in a Schedule to the ISDA Master Agreement:

      


      Part
        1.  Termination
        Provisions

      


      For
        the
        purposes of this Agreement:-

      


      (a) “Specified
        Entity”
        means:

      


      (i)      
        in
        relation to Party A:  not
        applicable; and

      


      (ii)      
        in
        relation to Party B: not
        applicable.

      


      (b)      
        “Specified
        Transaction”
shall
        have the meaning specified in Section 14 of this Agreement.

      


      (c)      
        The
        “Failure
        to Pay or Deliver”
        provisions of Section 5(a)(i) will apply to Party A and will apply to Party
        B;
        provided, however, that Section 5(a)(i) is hereby amended by replacing the
        word
“third” with the word “first”; provided, further, that notwithstanding anything
        to the contrary in Section 5(a)(i), any failure by Party A to comply with
        or
        perform any obligation to be complied with or performed by Party A under
        the
        Credit Support Annex shall not constitute an Event of Default under Section
        5(a)(i) unless (A)
        a
        Required Ratings Downgrade Event has occurred and been continuing for 30
        or more
        Local Business Days and (B) such failure is not remedied on or before the
        third
        Local Business Day after notice of such failure is given to Party
        A.

      


      (d)      
        The
        "Breach
        of Agreement"
        provisions of Section 5(a)(ii) will apply to Party A and will not apply to
        Party
        B.

      


      (e)      
        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.

      


      (f)      
        The
        "Misrepresentation"
        provisions of Section 5(a)(iv) will apply to Party A and will not apply to
        Party
        B..

      


      (g)      
        The
        "Default
        under Specified Transaction"
        provisions of Section 5(a)(v) will apply to Party A and will not apply to
        Party
        B.

      


      (h)      
        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), the following provisions apply:

      


      "Specified
        Indebtedness"
        will
        have the meaning specified in Section 14 of this Agreement 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.


      


      “Shareholders’
        Equity”
means
        with respect to an entity, at any time, the sum (as shown in the most recent
        annual audited financial statements of such entity) of (i) its capital stock
        (including preferred stock) outstanding, taken at par value, (ii) its capital
        surplus and (iii) its retained earnings, minus (iv) treasury stock, each
        to be
        determined in accordance with generally accepted accounting
        principles.

      


      (i) 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 Indenture
        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 in lieu thereof “, (3), (4) as amended, (5),
        (6) as amended, or (7)”.

      


      (j) The
        "Merger
        without Assumption"
        provisions of Section 5(a)(viii) will apply to Party A and will not apply
        to
        Party B.

      


      (k) The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      (l) The
        “Tax
        Event”
        provisions of Section 5(b)(ii) will apply to Party A and will apply to Party
        B,
        provided that 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)” are hereby
        deleted.

      


      (m) 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.

      


      (n) The
        "Credit
        Event Upon Merger"
        provisions of Section 5(b)(iv) of this Agreement will not apply to
        Party A and will not apply to Party B. 

      


      (o) The
        "Automatic
        Early Termination"
        provisions of Section 6(a) will not apply to Party A and will not apply to
        Party
        B; 

      


      (p) For
        the
        purpose of the "Payments
        on Early Termination"
        provisions of Section 6(e): Market Quotation and Second Method will apply;
        provided, however, that, in the event of a Derivative Provider Trigger Event,
        the following provisions will apply:

      


      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

      


      
        	 	 	
                “Market
                  Quotation” means,
                  with respect to one or more Terminated Transactions, a Firm Offer
                  which is
                  (1) made by a Reference Market-maker that is an Eligible Replacement,
                  (2)
                  for an amount that would be paid to Party B (expressed as a negative
                  number) or by Party B (expressed as a positive number) in consideration
                  of
                  an agreement between Party B and such Reference Market-maker to
                  enter into
                  a Replacement Transaction, and (3) made on the basis that Unpaid
                  Amounts
                  in respect of the Terminated Transaction or group of Transactions
                  are to
                  be excluded but, without limitation, any payment or delivery that
                  would,
                  but for the relevant Early Termination Date, have been required
                  (assuming
                  satisfaction of each applicable condition precedent) after that
                  Early
                  Termination Date is to be included.


              


      

       

      
        	 	
                (B)

              	
                The
                  definition of “Settlement Amount” shall be deleted in its entirety and
                  replaced with the following:

              


      

       

      “Settlement
        Amount”
means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to the Termination Currency Equivalent of the amount (whether positive
        or
        negative) of any Market Quotation for the relevant Terminated Transaction
        or
        group of Terminated Transactions that is accepted by Party B so as to become
        legally binding, Provided that:

       

      (1) If,
        on
        the Early Termination Date, 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 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);
        and

       

      (2) If,
        on
        the Early Termination Date, 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 Quotations have been made and remain
        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)

              	
                Without
                  prejudice to Party B’s discretion as to the time of obtaining and
                  accepting quotations, Party B shall consult with Party A as to
                  the day and
                  time of obtaining any quotations.

              


      

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations 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).

              


      

      


      
        	 	
                (F)

              	
                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).”

       

      (q) "Termination
        Currency"
        means
        United States Dollars.

      


      (r) "Additional
        Termination Event"
        will
        apply as provided in Part 5(b)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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:

      


      None.

      


      (B) Party
        B
        makes the following representation: 

      


      None.

      


      
        	 	
                (ii)

              	
                Payee
                  Representations. 
                  For the purpose of Section 3(f) of the Agreement, Party A and Party
                  B make
                  the representations specified below, if
                  any:

              


      

      


      None.
        

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B
                  shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

      


      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        3.  Agreement
        to Deliver Documents

      


      For
        the
        purpose of Section 4(a) of this Agreement:

      


      I.
        Tax
        forms, documents or certificates to be delivered are:

      


      
        	
                Party
                  required to

                deliver
                  document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              
	 	 	 
	
                (i)
                  Party A

              	
                A
                  correct, complete and duly executed U.S. IRS Form W-9, IRS Form
                  W-8BEN,
                  IRS Form W-8ECI, IRS Form W-8EXP and/or IRS Form W-8IMY (or successor
                  thereto), that eliminates U.S. federal withholding and backup withholding
                  Tax on payments to Party A under this Agreement.

              	
                 Promptly
                  upon execution of this Agreement; 

              
	 	 	 
	
                Party
                  B

              	
                Tax
                  forms relating to the beneficial owner of payments to Party B under
                  this
                  Agreement from time to time.

              	
                Promptly
                  upon execution of this Agreement any such forms will be applied
                  for and
                  delivered promptly upon receipt, but in any event prior to the
                  first
                  Payment Date, and thereafter, upon previously delivered forms becoming
                  obsolete; 

              


      

       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)

              
	 	 	 	 
	
                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, and to perform its obligations under the Agreement,
                  this
                  Confirmation, and any Credit Support Documents to which it is a
                  party.

              	
                Upon
                  the execution and delivery of this Agreement, or in the case of
                  Party B,
                  promptly upon receipt

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                Incumbency
                  and authority certificate authorizing the 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

              	
                An
                  opinion of counsel to Party A

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        4.  Miscellaneous

      


      (a) Addresses
        for Notices.
        For the
        purpose of Section 12(a) of this Agreement:

      


      Address
        for notices or communications to Party A:

      


      Address:              
         250
        West
        Street 

      10th
        Floor  

      New
        York,
        New York 10013

      


      Attention:           
         Director
        Derivatives Operations

      


      Facsimile
        No.:       212
        723
        2956

      


      (For
        all
        purposes)

      


      In
        addition, in the case of notices or communications relating to Section 5,
        6, 11
        or 13 of this Agreement, a second copy of any such notice or communication
        shall
        be addressed to the attention of Party A’s legal department as
        follows:

      


      Address:             
         Legal
        Department

      77
        Water
        Street

      9th
        Floor

      New
        York,
        New York 10004

      


      Attention:         
          Department
        Head

      


      Facsimile
        No.:      212
        657
        1452

      


      Address
        for notices or communications to Party B:

      


      Address: Wells
        Fargo Bank, N.A. 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      


      Attention: Client
        Services Manager - Renaissance 2007-1

      


      Facsimile
        No: 410-715-2380

      


      Telephone
        No: 410-884-2000

      


      (b) Effectiveness
        of Notice.
        Section
        12(a) is hereby amended by deleting the words “facsimile transmission or” in
        line 3 thereof.

      


      (c) Process
        Agent.
        For the
        purpose 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.

      


      (d) Offices.
        The
        provisions of Section 10(a) will apply to this Agreement. 

      


      (e) Multibranch
        Party.
        For the
        purpose of Section 10(c) of this Agreement:

      


      Party
        A
        not a Multibranch Party.

      


      Party
        B
        is not a Multibranch Party.

      


      (f) Calculation
        Agent.
        The
        Calculation Agent will be Party A; provided, however, that if an Event of
        Default shall have occurred with respect to Party A, Party B shall have the
        right to appoint as Calculation Agent a third party, reasonably acceptable
        to
        Party A, the cost for which shall be borne by Party A.

      


      (g)  Credit
        Support Document. 
        Credit
        Support Document means any credit support annex from time to time entered
        into
        between Party A and Party B in relation to this Master Agreement with respect
        to
        which a Rating Agency Confirmation has been received prior to or at the time
        of
        entry into such credit support annex, and, with respect to Party A any guarantee
        that is provided to Party B pursuant to Part 5(b) below. 

      


      (h) Credit
        Support Provider.
        Means
        (i) in relation to Party A, if a guarantee is provided to Party B pursuant
        to
        Part 5 (b) below, the guarantor providing such guarantee and (ii) in relation
        to
        Party B, not applicable. 

       

      (i)
        Governing
        Law. This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of New York without regard to the conflict of law provisions thereof
        other
        than the New York General Obligations Law Sections 5-1401 and
        5-1402.

      


      (j) Jurisdiction.
        Section
        13(b)(i) of the Agreement is hereby amended by (i) deleting in line 2 the
        word
“non-” and (ii) deleting the final paragraph thereof. The following shall be
        added at the end of Section 13(b): “Nothing in this provision shall prohibit a
        party from bringing an action to enforce a money judgment in any other
        jurisdiction.”

      


      (k) “Affiliate”
will
        have the meaning specified in Section 14 of this Agreement except, for purposes
        of Section 3(c) of this Agreement, Party A and Party B shall be considered
        to
        have no Affiliates.

      


      (l) Netting
        of Payments.
        The
        parties agree that subparagraph (ii) of Section 2(c) will apply to each
        Transaction hereunder. 

      


      (m)Single
        Agreement.
        Section
        1(c) shall be amended by the addition of the words “,any credit support annex
        from time to time entered into between Party A and Party B in relation to
        this
        Master Agreement” after the words “Master Agreement”.

      


      (n)Local
        Business Day.
        The
        definition of Local Business Day in Section 14 of this Agreement shall be
        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”.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        5.Other
        Provisions

      


      (a) No
        Set-Off

      


      
        	 	
                (i)

              	
                All
                  payments under this Agreement shall be made without set-off or
                  counterclaim, except as expressly provided for in Section 2(c),
                  Section 6
                  or Part 5(j)(ix) below.

              


      

      


      
        	 	
                (ii)

              	
                Section
                  6(e) shall be amended by the deletion of 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."

              


      

       

      (b) Additional
        Termination Events.
        The
        following Additional Termination Events will apply:

      


      
        	 	
                (i)

              	
                S&P
                  First Rating Trigger Collateral.
                  If a Relevant Entity no longer meets the S&P Approved Ratings
                  Threshold (an “S&P Approved Ratings Downgrade Event”), and Party A has
                  failed (A) within thirty (30) calendar days of the date on which
                  the
                  Relevant Entity no longer met the S&P Approved Ratings Threshold to
                  either (i) post collateral in accordance with the Credit Support
                  Annex
                  (ii) furnish an Eligible Guarantee, subject to satisfaction of
                  the Rating
                  Agency Condition with respect to S&P, from an Eligible Guarantor, or
                  (iii) obtain an Eligible Replacement, or
                  (B) if Party A has posted collateral in accordance with the Credit
                  Support
                  Annex within thirty (30) calendar days of the date on which the
                  Relevant
                  Entity no longer meets the S&P Approved Ratings Threshold as provided
                  under paragraph (A)(i) above, to comply with or perform any other
                  obligation to be complied with or performed by Party A under the
                  Credit
                  Support Annex for so long as the Relevant Entity fails to meet
                  the S&P
                  Approved Ratings Threshold and such failure has not been remedied
                  within
                  fifteen (15) calendar days of the date on which Party A was required
                  to
                  comply with or perform such obligation, 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)  	
                Moody's
                  First Rating Trigger Collateral.
                  If (A) a Moody’s First Trigger Ratings Event has occurred and been
                  continuing for at least 30 Local Business Days and (B) Party A
                  has neither
                  (i) complied with its obligations to be complied with or performed
                  in
                  accordance with the Credit Support Annex nor (ii) furnished an
                  Eligible
                  Guarantee or obtained an Eligible Replacement to cause such Moody’s First
                  Trigger Ratings Event to cease and either (A) no Moody’s Second Trigger
                  Ratings Event has occurred or (B) less than 30 Local Business Days
                  have
                  elapsed since the last time that no Moody’s Second Trigger Ratings Event
                  had occurred and was continuing, 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)

              	
                Second
                  Rating Trigger Replacement.
                  If
                  :

              


      

      


      
        	 	 	
                (A)
                  an S&P Required Ratings Downgrade Event has occurred and been
                  continuing for 10 Local Business Days and Party A has failed to
                  (1) post
                  collateral according to the terms of the Credit Support Annex and
                  (2)
                  procure an Eligible Replacement; provided
                  that Party A shall, while it searches for an Eligible Replacement,
                  post
                  and maintain, or continue to maintain, as the case may be, collateral
                  in
                  accordance with the terms of the ISDA Credit Support Annex; or
                  

              


      

      
        	 	 	 


      

      
        	 	 	
                (B)
                  (i) At least 30 days have elapsed since the last time that no Moody’s
                  Second Trigger Ratings Event had occurred and was continuing, (ii)
                  Party A
                  has not furnished an Eligible Guarantee or obtained an Eligible
                  Replacement to cause such Moody’s Second Trigger Ratings Event to cease
                  and (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 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.

      


      
        	 	
                (iv)

              	
                Swap
                  Disclosure Event.
                  If, upon the occurrence of a Swap Disclosure Event (as defined
                  in Part
                  5(q) below) Party A has not, within 10 Business Days after such
                  Swap
                  Disclosure Event complied with any of the provisions set forth
                  in clause
                  (iii) of Party 5(q) 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)

              	
                Amendment
                  of Indenture. 
                  If, without the prior written consent of Party A where such consent
                  is
                  required under the Indenture (such consent not to be unreasonably
                  withheld), an amendment is made to the Indenture 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
                  Indenture that is entered into solely for the purpose of appointing
                  a
                  successor servicer, master servicer, securities administrator,
                  trustee or
                  other service provider) under this Agreement, an Additional Termination
                  Event shall have occurred with respect to Party B and Party B shall
                  be the
                  sole Affected Party with respect to such Additional Termination
                  Event.
                  

              


      

      


      
        	 	
                (vi)

              	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article VIII of the Indenture (such notice, the
                  “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in connection with the Early Termination
                  Date
                  resulting from this Additional Termination Event; notwithstanding
                  anything
                  to the contrary in Section 6(c)(ii), payments and deliveries under
                  Section
                  2(a)(i) or Section 2(e) in respect of the Terminated Transactions
                  resulting from this Additional Termination Event will be required
                  to be
                  made through and including the Early Termination Date designated
                  as a
                  result of this Additional Termination Event; provided, for the
                  avoidance
                  of doubt, that any such payments or deliveries that are made on
                  or prior
                  to such Early Termination Date will not be treated as Unpaid Amounts
                  in
                  determining the amount payable in respect of such Early Termination
                  Date;
                  (D) notwithstanding anything to the contrary in Section 6(d)(i),
                  (I) if,
                  no later than 4:00 pm New York City time on the day that is four
                  Business
                  Days prior to the final Distribution Date specified in the Optional
                  Termination Notice, the Securities Administrator requests the amount
                  of
                  the Estimated Swap Termination Payment, Party A shall provide to
                  the
                  Securities Administrator in writing (which may be done in electronic
                  format) the amount of the Estimated Swap Termination Payment no
                  later than
                  2:00 pm New York City time on the following Business Day and (II)
                  if the
                  Securities Administrator provides written notice (which may be
                  done in
                  electronic format) to Party A no later than two Business Days prior
                  to the
                  final Distribution Date specified in the Optional Termination Notice
                  that
                  all requirements of the Optional Termination have been met, then
                  Party A
                  shall, no later than one Business Day prior to the final Distribution
                  Date
                  specified in the Optional Termination Notice, make the calculations
                  contemplated by Section 6(e) of this 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. 

              


      

      


      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.

      


      


      (c) Required
        Ratings Downgrade Event.
        So long
        as a Moody's Second Trigger Rating Event or an S&P Required Ratings
        Downgrade Event has occurred and is continuing, then Party A shall, as soon
        as
        reasonably practicable and so long as a Moody's Second Trigger Rating Event
        or
        an S&P Required Ratings Downgrade Event is in effect, at its own expense,
        use commercially reasonable efforts to attempt to procure either (A) a Permitted
        Transfer or (B) an Eligible Guarantee from an Eligible Guarantor. 

      


      (d) 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.

      


      (e) Rating
        Agency Notifications.
        Notwithstanding any other provision of this Agreement, no Early Termination
        Date
        shall be effectively designated hereunder by Party B and no transfer of any
        rights or obligations under this Agreement shall be made by either party
        unless
        each Swap Rating Agency has been given prior written notice of such designation
        or transfer. 

      


      (f) Reserved.
        

      


      
        	
                (g)

              	
                Permitted
                  Security Interest. 

              


      

       

      Party
        A
        hereby acknowledges and consents to the Permitted Security Interest.


       

      “Permitted
        Security Interest”
        means
        the collateral assignment by Party B of the Swap Collateral to the Indenture
        Trustee pursuant to the Indenture and any transfer of such rights pursuant
        to an
        exercise of creditor’s remedies in respect of such collateral assignment, and
        the granting to the Indenture Trustee of a first priority security interest
        in
        the Swap Collateral pursuant to the Indenture.

       

      “Swap
        Collateral”
        means
        all right, title and interest of Party B in this Agreement, each Transaction
        hereunder, and all present and future amounts payable by Party A to Party
        B
        under or in connection with the Agreement or any Transaction governed by
        the
        Agreement, including, without limitation, any transfer or termination of
        any
        such Transaction.

       

      (h) Limited
        Recourse.
        Notwithstanding any other provision of this Agreement to the contrary, Party
        A
        hereby acknowledges and agrees that all of Party B's obligations hereunder
        or in
        connection herewith will be solely the corporate obligations of Party B,
        and
        Party A will not have any recourse to any of the directors, officers,
        incorporators, shareholders, partners, agents, trustees or Affiliates of
        Party B
        or any of their successors or assigns with respect to any claims, losses,
        damages, liabilities, indemnities or other obligations in connection with
        any
        transactions contemplated hereby. The provisions of this paragraph will survive
        the designation of any Early Termination Date and any termination of this
        Agreement.

      


      (i) Non-petition.
        Party A
        agrees not to institute against or join any person in instituting against
        Party
        B any bankruptcy, reorganization, arrangement, insolvency, moratorium or
        liquidation proceeding or other similar proceeding against Party B for any
        reason whatsoever, until the payment in full of all Certificates issued under
        the Indenture and the expiration of a period equal to one year and one day
        (or,
        if longer, the then applicable preference period) following all such payments;
        provided
        that
        nothing in this clause shall preclude, or be deemed to estop, Party A (i)
        from
        taking any action prior to the expiration of the aforementioned one year
        and one
        day period (or, if longer, the then applicable preference period) in (x)
        any
        case or proceeding voluntarily filed or commenced by Party B or (y) any
        involuntary insolvency proceeding filed or commenced against Party B by a
        person
        other than Party A or its Affiliates, or (ii) from commencing against Party
        B or
        any properties of Party B any legal action which is not a bankruptcy,
        reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
        The provisions of this paragraph will survive the designation of any Early
        Termination Date and any termination of this Agreement. 

      


      (j) Transfers.

      


      
        	 	
                (i)

              	
                Section
                  7 of this Agreement shall not apply to Party A and, subject to
                  Section
                  6(b)(ii) and Part 5(l)(ii) below, Party A may not transfer (whether
                  by way
                  of security or otherwise) any interest or obligation in or under
                  this
                  Agreement without (i) the prior written consent of Party B, and
                  (ii)
                  satisfaction of the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	 	
                (ii)

              	
                Party
                  A may (at its own cost) transfer, by a Permitted Transfer, at any
                  time
                  after 90 days of the Closing Date, all or substantially all of
                  its rights
                  and obligations with respect to this Agreement to any other entity
                  (a
                  “Transferee”) that is an Eligible Replacement, Provided that Party B shall
                  determine in its sole discretion, acting in a commercially reasonable
                  manner, whether or not a transfer relates to all or substantially
                  all of
                  Party A’s rights and obligations under this Agreement. Following such
                  transfer, all references to Party A shall be deemed to be references
                  to
                  the Transferee.

              


      

      


      
        	 	
                (iii)

              	
                If
                  an entity has made a Firm Offer to be the transferee of a transfer
                  to be
                  made in accordance with (ii) above, Party B shall (at Party A’s cost) at
                  Party A’s written request, take any reasonable steps required to be taken
                  by it to effect such transfer.

              


      

      


      (k)
         Waiver
        of Right to Trial by Jury.
        Each
        party hereby irrevocably waives, to the fullest extent permitted by applicable
        law, any right it may have to a trial by jury in respect of any suit, action
        or
        proceeding relating to this Agreement. 

      


      (l)
         Severability.
        In the
        event that any one or more of the provisions contained in this Agreement
        should
        be held invalid, illegal, or unenforceable in any jurisdiction, the validity,
        legality and enforceability of the remaining provisions contained herein
        shall
        not in any way be affected or impaired thereby. The parties shall endeavor,
        in
        good faith negotiations, to replace the invalid, illegal or unenforceable
        provisions with valid provisions, the economic effect of which comes as close
        as
        possible to that of the invalid, illegal or unenforceable
        provisions.

      


      (m)
         Additional
        Representations.
        For
        purposes of Section 3 of this Agreement, the following shall be added,
        immediately following paragraph (f) thereof:

      


      
        	 	
                "(g)

              	
                No
                  Reliance.
                  It is acting for its own account, and it has made its own independent
                  decisions to enter into that Transaction and as to whether that
                  Transaction is appropriate or proper for it based upon its own
                  judgment
                  and upon advice from such advisors as it has deemed necessary.
                  It is not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into that Transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of a Transaction shall not be considered investment
                  advice
                  or a recommendation to enter into that Transaction. It has not
                  received
                  from the other party any assurance or guarantee as to the expected
                  results
                  of that Transaction.

              


      

      


      
        	 	
                (h)

              	
                Evaluation
                  and Understanding.
                  It
                  is capable of evaluating and understanding (on its own behalf or
                  through
                  independent professional advice), and understands and accepts,
                  the terms,
                  conditions and risks of that Transaction. It is also capable of
                  assuming,
                  and assumes, the financial and other risks of that
                  Transaction.

              


      

      


      
        	 	
                (i)

              	
                Status
                  of Parties.
                  The other party is not acting as a fiduciary or an advisor for
                  it in
                  respect of that Transaction.

              


      

      


      
        	 	
                (j)

              	
                No
                  Agency.
                  It is entering into this Agreement and each Transaction as principal
                  and
                  not as agent.

              


      

      


      
        	 	
                (k)

              	
                Risk
                  Management.
                  Each of Party A and Party B represents that this Agreement has
                  been, and
                  each Transaction hereunder has been or will be, as the case may
                  be,
                  entered into for the purpose of managing its borrowings or investments,
                  hedging its underlying assets or liabilities or in connection with
                  its
                  line of business (including financial intermediation services)
                  and not for
                  the purpose of speculation. 

              


      

      


      
        	 	
                (l)

              	
                Eligible
                  Contract Participant.
                  Each of Party A and Party B (a) represents that it is an “eligible
                  contract participant” within the meaning of Section 1(a)(12) of the
                  Commodity Exchange Act, as amended (the “CEA”), (b) this Agreement and
                  each Transaction is subject to individual negotiation by each party,
                  and
                  (c) neither this Agreement nor any Transaction will be executed
                  or traded
                  on a “trading facility” within the meaning of Section 1a(33) of the
                  CEA.

              


      

      


      
        	 	
                (m)

              	
                Financial
                  Institution.
                  Party A represents that it is a "financial institution" as defined
                  in the
                  Federal Deposit Insurance Corporation Improvement Act of 1991 or
                  Regulation EE promulgated by the Federal Reserve Board
                  thereunder.

              


      

      


      
        	 	
                (n)

              	
                FDIC
                  Representation.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that Party A is a depository institution subject
                  to the
                  requirements of the Federal Deposit Insurance Act. This Agreement
                  (including the Credit Support Annex and each Confirmation) has
                  been
                  authorized by all necessary corporate action of Party A, the person
                  executing this Agreement on behalf of Party A is an officer of
                  Party A of
                  the level of vice president or higher, and this Agreement (including
                  the
                  Credit Support Annex and each Confirmation) will be maintained
                  by Party A
                  in its official books and records.

              


      

      


      
        	 	
                (o)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that it is entering into the Agreement and the
                  Transaction as principal and not as agent of any person. Party
                  B
                  represents to Party A on the date on which Party B enters into
                  each
                  Transaction that it is entering into the Agreement and the Transaction
                  as
                  principal and not as agent of any
                  person.”

              


      

       

      (n) Recording
        of Conversations.
        Each
        party hereto consents to the recording of its telephone conversations pursuant
        to this Agreement. To the extent that one party records telephone conversations
        (the “Recording Party”) and the other party does not (the “Non-Recording
        Party”), the Recording Party shall, in the event of any dispute, make a complete
        and unedited copy of such party’s tape of the entire day’s conversations with
        the Non-Recording Party’s personnel available to the Non-Recording Party. The
        Recording Party’s tapes may be used by either party in any forum in which a
        dispute is sought to be resolved and the Recording Party will retain tapes
        for a
        consistent period of time in accordance with the Recording Party’s policy unless
        one party notifies the other that a particular transaction is under review
        and
        warrants further retention.

      


      (o) Limitation
        of Liability.
        No
        party shall be required to pay or be liable to the other party for any
        consequential, indirect or punitive damages, opportunity costs or lost profits.
        

      


      (p)  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.

      


      (q) Compliance
        with Regulation AB. 

      


      
        	 	
                (i)

              	
                Party
                  A agrees and acknowledges that Renaissance
                  Mortgage Acceptance Corp.
                  (the “Depositor”) may be required under Regulation AB, as defined in the
                  Indenture, to disclose certain financial information regarding
                  Party A or
                  its group of affiliated entities, if applicable, depending on the
                  aggregate “significance percentage” of this Agreement and any other
                  derivative contracts between Party A or its group of affiliated
                  entities,
                  if applicable, and Party B, as calculated from time to time in
                  accordance
                  with Item 1115 of Regulation AB. 

              


      

      


      
        	 	
                (ii)
                  

              	
                It
                  shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                  Business Day after the date hereof for so long as the Issuing Entity
                  is
                  required to file periodic reports under the Exchange Act with respect
                  to
                  the Certificates, Party B or the Depositor requests from Party
                  A the
                  applicable financial information described in Item 1115(b) of Regulation
                  AB (such request to be based on a reasonable determination by the
                  Depositor, based on "significance estimates" made in substantially
                  the
                  same manner as that used in the Sponsor's internal risk management
                  process
                  in respect of similar instruments and furnished by the Sponsor
                  to the
                  Depositor, or if the Sponsor does not furnish such significance
                  estimates
                  to the Depositor, based on a determination of such significance
                  estimates
                  by the Depositor in a commercially reasonable manner) (the “Swap Financial
                  Disclosure”).

              


      

      


      
        	 	
                (iii)

              	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A, at its own
                  expense,
                  shall either (1)(a) either (i) provide to the Depositor the current
                  Swap
                  Financial Disclosure in an EDGAR-compatible format (for example,
                  such
                  information may be provided in Microsoft Word® or Microsoft Excel® format
                  but not in .pdf format) or (ii) provide written consent to the
                  Depositor
                  to incorporation by reference of such current Swap Financial Disclosure
                  that are filed with the Securities and Exchange Commission in the
                  Exchange
                  Act Reports of the Depositor, (b) if applicable, cause its outside
                  accounting firm to provide its consent to filing or incorporation
                  by
                  reference in the Exchange Act Reports of the Depositor of such
                  accounting
                  firm’s report relating to their audits of such current Swap Financial
                  Disclosure, and (c) provide to the Depositor any updated Swap Financial
                  Disclosure with respect to Party A or any entity that consolidates
                  Party A
                  within five days of the release of any such updated Swap Financial
                  Disclosure; (2) secure another entity through a Permitted Transfer
                  to
                  replace Party A as party to this Agreement on terms substantially
                  similar
                  to this Agreement, which entity (or a guarantor thereto) meets
                  or exceeds
                  the Approved Rating Thresholds and which entity complies with the
                  requirements of Item 1115 of Regulation AB and clause (1) above,
                  or (3)
                  obtain a guaranty of Party A’s obligations under this Agreement from an
                  affiliate of Party A that complies with the financial information
                  disclosure requirements of Item 1115 of Regulation AB, and cause
                  such
                  affiliate to provide Swap Financial Disclosure and any future Swap
                  Financial Disclosure and other information pursuant to clause (1),
                  such
                  that disclosure provided in respect of such affiliate will satisfy
                  any
                  disclosure requirements applicable to the Swap
                  Provider.

              


      

      


      
        	 	
                (iv)

              	
                Party
                  A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to the Depositor in accordance with clause (iii)(1)
                  above or
                  causes its affiliate to provide Swap Financial Disclosure to the
                  Depositor
                  in accordance with clause (iii)(3) above, it will indemnify and
                  hold
                  harmless the Depositor, its respective directors or officers and
                  any
                  person controlling the Depositor, from and against any and all
                  losses,
                  claims, damages and liabilities caused by any untrue statement
                  or alleged
                  untrue statement of a material fact contained in such Swap Financial
                  Disclosure or caused by any omission or alleged omission to state
                  in such
                  Swap Financial Disclosure a material fact required to be stated
                  therein or
                  necessary to make the statements therein, in light of the circumstances
                  under which they were made, not
                  misleading.

              


      

      


      
        	 	
                (v)

              	
                Third
                  Party Beneficiary. Depositor shall be an express third party beneficiary
                  of this Agreement as if a party hereto to the extent of Depositor’s rights
                  explicitly specified herein.

              


      

      


      (r) Amendment.
        Notwithstanding
        any provision to the contrary in this Agreement, no amendment of either this
        Agreement or any Transaction under this Agreement shall be permitted by either
        party unless each of the Swap Rating Agencies has been provided prior written
        notice of the same and such amendment satisfies the Rating Agency Condition
        with
        respect to S&P.

      


      (s) 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 Second Trigger
        Ratings Threshold.

      


      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party other than a Termination Event occurring under Section 5(b)(i) or Section
        5(b)(ii), or (iii) an Additional Termination Event with respect to which
        Party A
        is the sole Affected Party.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        of
        Party A or an Eligible Replacement of Party A to Party B under this Agreement
        that is provided by an Eligible Guarantor as principal debtor rather than
        surety
        and that is directly enforceable by Party B and either (A) a law firm has
        given
        a legal opinion confirming that none of the guarantor’s payments to Party B
        under such guarantee will be subject to Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor”
        means
        an
        entity that (A) has credit ratings at least equal to the Approved Ratings
        Threshold. 

      


      “Eligible
        Replacement”
        means an
        entity that has credit ratings at least equal to the Approved Ratings Threshold
        or the present and future obligations (for the avoidance of doubt, not limited
        to payment obligations) of such entity to Party B under this Agreement are
        guaranteed pursuant to an Eligible Guarantee provided by an Eligible
        Guarantor.

      


      “Firm
        Offer”
        means an
        offer that will become legally binding upon acceptance.

      


      "Latest
        Settlement Amount Determination Day" means
        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 the Early Termination Date).

      


      “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 Rating 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 both a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s and 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 has only a long-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 both a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s and 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 “P-2”, or
        (ii) if such entity has only a long-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
“A3.

      


      “Permitted
        Transfer”
        means
        a
        transfer by novation by Party A 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) the transfer would not give rise to a taxable
        event
        or any other adverse Tax consequences to Party B or its interest holders,
        as
        determined by Party B in its sole discretion, (f) 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, (g) 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, (h) 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); (i) either (A) Moody’s has been given prior written notice of such
        transfer and the Rating Agency Condition is satisfied with respect to S&P or
        (B) each Swap Rating Agency has been given prior written notice of such transfer
        and such transfer is in connection with the assignment and assumption of
        this
        Agreement without modification of its terms, other than party names, dates
        relevant to the effective date of such transfer, tax representations (provided
        that the representations in Part 2(a)(i) are not modified) and any other
        representations regarding the status of the substitute counterparty, notice
        information and account details; and (j) such transfer otherwise complies
        with
        the terms of the Indenture.

      


      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

      


      “Relevant
        Entity”
        means
        Party A and, to the extent applicable, a guarantor under an Eligible Guarantee
        or an Eligible Replacement.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”means
        either a Moody’s Second Trigger Ratings Event or an S&P Required Ratings
        Downgrade Event.

      


      “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 a Relevant Entity a short-term unsecured and unsubordinated
        debt
        rating from S&P of “A-1”, or, if such entity does not have a short-term
        unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating from S&P of “A+”.

      


      "S&P
        Required Ratings Downgrade Event"
        means no
        Relevant Entity meets 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
        from
        S&P of “BBB+”.

      


      “Swap
        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
        Renaissance Home Equity Loan Trust 2007-1, Home Equity Loan Asset-Backed
        Notes,
        Series 2007-1 (the “Notes”).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Account
        Details and Settlement Information:  

      


      Payments
        to Party
        A:                         
Citibank,
        N.A. New York

      ABA
        #
        021000089

      Account
        #
        00167679

      Swift:
        CITIUS33

      Transaction
        Ref# M071417

       

      Payments
        to Party
        B:                         
Wells
        Fargo Bank, N.A.

      ABA
        #
        121000248

      For
        Credit To: SAS Clearing

      Acct
        #:
        3970771416

      FCC
        to:
        53134500

      Re:
        Renaissance 2007-1 Payment Account 

      


      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. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

      


      


      
        	
                CITIBANK,
                  N.A. 

              	 	
                RENAISSANCE
                  HOME EQUITY LOAN TRUST 2007-1

                 

                By:
                  WILMINGTON TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                  AS
                  THE OWNER TRUSTEE

                 

              
	
                By:
                  ________________________________

              	 	
                By:
                  _____________________________

              
	
                (Signing
                  with respect to the terms of the ISDA Master Agreement)

              	 	 
	 	 	 
	
                 

                By:
                  ________________________________

                (Signing
                  with respect to the terms of this document, with the exception
                  of the
                  terms of the ISDA Master Agreement)

              	 	 


      

      


       

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        I 

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                                          
                  Calculation Amount (USD)

              
	
                Effective
                  Date

              	
                April
                  25, 2007

              	
                65,000,000.00

              
	
                April
                  25, 2007

              	
                May
                  25, 2007

              	
                62,082,179.17

              
	
                May
                  25, 2007

              	
                June
                  25, 2007

              	
                59,295,078.20

              
	
                June
                  25, 2007

              	
                July
                  25, 2007

              	
                56,632,850.25

              
	
                July
                  25, 2007

              	
                August
                  25, 2007

              	
                54,089,909.74

              
	
                August
                  25, 2007

              	
                September
                  25, 2007

              	
                51,660,920.49

              
	
                September
                  25, 2007

              	
                October
                  25, 2007

              	
                49,340,784.78

              
	
                October
                  25, 2007

              	
                November
                  25, 2007

              	
                47,124,632.59

              
	
                November
                  25, 2007

              	
                December
                  25, 2007

              	
                45,007,811.52

              
	
                December
                  25, 2007

              	
                January
                  25, 2008

              	
                42,985,877.03

              
	
                January
                  25, 2008

              	
                February
                  25, 2008

              	
                41,054,583.09

              
	
                February
                  25, 2008

              	
                March
                  25, 2008

              	
                39,209,873.52

              
	
                March
                  25, 2008

              	
                April
                  25, 2008

              	
                37,447,873.32

              
	
                April
                  25, 2008

              	
                May
                  25, 2008

              	
                35,764,880.70

              
	
                May
                  25, 2008

              	
                June
                  25, 2008

              	
                34,157,359.27

              
	
                June
                  25, 2008

              	
                July
                  25, 2008

              	
                32,621,930.77

              
	
                July
                  25, 2008

              	
                August
                  25, 2008

              	
                31,155,367.84

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                29,754,587.46

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                28,416,644.40

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                27,138,725.08

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                25,918,141.72

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                24,752,326.71

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                23,638,943.34

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                22,575,864.50

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                21,560,730.29

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                13,325,393.10

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                12,725,892.33

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                12,153,297.78

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                11,606,404.23

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                11,084,060.36

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                10,585,166.37

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                10,108,671.66

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                9,653,572.52

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                9,218,910.25

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                8,803,932.09

              
	
                February
                  25, 2010

              	
                Termination
                  Date 

              	
                8,407,917.45

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
         
ANNEX
        A

      


      ISDA®

      CREDIT
        SUPPORT ANNEX

      to
        the
        Schedule to the

      ISDA
        Master Agreement

      dated
        as
        of March 29, 2007 between

      CITIBANK,
        N.A., a national banking association organized under the laws of the United
        States (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

      Renaissance
        Home Equity Loan Trust 2007-1

      (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 29, 2007, between
        Party A
        and Party B, Reference Number M071417.

      


      


      Paragraph
        13. Elections and Variables

      


      (a) Security
        Interest for "Obligations".
        The term
        "Obligations" shall have the meaning set forth in Paragraph 12. 

      


      (b) Credit
        Support Obligations.

      


      (i)
        Delivery Amount, Return Amount and Credit Support Amount; Addition to Paragraph
        3.

      


      (A)
        "Delivery
        Amount"
        has the
        meaning set forth in Paragraph 3(a), as amended 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”.

      


      (B)
        "Return
        Amount"
        has the
        meaning set forth in Paragraph 3(b).

      


      (C)
        "Credit
        Support Amount" for
        a
        Valuation Date shall mean zero; provided
        that,
        if
        the Threshold in respect of Party A is zero on such Valuation Date,
        "Credit
        Support Amount"
        shall
        mean one of the following if one of the following specified events have occurred
        on such Valuation Date:

      


      
        	 	
                (i)

              	
                if
                  (a) no Moody's Second Trigger Ratings Event has occurred and is
                  continuing
                  or (b) less than 30 Local Business Day have elapsed since the last
                  time
                  that no Moody's Second Trigger Rating Event had occurred and was
                  continuing, "Credit
                  Support Amount"
                  shall mean an amount in USD equal to the greater of (1) the sum
                  of (a) the
                  Secured Party’s Exposure and (b) the First Trigger Collateral Amount (as
                  defined below) for each Transaction hereunder and (2)
                  zero;

              


      

      


      
        	 	
                (ii)

              	
                so
                  long as a Moody's Second Trigger Ratings Event has occurred and
                  is
                  continuing and 30 or more Local Business Days have elapsed since
                  the last
                  time that no Moody's Second Trigger Rating Event had occurred and
                  was
                  continuing, "Credit
                  Support Amount"
                  shall mean an amount in USD equal to the greatest of (1) the sum
                  of (a)
                  the Secured Party’s Exposure and (b) the Second Trigger Collateral Amount
                  (as defined below) for each Transaction hereunder, (2) the
                  aggregate amount of the Next Payments (as defined below) for all
                  Next
                  Payment Dates (as defined below)
                  and (3) zero; and

              


      

      


      
        	 	 	
                (iii)

              	
                if
                  a Relevant Entity's rating falls below either the S&P Approved Ratings
                  Threshold or the S&P Required Ratings Thresehold and continues to
                  remain below either the S&P Approved Ratings Threshold or the S&P
                  Required Ratings Thresehold, "Credit
                  Support Amount"
                  shall mean an amount in USD equal to the greater of (1) the sum
                  of (a) the
                  Secured Party's Exposure and (b) the Notional Volatility Buffer
                  and (2)
                  zero.
                  "Notional
                  Volatility Buffer",
                  as determined by the Valuation Agent for any date, means the product
                  of
                  (i) the Scale Factor, if any, for such Transaction, or, if no Scale
                  Factor
                  is applicable for such Transaction, one, (ii) the Notional Amount
                  of the
                  Transaction on such date, and (iii) the Volatility Buffer Percentage
                  for
                  such date as set out in the table below on such date,
                  

              


      

       

       

      

        
          	
                  Party
                    A S&P Rating on such date

                	
                  Remaining
                    Weighted Average Life Maturity up to 3 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 5 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 10 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 30 years

                
	
                  S&P
                    S-T Rating of "A-1" or above

                	
                  0.00%

                	
                  0.00%

                	
                  0.00%

                	
                  0.00%

                
	
                  S&P
                    S-T Rating of “A-2”

                	
                  2.75%

                	
                  3.25%

                	
                  4.0%

                	
                  4.75%

                
	
                  S&P
                    S-T Rating of “A-3”

                	
                  3.25%

                	
                  4.00%

                	
                  5.0%

                	
                  6.25%

                
	
                  S&P
                    L-T Rating of “BB+”
                    or
                    lower

                	
                  3.50%

                	
                  4.50%

                	
                  6.75%

                	
                  7.50%

                


        

      

      


       

      L-T
        Rating
        means
        with respect to any Person, the unsecured, unguaranteed and otherwise
        unsupported long-term senior debt obligations of such Person. 

      


      S-T
        Rating
        means
        with respect to any Person, the unsecured, unguaranteed and otherwise
        unsupported short-term debt obligations of such Person.

      


      In
        circumstances where more than one of Paragraph 13(b)(i)(C)(i), (ii) and (iii)
        apply, the Credit Support Amount shall be calculated by reference to the
        paragraph which would result in Party A Transferring the greatest amount
        of
        Eligible Credit Support. Under no circumstances will Party A be required
        to
        Transfer more Eligible Credit Support than the greatest amount calculated
        in
        accordance with one of Paragraph 13(b)(i)(C)(i), (ii) or (iii).

      


      First
        Trigger Collateral Amount
        means,
        in respect of each Transaction hereunder on any date, an amount in USD equal
        to
        the product of (i) the
        Scale
        Factor, if any, for such Transaction, or, if no Scale Factor is applicable
        for
        such Transaction, one,
        (ii)
        Notional Amount of such Transaction on such date and (iii) the Applicable
        Percentage set forth in the table in Exhibit A hereto.

      


      “Next
        Payment”
means,
        in respect of each Next Payment Date, the greater of (i) the amount of any
        payments due to be made by Party A under Section 2(a) on such Next Payment
        Date
        less any payments due to be made by Party B under Section 2(a) on such Next
        Payment Date (in each case, after giving effect to any applicable netting
        under
        Section 2(c)) and (ii) zero.

      


      “Next
        Payment Date”
means
        each date on which the next scheduled payment under any Transaction is due
        to be
        paid.

      


      Second
        Trigger Collateral Amount
        means,
        in respect of each Transaction hereunder on any date, an amount in USD equal
        to
        the product of (i) the
        Scale
        Factor, if any, for such Transaction, or, if no Scale Factor is applicable
        for
        such Transaction, one,
        (ii)
        Notional Amount of such Transaction on such date and (iii) the Applicable
        Percentage set forth in the applicable table in Exhibit B hereto.

      


      (ii)
        Eligible Collateral. On
        any
        date, the following items will qualify as "Eligible
        Collateral"
        for
        Party A:

      


      (A) Valuation
        Percentage S&P

      


      
        	
                 

                Collateral
                  

              	
                S&P
                  Valuation 

                Percentage

              
	
                (A)  Cash

              	
                100%

              
	 	 
	
                (B)  Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of not more than one
                  year

              	
                98.5%

              
	 	 
	
                (C)  Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than one year but not
                  more than
                  ten years

              	
                89.9%

              
	 	 
	
                (D)  Fixed-rate
                  negotiable debt obligations issued by the U.S. Treasury Department
                  having
                  a remaining maturity on such date of more than ten years

              	
                83.9%

              


      

      


      


      */
        The
        Valuation Percentage shall be determined by the Valuation Agent from time
        to
        time and in its sole discretion.

      


      (B) Valuation
        Percentage Moody's

      


      
        	
                INTRUMENT

              	
                If
                  Paragraph 13(b)(i)(C)(i) applies

              	
                If
                  Paragraph 13(b)(i)(C)(ii) applies

              
	
                U.S.
                  Dollar Cash

              	
                100%

              	
                100%

              
	
                Fixed-Rate
                  Negotiable treasury Debt Issued by the U.S. Treasury Department
                  with
                  Remaining Maturity

              
	
                <1
                  Year

              	
                100%

              	
                100%

              
	
                1
                  to 2 years

              	
                100%

              	
                99%

              
	
                2
                  to 3 years

              	
                100%

              	
                98%

              
	
                3
                  to 5 years

              	
                100%

              	
                97%

              
	
                5
                  to 7 years

              	
                100%

              	
                96%

              
	
                7
                  to 10 years

              	
                100%

              	
                94%

              
	
                Floating-Rate
                  Negotiable treasury Debt Issued by the U.S. Treasury Department
                  

              
	
                All
                  Maturities

              	
                100%

              	
                99%

              


      

      


      Paragraph
        13(b)(ii)(A) shall apply if Paragraph 13(b)(i)(C)(iii) applies and Paragraph
        13
        (b)(ii)(B) shall apply if either Paragraph 13(b)(i)(C)(i) or 13(b)(i)(C)(ii)
        applies. 

      


      If
        both
        Paragraph 13(b)(ii)(A) and 13(b)(ii)B) apply: (i) no item shall qualify as
        “Eligible Collateral” for Party A unless it is specified in both such paragraphs
        and (ii) the Valuation Percentage for an item of Eligible Collateral shall
        be
        calculated by reference to the paragraph which would result in the lower
        Valuation Percentage for such item of Eligible Collateral.

       

      (iii)
        Other
        Eligible Support.
        There
        shall be no "Other Eligible Support" for either party for purposes of this
        Annex.

      


      (iv)
        Thresholds.

       

             
        (A) "Threshold"
        means
        with respect to Party A and Party B: infinity, provided that the Threshold
        with
        respect to Party A shall be zero so long as (1) a Moody’s
        First Trigger Ratings Event has
        occurred and is continuing and either (i) at least 30 Local Business Days
        have
        elapsed since the last time that no Moody’s First Trigger Ratings
        Event has
        occurred and was continuing or (ii) such Moody’s First Trigger Ratings Event has
        been continuing since this Annex was executed, or (2) an
        S&P Approved Ratings Dowgrade Event
        has
        occurred and is continuing and either (i) at least 30 Local Business Days
        have
        elapsed since the last time that no S&P
        Approved Ratings Dowgrade Event
        has
        occurred and was continuing or (ii) such S&P
        Approved Ratings Dowgrade Event
        has been
        continuing since this Annex was executed.

       

      (B)
        "Minimum
        Transfer Amount" means
        USD
        100,000 with respect to Party A and Party B; provided, however, that if the
        aggregate Certificate Principal Balance and note principal balance of
        Certificates and Notes rated by S&P ceases to be more than USD 50,000,000,
        the "Minimum
        Transfer Amount"
        shall be
        USD 50,0000.
        

      


      (C)
        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. Calculations by Party A will be made by reference to   commonly
        accepted market sources.

      


      (ii)
        "Valuation
        Date" means
        each Local Business Day which, if treated as a Valuation Date, would result
        in a
        Delivery Amount or a Return Amount.

      


      (iii)
        "Valuation Time"
        means,
        with respect to the determination of Exposure, Value of Eligible Credit Support
        and Posted Credit Support, the close of business on the Local Business Day
        immediately before the Valuation Date or date of calculation, as applicable;
        provided, that the calculations of of Value and Exposure will be made as
        of
        approximately the same time on the same date.

      


      (iv)
        "Notification
        Time"
        means
        10:00 a.m., New York time on a Valuation Date.

      


      (d)
         Conditions
        Precedent and Secured Party's Rights and Remedies.
        There
        shall be no "Specified Condition" with respect to Party A or Party
        B.

      


      (e) Substitution.

      


      (i)
        "Substitution Date"
        has the
        meaning specified in Paragraph 4(d)(ii).

      


      


      (f)
         Dispute
        Resolution.

      


      (i)
        "Resolution
        Time"
        means
        1:00 p.m., New York time, on the Local Business Day following the date on
        which
        notice is given that gives rise to a dispute under Paragraph 5.

      


      (ii)
        Value.
        For the
        purpose of Paragraphs 5(i)(C) and 5(ii), Party A will determine the Value
        of
        Eligible Credit Support or Posted Credit Support consisting of securities
        based
        upon the bid price quotations of any generally recognized dealer (which may
        include an affiliate of Party A), and adding thereto any interest accrued
        but
        not paid to any person with respect to such securities through the day on
        which
        the determination is made and multiplying the sum by the applicable Valuation
        Percentage, if any.

      


      (iii)
        Alternative.
        The
        provisions of Paragraph 5 will apply, provided, however, that in the event
        of a
        dispute regarding the Value of securities which constitute Eligible Credit
        Support or Posted Credit Support, Party B may submit mid market quotations
        from
        two other recognized dealers in which case the Value of such securities shall
        be
        the mean of the two quotations submitted by Party B.

      


      (g)
        Holding
        and Using Posted Collateral.

      


      (i)
        Eligibility
        to Hold Posted Collateral; Custodians.
        The
        Securities Administrator will be entitled to hold Posted Collateral pursuant
        to
        Paragraph 6(b); provided, that Posted Collateral shall be held in an Eligible
        Account or segregated trust account.

      


      (ii)
        Use
        of Posted Collateral.
        The
        provisions of Paragraph 6(c) will not apply to Party B. Therefore, Party
        B will
        not have any of the rights specified in Paragraph 6(c)(i) or 6(c)(ii), provided,
        however, that Party B or its Custodian shall have the right to register any
        Posted Collateral that constitutes a book entry security in the name of its
        custodian.

      


      (h) Distributions
        and Interest Amount. 

      


      (i)
        Interest
        Rate.
        The
“Interest Rate” will be the actual rate earned on Posted Collateral in the form
        of Cash that is held by Party B or its Custodian. Posted Collateral in the
        form
        of Cash shall be invested in such overnight (or redeemable within two Local
        Business Days of demand) Permitted Investments rated at least (x) AAAm or
        AAAm-G
        by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as directed by Party A
        unless (x) an Event of Default or an Additional Termination Event has occurred
        with respect to which Party A is the defaulting or sole Affected Party or
        (y) an
        Early Termination Date has been designated, in which case such investment
        shall
        be uninvested). Gains and losses incurred in respect of any investment of
        Posted
        Collateral in the form of Cash in Permitted Investments as directed by Party
        A
        shall be for the account of Party A.

      


      (ii)
        Transfer
        of Interest Amount.
        Transfers of the Interest Amount will be made in arrears on the last Local
        Business Day of each calendar month, provided
        that
        Party B shall not be obliged to so transfer any Interest Amount unless and
        until
        it has earned and received such interest

      


      (iii)
        Alternative
        to Interest Amount.
        The
        provisions of Paragraph 6(d)(ii) will apply, provided, however, that the
        Interest Amount will compound daily.

      


      (i)
        Additional
        Representations. 

      


      Party
        A
        represents to Party B (which representation will be deemed to be repeated
        as of
        each date on which Party A, as the Pledgor, Transfers Eligible Collateral)
        that:

      


      (i)
        no
        consent, approval or other authorization of any governmental authority is
        required in connection with the Transfer of Eligible Collateral
        hereunder.

      


      (ii)
        Its
        assets exceed its liabilities. 

      


      (j)
         Other
        Eligible Support and Other Posted Support. 

      


      (i)
        "Value"
        with
        respect to Other Eligible Support and Other Posted Support shall not be
        applicable.

      


      (ii)
        "Transfer"
        with
        respect to Other Eligible Support and Other Posted Support shall not be
        applicable.

      


      (k)
         Demands
        and Notices. 

      


      All
        demands, specifications and notices under this Annex will be made pursuant
        to
        the Notices Section of this Annex, provided, that the address for Party A
        for
        such purposes shall be:

      


      


      Citibank
        N.A.

      Collateral
        Management Group

      333
        West
        34th
        Street,
        2nd
        FL

      New
        York,
        NY 10001

      Telephone
        no. (212) 615-8406

      Facsimile
        no. (212) 994-0727;

      


      and
        the
        address for Party B for such purposes shall be:

      


      Wells
        Fargo Bank, N.A. 

      9062
        Old
        Annapolis Road

      Columbia,
        MD 21045

      Attn: Client
        Services Manager - Renaissance 2007-1

      Telephone
        no. (410) 884-2000

      Facsimile
        no. (410) 884-2380

      


      (l)    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.

      


      
        	
                (m)

              	
                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, and (b) the term “Pledgor” as used in this Annex means
                  only Party A.

              


      

      


      
        	
                (n)

              	
                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.

              


      

      


      (o) Other
        Provisions. 

      


      (i)
        Custodian.
        A party
        shall be eligible to serve as Custodian if and for so long as it (i) is not
        affiliated with Party A or Party B, (ii) is a trust company or commercial
        bank
        with trust powers, organized under the laws of the United States of America
        or
        any state thereof and subject to supervision or examination by federal or
        state
        authority, having a combined capital and surplus of at least $500,000,000
        and
        (ii) shall have general unsecured short-term obligations rated at least "P-1"
        by
        Moody's and "A-1" by S&P.

      


      (ii)
        Actions
        Hereunder.
        Either
        party may take any actions hereunder, including liquidation rights, through
        its
        Custodian, and, in the case of Party A, through Salomon Smith Barney Inc.
        or any
        successor, as agent for Party A.

      


      (iii)
        Events
        of Default.
        Paragraph 7 shall be deleted and replaced in its entirety by the following
        paragraph:

      


      "For
        the
        purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
        exist with respect to a party if that party fails (or fails to cause its
        Custodian) to make, when due, any Transfer of Elligibile Collateral, Posted
        Collateral or the Interest Amount, as applicable, required to be made by
        it and
        that failure continues for one Local Business Day after the notice of that
        failure is given to that party, except that (A) if such failure would constitute
        an Additional Termination Event under another provision of this Agreement
        and
        (B) no more than 30 Local Business Days have elapsed since the last time
        that
        Party A satisfied the Moody's Second Trigger Ratings Threshold, then such
        failure shall be an Additional Termination Event and not an Event of
        Default".

      


      (iv)
        Address
        for Transfers.
        Each
        Transfer hereunder shall be made to the address specified below or to an
        address
        specified in writing from time to time by the party to which such Transfer
        will
        be made.

       

      Party
        A
        account details for holding collateral: 

      


      Citibank,
        N.A. New York

      ABA
        # 021000089

      Account
        # 00167679

      Swift:
        CITIUS33

      Transaction
        Ref# M071417

      


      Party
        B’s
        Custodian account details for holding collateral: 

      


      Wells
        Fargo Bank, N.A. 

      ABA
        #:
        121000248

      For
        Credit To: SAS
        Clearing

      Acct
        #: 3970771416

      For
        Further Credit to: 53134502, Renaissance 2007-1 Collateral Account

      


      


      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Annex as of the date
        first above written.

      


      


      CITIBANK,
        N.A.                             RENAISSANCE
        HOME EQUITY LOAN TRUST 2007-1

       

                                          
By:
        WILMINGTON TRUST
        COMPANY, 

                                          
NOT
        IN ITS
        INDIVIDUAL CAPACITY, 

                                          
BUT
        SOLELY AS THE
        OWNER TRUSTEE

      


      


      By:            
                  
By:    ___________

      Name:                                     Name:

      Title:                                   Title:

      


      EXHIBIT
        A

      


      FIRST
        TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES

      


      Note:
        Please delete weekly columns

      


      
        	
                Weighted
                  Average Life of Hedge in Years

              	
                Interest
                  Rate Hedges

              	
                Currency
                  Hedges

              
	
                Valuation
                  Dates:

              
	
                Daily

              	
                Weekly

              	
                Daily

              	
                Weekly

              
	
                Less
                  than 1 year

              	
                0.15%

              	
                0.25%

              	
                1.10%

              	
                2.20%

              
	
                Equal
                  to or greater than 1 year but less than 2 years

              	
                0.30%

              	
                0.50%

              	
                1.20%

              	
                2.40%

              
	
                Equal
                  to or greater than 2 years but less than 3 years

              	
                0.40%

              	
                0.70%

              	
                1.30%

              	
                2.60%

              
	
                Equal
                  to or greater than 3 years but less than 4 years

              	
                0.60%

              	
                1.00%

              	
                1.40%

              	
                2.80%

              
	
                Equal
                  to or greater than 4 years but less than 5 years

              	
                0.70%

              	
                1.20%

              	
                1.50%

              	
                2.90%

              
	
                Equal
                  to or greater than 5 years but less than 6 years

              	
                0.80%

              	
                1.40%

              	
                1.60%

              	
                3.10%

              
	
                Equal
                  to or greater than 6 years but less than 7 years

              	
                1.00%

              	
                1.60%

              	
                1.60%

              	
                3.30%

              
	
                Equal
                  to or greater than 7 years but less than 8 years

              	
                1.10%

              	
                1.80%

              	
                1.70%

              	
                3.40%

              
	
                Equal
                  to or greater than 8 years but less than 9 years

              	
                1.20%

              	
                2.00%

              	
                1.80%

              	
                3.60%

              
	
                Equal
                  to or greater than 9 years but less than 10 years

              	
                1.30%

              	
                2.20%

              	
                1.90%

              	
                3.80%

              
	
                Equal
                  to or greater than 10 years but less than 11 years

              	
                1.40%

              	
                2.30%

              	
                1.90%

              	
                3.90%

              
	
                Equal
                  to or greater than 11 years but less than 12 years

              	
                1.50%

              	
                2.50%

              	
                2.00%

              	
                4.00%

              
	
                Equal
                  to or greater than 12 years but less than 13 years

              	
                1.60%

              	
                2.70%

              	
                2.10%

              	
                4.10%

              
	
                Equal
                  to or greater than 13 years but less than 14 years

              	
                1.70%

              	
                2.80%

              	
                2.10%

              	
                4.30%

              
	
                Equal
                  to or greater than 14 years but less than 15 years

              	
                1.80%

              	
                3.00%

              	
                2.20%

              	
                4.40%

              
	
                Equal
                  to or greater than 15 years but less than 16 years

              	
                1.90%

              	
                3.20%

              	
                2.30%

              	
                4.50%

              
	
                Equal
                  to or greater than 16 years but less than 17 years

              	
                2.00%

              	
                3.30%

              	
                2.30%

              	
                4.60%

              
	
                Equal
                  to or greater than 17 years but less than 18 years

              	
                2.00%

              	
                3.50%

              	
                2.40%

              	
                4.80%

              
	
                Equal
                  to or greater than 18 years but less than 19 years

              	
                2.00%

              	
                3.60%

              	
                2.40%

              	
                4.90%

              
	
                Equal
                  to or greater than 19 years but less than 20 years

              	
                2.00%

              	
                3.70%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 20 years but less than 21 years

              	
                2.00%

              	
                3.90%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 21 years but less than 22 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 22 years but less than 23 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 23 years but less than 24 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 24 years but less than 25 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 25 years but less than 26 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 26 years but less than 27 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 27 years but less than 28 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 28 years but less than 29 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to or greater than 29 years but less than 30 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              
	
                Equal
                  to 30 years

              	
                2.00%

              	
                4.00%

              	
                2.50%

              	
                5.00%

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      SECOND
        TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES

      Note
        - delete all weekly columns

      


      For
        Transactions that are not Transaction-Specific Hedges. 

      


      “Transaction-Specific
        Hedge” means
        any
        Transaction that is a cap, floor or swaption, or a Transaction in respect
        of
        which (x) the notional amount of the swap is “balance guaranteed” or (y) the
        notional amount of the swap for any Calculation Period otherwise is not a
        specific dollar amount that is fixed at the inception of the
        Transaction.

      


      


      


      
        	
                Weighted
                  Average Life of Hedge in Years

              	
                Interest
                  Rate Swaps

              	
                Currency
                  Swaps

              
	
                Valuation
                  Dates:

              
	
                Daily

              	
                Weekly

              	
                Daily

              	
                Weekly

              
	
                Less
                  than 1 year

              	
                0.50%

              	
                0.60%

              	
                6.10%

              	
                7.25%

              
	
                Equal
                  to or greater than 1 year but less than 2 years

              	
                1.00%

              	
                1.20%

              	
                6.30%

              	
                7.50%

              
	
                Equal
                  to or greater than 2 years but less than 3 years

              	
                1.50%

              	
                1.70%

              	
                6.40%

              	
                7.70%

              
	
                Equal
                  to or greater than 3 years but less than 4 years

              	
                1.90%

              	
                2.30%

              	
                6.60%

              	
                8.00%

              
	
                Equal
                  to or greater than 4 years but less than 5 years

              	
                2.40%

              	
                2.80%

              	
                6.70%

              	
                8.20%

              
	
                Equal
                  to or greater than 5 years but less than 6 years

              	
                2.80%

              	
                3.30%

              	
                6.80%

              	
                8.40%

              
	
                Equal
                  to or greater than 6 years but less than 7 years

              	
                3.20%

              	
                3.80%

              	
                7.00%

              	
                8.60%

              
	
                Equal
                  to or greater than 7 years but less than 8 years

              	
                3.60%

              	
                4.30%

              	
                7.10%

              	
                8.80%

              
	
                Equal
                  to or greater than 8 years but less than 9 years

              	
                4.00%

              	
                4.80%

              	
                7.20%

              	
                9.00%

              
	
                Equal
                  to or greater than 9 years but less than 10 years

              	
                4.40%

              	
                5.30%

              	
                7.30%

              	
                9.20%

              
	
                Equal
                  to or greater than 10 years but less than 11 years

              	
                4.70%

              	
                5.60%

              	
                7.40%

              	
                9.30%

              
	
                Equal
                  to or greater than 11 years but less than 12 years

              	
                5.00%

              	
                6.00%

              	
                7.50%

              	
                9.50%

              
	
                Equal
                  to or greater than 12 years but less than 13 years

              	
                5.40%

              	
                6.40%

              	
                7.60%

              	
                9.70%

              
	
                Equal
                  to or greater than 13 years but less than 14 years

              	
                5.70%

              	
                6.80%

              	
                7.70%

              	
                9.80%

              
	
                Equal
                  to or greater than 14 years but less than 15 years

              	
                6.00%

              	
                7.20%

              	
                7.80%

              	
                10.00%

              
	
                Equal
                  to or greater than 15 years but less than 16 years

              	
                6.30%

              	
                7.60%

              	
                7.90%

              	
                10.00%

              
	
                Equal
                  to or greater than 16 years but less than 17 years

              	
                6.60%

              	
                7.90%

              	
                8.00%

              	
                10.00%

              
	
                Equal
                  to or greater than 17 years but less than 18 years

              	
                6.90%

              	
                8.30%

              	
                8.10%

              	
                10.00%

              
	
                Equal
                  to or greater than 18 years but less than 19 years

              	
                7.20%

              	
                8.60%

              	
                8.20%

              	
                10.00%

              
	
                Equal
                  to or greater than 19 years but less than 20 years

              	
                7.50%

              	
                9.00%

              	
                8.20%

              	
                10.00%

              
	
                Equal
                  to or greater than 20 years but less than 21 years

              	
                7.80%

              	
                9.00%

              	
                8.30%

              	
                10.00%

              
	
                Equal
                  to or greater than 21 years but less than 22 years

              	
                8.00%

              	
                9.00%

              	
                8.40%

              	
                10.00%

              
	
                Equal
                  to or greater than 22 years but less than 23 years

              	
                8.00%

              	
                9.00%

              	
                8.50%

              	
                10.00%

              
	
                Equal
                  to or greater than 23 years but less than 24 years

              	
                8.00%

              	
                9.00%

              	
                8.60%

              	
                10.00%

              
	
                Equal
                  to or greater than 24 years but less than 25 years

              	
                8.00%

              	
                9.00%

              	
                8.60%

              	
                10.00%

              
	
                Equal
                  to or greater than 25 years but less than 26 years

              	
                8.00%

              	
                9.00%

              	
                8.70%

              	
                10.00%

              
	
                Equal
                  to or greater than 26 years but less than 27 years

              	
                8.00%

              	
                9.00%

              	
                8.80%

              	
                10.00%

              
	
                Equal
                  to or greater than 27 years but less than 28 years

              	
                8.00%

              	
                9.00%

              	
                8.80%

              	
                10.00%

              
	
                Equal
                  to or greater than 28 years but less than 29 years

              	
                8.00%

              	
                9.00%

              	
                8.90%

              	
                10.00%

              
	
                Equal
                  to or greater than 29 years but less than 30 years

              	
                8.00%

              	
                9.00%

              	
                8.90%

              	
                10.00%

              
	
                Equal
                  to 30 years

              	
                8.00%

              	
                9.00%

              	
                9.00%

              	
                10.00%

              


      

      


      


      


      


      For
        Transactions that are Transaction-Specific Hedges. 

      


      
        	
                Weighted
                  Average Life of Hedge in Years

              	
                Interest
                  Rate Hedges

              	
                Currency
                  Hedges

              
	
                Valuation
                  Dates:

              
	
                Daily

              	
                Weekly

              	
                Daily

              	
                Weekly

              
	
                Less
                  than 1 year

              	
                0.65%

              	
                0.75%

              	
                6.30%

              	
                7.40%

              
	
                Equal
                  to or greater than 1 year but less than 2 years

              	
                1.30%

              	
                1.50%

              	
                6.60%

              	
                7.80%

              
	
                Equal
                  to or greater than 2 years but less than 3 years

              	
                1.90%

              	
                2.20%

              	
                6.90%

              	
                8.20%

              
	
                Equal
                  to or greater than 3 years but less than 4 years

              	
                2.50%

              	
                2.90%

              	
                7.10%

              	
                8.50%

              
	
                Equal
                  to or greater than 4 years but less than 5 years

              	
                3.10%

              	
                3.60%

              	
                7.40%

              	
                8.90%

              
	
                Equal
                  to or greater than 5 years but less than 6 years

              	
                3.60%

              	
                4.20%

              	
                7.70%

              	
                9.20%

              
	
                Equal
                  to or greater than 6 years but less than 7 years

              	
                4.20%

              	
                4.80%

              	
                7.90%

              	
                9.60%

              
	
                Equal
                  to or greater than 7 years but less than 8 years

              	
                4.70%

              	
                5.40%

              	
                8.20%

              	
                9.90%

              
	
                Equal
                  to or greater than 8 years but less than 9 years

              	
                5.20%

              	
                6.00%

              	
                8.40%

              	
                10.20%

              
	
                Equal
                  to or greater than 9 years but less than 10 years

              	
                5.70%

              	
                6.60%

              	
                8.60%

              	
                10.50%

              
	
                Equal
                  to or greater than 10 years but less than 11 years

              	
                6.10%

              	
                7.00%

              	
                8.80%

              	
                10.70%

              
	
                Equal
                  to or greater than 11 years but less than 12 years

              	
                6.50%

              	
                7.50%

              	
                9.00%

              	
                11.00%

              
	
                Equal
                  to or greater than 12 years but less than 13 years

              	
                7.00%

              	
                8.00%

              	
                9.20%

              	
                11.30%

              
	
                Equal
                  to or greater than 13 years but less than 14 years

              	
                7.40%

              	
                8.50%

              	
                9.40%

              	
                11.50%

              
	
                Equal
                  to or greater than 14 years but less than 15 years

              	
                7.80%

              	
                9.00%

              	
                9.60%

              	
                11.80%

              
	
                Equal
                  to or greater than 15 years but less than 16 years

              	
                8.20%

              	
                9.50%

              	
                9.80%

              	
                11.80%

              
	
                Equal
                  to or greater than 16 years but less than 17 years

              	
                8.60%

              	
                9.90%

              	
                10.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 17 years but less than 18 years

              	
                9.00%

              	
                10.40%

              	
                10.10%

              	
                12.00%

              
	
                Equal
                  to or greater than 18 years but less than 19 years

              	
                9.40%

              	
                10.80%

              	
                10.30%

              	
                12.00%

              
	
                Equal
                  to or greater than 19 years but less than 20 years

              	
                9.70%

              	
                11.00%

              	
                10.50%

              	
                12.00%

              
	
                Equal
                  to or greater than 20 years but less than 21 years

              	
                10.00%

              	
                11.00%

              	
                10.70%

              	
                12.00%

              
	
                Equal
                  to or greater than 21 years but less than 22 years

              	
                10.00%

              	
                11.00%

              	
                10.80%

              	
                12.00%

              
	
                Equal
                  to or greater than 22 years but less than 23 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 23 years but less than 24 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 24 years but less than 25 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 25 years but less than 26 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 26 years but less than 27 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 27 years but less than 28 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 28 years but less than 29 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to or greater than 29 years but less than 30 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              
	
                Equal
                  to 30 years

              	
                10.00%

              	
                11.00%

              	
                11.00%

              	
                12.00%

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      E

     

    FORM
      OF
      CUSTODIAL AGREEMENT

     

    

      CUSTODIAL
        AGREEMENT

       

      THIS
        CUSTODIAL AGREEMENT
        (as
        amended and supplemented from time to time, the “Custodial Agreement”), dated as
        of March 29, 2007, by and among HSBC Bank USA, National Association, not
        individually, but as indenture trustee (the “Indenture Trustee”), Wells Fargo
        Bank, N.A., as custodian (together with any successor in interest or any
        successor appointed hereunder, the “Custodian”), Renaissance REIT Investment
        Corp. (“RRIC” or the “Seller”), Renaissance Mortgage Acceptance Corp. (“RMAC” or
        the “Depositor”) and Ocwen Loan Servicing, LLC (together with any successor
        entity, “Ocwen” or the “Servicer”).

       

      W
        I T N E S S E T H  T H A T

       

      WHEREAS,
        Renaissance Home Equity Loan Trust 2007-1 as issuer, the Indenture Trustee
        and
        Wells Fargo Bank, N.A. as securities administrator, have entered into an
        Indenture dated as of March 29, 2007, relating to the issuance of RMAC’s Home
        Equity Loan Asset-Backed Notes, Series 2007-1 (as amended and supplemented
        from
        time to time, the “Agreement”); and 

       

      WHEREAS,
        the
        Custodian has agreed to act as agent for the Indenture Trustee for the purposes
        of receiving and holding certain documents and other instruments as described
        in
        Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, dated
        as of
        March 29, 2007 (the “Contribution Agreement”), among RMAC, RRIC and Delta
        Funding Corporation as originator (“Delta”), delivered by RRIC under the
        Contribution Agreement, all upon the terms and conditions and subject to
        the
        limitations hereinafter set forth; 

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants and agreements
        hereinafter set forth, the Indenture Trustee and the Custodian hereby agree
        as
        follows:

       

      1.  Definitions

       

      Capitalized
        terms used in this Custodial Agreement and not defined herein shall have
        the
        meanings assigned in the Agreement, unless otherwise required by the context
        herein.

       

      2.  Custody
        of Mortgage Documents

       

      
        
          2.1
            Custodian
            to Act as Agent; Acceptance of Mortgage Files.
            

        

      

       

      The
        Custodian, as the duly appointed agent of the Indenture Trustee for these
        purposes, acknowledges that it will hold the Mortgage Notes, the Related
        Documents, the assignments and other documents required to be delivered by
        RRIC
        to the Custodian pursuant to Section 2.1(b) of the Contribution Agreement
        and
        relating to the Mortgage Loans identified on Schedule I hereto and declares
        that
        it will hold such Mortgage Notes, Related Documents, assignments and other
        documents and any similar documents received by the Indenture Trustee subsequent
        to the date hereof (the “Mortgage Files”) as agent for the Indenture Trustee, in
        trust, for the benefit of all present and future Noteholders. The Custodian
        agrees to execute the initial certification and the final certification set
        forth on Exhibits C-1 and C-2 of the Agreement. 

       

      
        
          2.2
            Recordation
            of Assignments.
            

        

      

       

      Except
        with respect to any MERS Mortgage Loan, if any Mortgage File includes one
        or
        more assignments to the Indenture Trustee of Related Documents that have
        not
        been recorded, within 30 days of the Closing Date, RRIC, at no expense to
        the
        Custodian, shall cause to be recorded in the appropriate public office for
        real
        property records each such assignment and, upon receipt thereof from such
        public
        office, shall return each such assignment to the Custodian; The Custodian
        also
        agrees to perform its obligations under Section 2.03 of the Agreement and
        Section 3.07 of the Servicing Agreement. 

       

      2.3 Review
        of Mortgage Files.

       

      The
        Custodian agrees, for the benefit of the Issuer, the Seller, the Depositor
        and
        the Noteholders, to review, in accordance with the provisions of Section
        2.03 of
        the Agreement, each Mortgage File. If in performing the reviews required
        by this
        Section 2.3, the Custodian finds any document or documents constituting a
        part
        of a Mortgage File to be unexecuted or missing, the Custodian shall promptly
        so
        notify RRIC, RMAC and the Indenture Trustee. 

       

      In
        connection with such review, the Custodian makes no representations as to,
        and
        shall not be responsible to verify (A) the validity, legality, enforceability,
        due authorization, recordability, sufficiency, or genuineness of any of the
        documents contained in any Mortgage File or (B) the collectability,
        insurability, effectiveness, or suitability of any Mortgage Loan.

       

      2.4 [Reserved.]

       

      2.5 Custodian
        to Cooperate; Release of Mortgage Files.
        

       

      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Servicer of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Servicer shall, pursuant to the Servicing Agreement, promptly
        notify the Custodian by delivering to the Custodian two copies of a Request
        for
        Release (Exhibit B to the Servicing Agreement), one of which will be returned
        to
        the Servicer with the Mortgage File, executed by a Servicing Officer or in
        a
        mutually agreeable electronic format that originates from a Servicing Officer
        and shall request delivery to it of the Mortgage File. The Custodian agrees,
        upon receipt of such certification and request, promptly to release the related
        Mortgage File to the Servicer. 

       

      From
        time
        to time as is appropriate for the servicing or foreclosure of any Mortgage
        Loan,
        the Master Servicer or the Servicer shall, pursuant to the Servicing Agreement,
        deliver to the Custodian two copies of a Request for Release requesting that
        possession of all of the Mortgage File be released to the Master Servicer
        or the
        Servicer and certifying as to the reason for such release. With such Request
        for
        Release, the Master Servicer or the Servicer shall, pursuant to the Servicing
        Agreement, deliver to the Custodian a receipt signed by a Servicing Officer
        of
        the Master Servicer or the Servicer on behalf of the Master Servicer or the
        Servicer (or in a mutually agreeable electronic format that originates from
        a
        Servicing Officer), and upon receipt of the foregoing, the Custodian shall
        deliver the Mortgage File or such document to the Master Servicer or the
        Servicer and the Master Servicer or the Servicer shall, pursuant to the
        Servicing Agreement, hold the Mortgage File or such document in trust for
        the
        benefit of the Seller and the Noteholders. The Master Servicer or the Servicer
        shall, pursuant to the Servicing Agreement, cause each Mortgage File to be
        returned to the Custodian when the need therefor by the Master Servicer or
        the
        Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
        and
        the Liquidation Proceeds relating to the Mortgage Loan have been deposited
        in
        the Collection Account to the extent required by the Agreement or (ii) the
        Mortgage File has been delivered to an attorney, or to a public trustee or
        other
        public official as required by law, for purposes of initiating or pursuing
        legal
        action or other proceedings for the foreclosure of the Mortgaged Property
        either
        judicially or non-judicially, and the Master Servicer or the Servicer has
        delivered to the Custodian a certificate of a Servicing Officer of the Master
        Servicer or the Servicer certifying as to the name and address of the Person
        to
        which such Mortgage File was delivered and the purpose or purposes of such
        delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
        shall deliver such receipt with respect thereto to the Master Servicer or
        the
        Servicer upon deposit of the related Liquidation Proceeds in the Distribution
        Account to the extent required by the Agreement. 

       

      2.6 Assumption
        Agreements.
        

       

      In
        the
        event that any assumption agreement or substitution of liability agreement
        is
        entered into with respect to any Mortgage Loan subject to this Custodial
        Agreement in accordance with the terms and provisions of the Agreement, the
        Master Servicer or the Servicer shall, pursuant to the Servicing Agreement,
        notify the Custodian that such assumption or substitution agreement has been
        completed by forwarding to the Custodian the original of such assumption
        or
        substitution agreement, which document shall be added to the related Mortgage
        File and, for all purposes, shall be considered a part of such Mortgage File
        to
        the same extent as all other documents and instruments constituting parts
        thereof. 

       

      3.  Concerning
        the Custodian

       

      3.1 Custodian
        a Bailee and Agent of the Indenture Trustee.
        

       

      With
        respect to each Mortgage Note, Related Document and other documents constituting
        each Mortgage File which are delivered to the Custodian, the Custodian is
        exclusively the bailee and agent of the Indenture Trustee, holds such documents
        for the benefit of the Trust and the Noteholders and undertakes to perform
        such
        duties and only such duties as are specifically set forth in this Custodial
        Agreement. Except upon compliance with the provisions of Section 2.5 of this
        Custodial Agreement, no Mortgage Note, Related Document or other document
        constituting a part of a Mortgage File shall be delivered by the Custodian
        to
        the Master Servicer or the Servicer or otherwise released from the possession
        of
        the Custodian. 

       

      3.2 Indemnification.
        

       

      Both
        RRIC
        and RMAC hereby agree to indemnify and hold the Custodian harmless from and
        against all claims, liabilities, losses, actions, suits or proceedings at
        law or
        in equity, or any other expenses, fees or charges of any character or nature,
        which the Custodian may incur or with which the Custodian may be threatened
        by
        reason of its acting as custodian under this Custodial Agreement, including
        indemnification of the Custodian against any and all expenses, including
        attorney’s fees and expenses if counsel for the Custodian has been approved by
        the Seller and the Depositor, which approval shall not be unreasonably withheld,
        and the cost of defending any action, suit or proceedings or resisting any
        claim. Notwithstanding the foregoing, it is specifically understood and agreed
        that in the event any such claim, liability, loss, action, suit or proceeding
        or
        other expense, fees, or charge shall have been caused by reason of any negligent
        act, negligent failure to act, or willful misconduct on the part of the
        Custodian, or which shall constitute a willful breach of its duties hereunder,
        the indemnification provisions of this Custodial Agreement shall not apply.
        The
        indemnification provided by this Section 3.2 shall survive the termination
        or
        assignment of this Custodial Agreement or the resignation or removal of the
        Custodian hereunder. 

       

      3.3 Custodian
        May Own Notes.
        

       

      The
        Custodian in its individual or any other capacity may become the owner or
        pledgee of Notes with the same rights it would have if it were not Custodian.
        

       

      3.4 Custodian’s
        Fees and Expenses.
        

       

      RRIC
        will
        pay the initial fees of the Custodian. Other fees payable and expenses
        reimbursable to the Custodian hereunder for all services rendered by it in
        the
        exercise and performance of any of the powers and duties hereunder of the
        Custodian, as set forth in a separate letter agreement shall be paid by the
        Master Servicer from the Master Servicing Fee. RRIC will pay or reimburse
        the
        Custodian upon its request for all reasonable expenses, disbursements and
        advances incurred or made by the Custodian in accordance with any of the
        provisions of this Custodial Agreement (including the reasonable compensation
        and the expenses and disbursements of its counsel and of all persons not
        regularly in its employ), except any such expense, disbursement or advance
        as
        may arise from its negligence or bad faith. 

       

      3.5 Custodian
        May Resign; Indenture Trustee May Remove Custodian.
        

       

      The
        Custodian may resign from the obligations and duties hereby imposed upon
        it as
        such obligations and duties relate to its acting as Custodian of the Mortgage
        Loans upon giving 60 days written notice to the Indenture Trustee. Upon
        receiving such notice of resignation, the Indenture Trustee shall either
        take
        custody of the Mortgage Files itself and give prompt notice thereof to RRIC,
        RMAC and the Custodian or promptly appoint a successor Custodian which is
        able
        to satisfy the requirements of Section 3.7(i) of this Custodial Agreement
        by
        written instrument, in duplicate, one copy of which instrument shall be
        delivered to the resigning Custodian and one copy to the successor Custodian.
        If
        the Indenture Trustee has not taken custody of the Mortgage Files and no
        successor Custodian has been so appointed, the resigning Custodian may petition
        any court of competent jurisdiction for the appointment of a successor
        Custodian. All fees and expenses of any successor Custodian shall be the
        responsibility of RRIC. 

       

      The
        Indenture Trustee may remove the Custodian at any time for cause, or otherwise
        the Indenture Trustee may remove the Custodian at any time upon giving 60
        days
        written notice. In such event, the Indenture Trustee shall take custody of
        the
        Mortgage Files itself, or shall appoint, or petition a court of competent
        jurisdiction to appoint, a successor Custodian hereunder. Any successor
        Custodian shall be a depository institution subject to supervision or
        examination by federal or state authority and shall be able to satisfy the
        other
        requirements contained in Section 3.7(i) of this Custodial Agreement.


       

      Any
        resignation or removal of the Custodian and appointment of a successor Custodian
        pursuant to any of the provisions of this Section 3.5 shall become effective
        only upon acceptance of appointment by the successor Custodian and subject
        to
        the prior approval of RRIC and RMAC. The Indenture Trustee shall give prompt
        notice to RRIC, RMAC, the Servicer, the Master Servicer and the Custodian
        of the
        appointment of any successor Custodian. 

       

      3.6 Merger
        or Consolidation of Custodian.
        

       

      Any
        Person into which the Custodian may be merged or converted or with which
        it may
        be consolidated, or any Person resulting from any merger, conversion or
        consolidation to which the Custodian shall be a party, or any Person succeeding
        to the business of the Custodian, shall be the successor of the Custodian
        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. 

       

      3.7 Representations
        of the Custodian.
        

       

      The
        Custodian hereby represents and warrants as follows: 

       

      
        	(i)  	
                It
                  is a national banking association subject to supervision or examination
                  by
                  a federal authority, has a combined capital and surplus of at least
                  $50,000,000 and is qualified to do business in the jurisdiction
                  in which
                  it will hold any Mortgage File;

              


      

       

      
        	(ii)  	
                It
                  has full power, authority and legal right to execute and deliver
                  this
                  Custodial Agreement and to perform its obligations hereunder and
                  has taken
                  all necessary action to authorize the execution, delivery and performance
                  by it of this Custodial Agreement;

              


      

       

      
        	(iii)  	
                To
                  the best of its knowledge, after reasonable investigation, the
                  execution
                  and delivery by it of this Custodial Agreement and the performance
                  by it
                  of its obligations hereunder will not violate any provision of
                  its Charter
                  or By-Laws or any law or regulation governing it or any order,
                  writ,
                  judgment or decree of any court, arbitrator or governmental authority
                  or
                  agency applicable to it or any of its assets. To the best of its
                  knowledge, after reasonable investigation, such execution, delivery
                  and
                  performance will not require the authorization, consent or approval
                  of,
                  the giving of notice to, the filing or registration with, or the
                  taking of
                  any other action with respect to, any governmental authority or
                  agency
                  regulating its activities. To the best of its knowledge, after
                  reasonable
                  investigation, such execution, delivery and performance will not
                  conflict
                  with, or result in a breach or violation of, any material indenture,
                  mortgage, deed of trust, lease or other agreement or instrument
                  to which
                  it is a party or by which it or its properties are bound;
                  and

              


      

       

      
        	(iv)  	
                This
                  Custodial Agreement has been duly executed and delivered by it.
                  This
                  Custodial Agreement, when executed and delivered by the other parties
                  hereto, will constitute its valid, legal and binding obligation,
                  enforceable against it in accordance with its terms, except as
                  the
                  enforcement thereof may be limited by applicable debtor relief
                  laws and
                  that certain equitable remedies may not be available regardless
                  of whether
                  enforcement is sought in equity or at
                  law.

              


      

       

      3.8 Limitations
        on the Responsibilities of the Custodian.
        

       

      (a)  Neither
        the Custodian nor any of its Affiliates, directors, officers, agents, counsel,
        attorneys-in-fact, and employees shall be liable for any action or omission
        to
        act hereunder except for its own or such person’s gross negligence or willful
        misconduct. Notwithstanding the foregoing sentence, in no event shall the
        Custodian or its Affiliates, directors, officers, agents, counsel,
        attorneys-in-fact, and employees be held liable for any special, indirect,
        punitive or consequential damages resulting from any action taken or omitted
        to
        be taken by it or them hereunder or in connection herewith even if advised
        of
        the possibility of such damages. The provisions of this Section 3.8 shall
        survive the resignation or removal of the Custodian and the termination of
        this
        Custodial Agreement. 

       

      (b)  The
        Custodian shall not be responsible for preparing or filing any reports or
        returns relating to federal, state or local income taxes with respect to
        this
        Custodial Agreement, other than for the Custodian’s compensation or for
        reimbursement of expenses. 

       

      (c)  The
        Custodian shall not be responsible or liable for, and makes no representation
        or
        warranty with respect to, the validity, adequacy or perfection of any lien
        upon
        or security interest in any Mortgage File. 

       

      (d)  The
        Custodian shall not be responsible for delays or failures in performance
        resulting from acts beyond its control. Such acts shall include, but not
        be
        limited to, acts of God, strikes, lockouts, riots, acts or war or terrorism,
        epidemics, nationalization, expropriation, currency restrictions, governmental
        regulations superimposed after the fact, fire, communication line failures,
        computer viruses, power failures, earthquakes or other disasters. 

       

      (e)  The
        duties and obligations of the Custodian shall only be such as are expressly
        set
        forth in this Custodial Agreement or as set forth in a written amendment
        to this
        Custodial Agreement executed by the parties hereto or their successors and
        assigns. In the event that any provision of this Custodial Agreement implies
        or
        requires that action or forbearance be taken by a party, but is silent as
        to
        which party has the duty to act or refrain from acting, the parties agree
        that
        the Custodian shall not be the party required to take the action or refrain
        from
        acting. In no event shall the Custodian have any responsibility to ascertain
        or
        take action except as expressly provided herein. 

       

      (f)  Nothing
        in this Custodial Agreement shall be deemed to impose on the Custodian any
        duty
        to qualify to do business in any jurisdiction, other
        than
        (i) any
        jurisdiction where any Mortgage File is or may be held by the Custodian from
        time to time hereunder, and (ii) any jurisdiction where its ownership of
        property or conduct of business requires such qualification and where failure
        to
        qualify could have a material adverse effect on the Custodian or its property
        or
        business or on the ability of the Custodian to perform it duties hereunder.
        

       

      (g)  The
        Indenture Trustee and RRIC agree that the Custodian may delegate any of its
        duties under this Custodial Agreement to any of its agents, attorneys-in-fact,
        or Affiliates. Any such agent, attorney-in-fact, or Affiliate (and such
        Affiliate’s directors, officers, agents and employees) which performs duties in
        connection with this Custodial Agreement shall be entitled to the same benefits
        of the indemnification, waiver and other protective provisions to which the
        Custodian is entitled under this Custodial Agreement. 

       

      (h)  The
        Custodian shall have no duty to ascertain whether or not any cash amount
        or
        payment has been received by the Seller, Depositor, the Master Servicer,
        the
        Servicer or any third person.

       

      (i)  The
        Custodian may at any time request instructions from the Indenture Trustee
        as to
        a course of action to be taken by it hereunder or in connection herewith
        or any
        other matters relating hereto and shall be fully protected in acting or
        refraining from acting in accordance with such written instruction.

       

      (j)  In
        the
        event that (i) any party hereto shall be served by a third party with any
        type
        of levy, attachment, writ or court order with respect to any Mortgage File
        or
        any document included within a Mortgage File or (ii) a third party shall
        institute any court proceeding by which any Mortgage File or a document included
        within a Mortgage File shall be required to be delivered otherwise than in
        accordance with the provisions of this Custodial Agreement, the party receiving
        such service shall promptly deliver or cause to be delivered to the other
        parties to this Custodial Agreement copies of all court papers, orders,
        documents and other materials concerning such proceedings. The Custodian
        shall,
        unless required otherwise by applicable law, continue to hold and maintain
        all
        the Mortgage Files that are the subject of such proceedings pending a final,
        nonappealable order of a court of competent jurisdiction permitting or directing
        disposition thereof. Upon final determination of such court, the Custodian
        shall
        dispose of such Mortgage File or any document included within such Mortgage
        File
        as directed by the Indenture Trustee which shall give a direction consistent
        with such determination. Reasonable xpenses and fees (including attorney's
        fees
        and expenses) of the Custodian incurred as a result of such proceedings shall
        be
        borne by the Indenture Trustee or the Trust.

       

      4.  Miscellaneous
        Provisions

       

      
        	 	
                4.1

              	
                Notices. 

              


      

       

      All
        notices, requests, consents and demands and other communications required
        under
        this Custodial Agreement or pursuant to any other instrument or document
        delivered hereunder shall be in writing and, unless otherwise specifically
        provided, may be delivered personally, by telegram or telex, or by registered
        or
        certified mail, postage prepaid, return receipt requested, at the addresses
        specified below (unless changed by the particular party whose address is
        stated
        herein by similar notice in writing), in which case the notice will be deemed
        delivered when received: 

       

      
        	
                The
                  Indenture Trustee:

              	
                HSBC
                  Bank USA, National Association

              
	 	
                452
                  Fifth Avenue

              
	 	
                New
                  York, New York

              
	 	
                Attention: Corporate
                  Trust/Renaissance HEL Trust 2007-1

              
	 	
                Telecopy: (212)
                  525-1300

              
	 	
                Confirmation: (212)
                  525-1501

              
	 	 
	
                The
                  Custodian:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                24
                  Executive Park, Suite 100

              
	 	
                Irvine,
                  California 92614

              
	 	
                Attention:
                  Mortgage Document Custody

              
	 	
                Telecopy:
                   
                  (949) 955-0140

              
	 	
                Confirmation:
                   
                  (949) 757-5100

              
	 	 
	
                RRIC:

              	
                Renaissance
                  REIT Investment Corp.

              
	 	
                1000
                  Woodbury Road, Suite 200

              
	 	
                Woodbury,
                  New York 11797

              
	 	
                Attention:
                  Executive Department

              
	 	
                Telecopy:
                   (516)
                  364-9450

              
	 	
                Confirmation: (516)
                  364-8500

              
	
                RMAC:

              	
                Renaissance
                  Mortgage Acceptance Corp.

              
	 	
                1000
                  Woodbury Road, Suite 200

              
	 	
                Woodbury,
                  New York 11797

              
	 	
                Attention:
                  Executive Department

              
	 	
                Telecopy:
                   (516)
                  364-9450

              
	 	
                Confirmation: (516)
                  364-8500

              
	 	 
	
                The
                  Servicer:

              	
                Ocwen
                  Loan Servicing, LLC

                1661
                  Worthington Road Centrepark West 

                Suite
                  100 

                West
                  Palm Beach, FL 33409 

                Attention:
                  Secretary

                Facsimile
                  Number: (561) 682-8177

                Confirmation
                  Number: (561) 682-8517

              
	 	 
	
                The
                  Master Servicer:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                P.O.
                  Box 98

              
	 	
                Columbia,
                  Maryland 21046

              
	 	
                Or
                  in the case of overnight deliveries:

              
	 	
                9062
                  Old Annapolis Road

              
	 	
                Columbia,
                  Maryland 21045

              
	 	
                Attention:
                  Corporate Trust Services - Renaissance 2007-1

              
	 	
                Telecopy:
                   (410)
                  715-2380

              
	
                Confirmation:
                   (410)
                  884-2000

              
	 	
                 

                 

              


      

      
        	 	
                4.2

              	
                Amendments.
                  

              


      

       

      No
        modification or amendment of or supplement to this Custodial Agreement shall
        be
        valid or effective unless the same is in writing and signed by all parties
        hereto, and the Indenture Trustee shall not enter into any amendment hereof
        except as permitted by the Agreement. The Indenture Trustee shall give prompt
        notice to the Custodian of any amendment or supplement to the Agreement and
        furnish the Custodian with written copies thereof. RRIC, RMAC, the Servicer,
        the
        Master Servicer and the Indenture Trustee agree to obtain the Custodian’s
        written consent prior to entering into any amendment or modification of the
        Agreement which affects any right, benefit, duty, or obligation of the Custodian
        thereunder. 

       

      
        	 	
                4.3

              	
                Governing
                  Law.
                  

              


      

       

      This
        Custodial Agreement shall be deemed a contract made under the laws of the
        State
        of New York and shall be construed and enforced in accordance with and governed
        by the laws of the State of New York (without regard to its conflicts of
        laws
        provisions). 

       

      
        	 	
                4.4

              	
                Recordation
                  of Agreement.
                  

              


      

       

      To
        the
        extent permitted by applicable law, this Custodial 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
        Mortgaged Properties subject to the Mortgage Loans are situated, and in any
        other appropriate public recording office or elsewhere, such recordation
        to be
        effected by RRIC and at its expense, but only upon direction accompanied
        by an
        Opinion of Counsel to the effect that such recordation materially and
        beneficially affects the interests of the Noteholders. 

       

      For
        the
        purpose of facilitating the recordation of this Custodial Agreement as herein
        provided and for other purposes, this Custodial 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. 

       

      
        	 	
                4.5

              	
                Severability
                  of Provisions.
                  

              


      

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Custodial
        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 Custodial Agreement and
        shall
        in no way affect the validity or enforceability of the other provisions of
        this
        Custodial Agreement or of the Notes or the rights of the Holders thereof.
        

       

      
        	 	
                4.6

              	
                Waiver
                  of Trial By Jury.
                  

              


      

       

      Each
        party hereto waives the right to trial by jury in any action, suit, proceeding,
        or counterclaim of any kind arising out of or related to this Custodial
        Agreement. In the event of litigation, this Custodial Agreement may be filed
        as
        a written consent to a trial by the court. 

       

      
        	 	
                4.7

              	
                Counterparts.
                  

              


      

       

      This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument. 

       

      
        	 	
                4.8

              	
                Reliance
                  of Custodian.
                  

              


      

       

      In
        the
        absence of bad faith, negligence or willful misconduct on the part of the
        Custodian, the Custodian may conclusively rely, as to the truth of the
        statements and the correctness of the opinions expressed therein, upon any
        request, instructions, certificate, opinion or the document furnished to
        the
        Custodian, reasonably believed by the Custodian to be genuine and to have
        been
        signed or presented by the proper party or parties and conforming to the
        requirements of this Custodial Agreement; but in the case of any Related
        Document or other request, instruction, document or certificate which by
        any
        provision hereof is specifically required to be furnished to the Custodian,
        the
        Custodian shall be under a duty to examine the same to determine whether
        or not
        it conforms to the requirements of this Custodial Agreement. 

       

      The
        Custodian may rely upon the validity of documents delivered to it, without
        investigation as to their authenticity or legal effectiveness and RRIC and
        RMAC
        will hold the Custodian harmless from any claims that may arise or be asserted
        against the Custodian because of the invalidity of any such documents. Except
        as
        provided herein, no provision of this Custodial Agreement shall require the
        Custodian to expend or risk its own funds or otherwise incur any financial
        liability in the performance of any of its duties hereunder, if it should
        have
        reasonable grounds for believing that repayment of such funds or adequate
        indemnity against such risk or liability is not reasonably assured to it.
        The
        Custodian may consult with competent counsel with regard to legal questions
        arising out of or in connection with this Custodial Agreement and the informed
        advice or opinion of such counsel shall be full and complete authorization
        and
        protection in respect of any action taken, omitted or suffered by the Custodian
        in good faith in accordance herewith. 

       

      
        	 	
                4.9

              	
                Transmission
                  of Mortgage Files.
                  

              


      

       

      Written
        instructions as to the method of shipment and shipper(s) the Custodian is
        directed to utilize in connection with the transmission of Mortgage Files
        and
        Related Documents in the performance of the Custodian’s duties hereunder shall
        be delivered by the Master Servicer or the Servicer to the Custodian prior
        to
        any shipment of any Mortgage Files and Related Documents hereunder. The Master
        Servicer or the Servicer will arrange for the provision of such services
        at its
        sole cost and expense (or, at the Custodian’s option, reimburse the Custodian
        for all costs and expenses incurred by the Custodian consistent with such
        instructions) and will maintain such insurance against loss or damage to
        Mortgage Files and Related Documents as the Master Servicer and the Servicer
        deems appropriate. Without limiting the generality of the provisions of Section
        3.2 above, it is expressly agreed that in no event shall the Custodian have
        any
        liability for any losses or damages to any person, including without limitation
        the Master Servicer or the Servicer, arising out of actions of the Custodian
        consistent with instructions of the Master Servicer or the Servicer, as the
        case
        may be. If the Custodian does not receive written direction, the Custodian
        is
        hereby authorized to utilize a nationally recognized courier service, and
        shall
        incur no liability for acting in accordance with this sentence.

       

      
        	 	
                4.10

              	
                Termination
                  of Custodial Agreement.
                  

              


      

       

      This
        Custodial Agreement shall become effective on and as of the date hereof and,
        unless otherwise terminated pursuant to this Custodial Agreement, shall
        terminate upon the earliest of (i) the Custodian's receipt of written notice
        of
        termination signed by the Indenture Trustee, and (ii) the removal of all
        Mortgage Files from the possession of the Custodian pursuant to the written
        instructions of the Indenture Trustee. The Custodian shall be entitled to
        rely,
        and shall be protected in relying, on any such notice of termination delivered
        to it by the Indenture Trustee. Upon termination under (i) or (ii) above,
        the
        Custodian shall deliver all Mortgage Files then subject to this Custodial
        Agreement to the person indicated in such notice of termination or if no
        such
        person is indicated, then to the party delivering the notice of
        termination.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        this
        Custodial Agreement is executed as of the date first above written.

       

      
        	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION,

                as
                  Indenture Trustee 

                 

                 

                By:                     /s/
                  Fernando Acebedo  

                Name:      
                  Fernando Acebedo

                Title:        
                  Vice
                  President

              	 
	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Custodian

                 

                 

                By:         
                  /s/
                  Patrick M. Gorrien  

                    Name:      
                  Patrick M. Gorrien

                   
Title:         Vice
                  President

              	 
	
                RENAISSANCE
                  REIT INVESTMENT CORP.,

                as
                  Seller 

                 

                By:         
                  /s/
                  Morris Kutcher   

                   Name:      
                  Morris Kutcher 

                   
Title:        
                  Vice
                  President

              	 
	
                RENAISSANCE
                  MORTGAGE ACCEPTANCE CORP.,

                as
                  Depositor 

                 

                By:         
                  /s/
                  Morris Kutcher

                   
Name:      
                  Morris
                  Kutcher

                   
Title:        
                  Vice
                  President

              	 
	
                OCWEN
                  LOAN SERVICING, LLC,

                as
                  Servicer

                 

                By:     
                  /s/
                  Richard Delgado  

                   
Name: Richard
                  Delgado

                    
Title:   Authorized
                  Representative

              	 
	
                Acknowledged:

                 

                WELLS
                  FARGO BANK, N.A.,

                as
                  Master Servicer

                 

                By:    /s/
                  Martin Reed  

                   
Name:
                  Martin Reed

                    
Title: Vice
                  President

              	 


      

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Schedule
        I

       

      DELIVERED
        TO INDENTURE TRUSTEE AT CLOSING

      AS
        PROVIDED IN EXHIBIT
        A
        TO
        THE

      CONTRIBUTION
        AGREEMENT

      


      




     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

    FOR
      TRANSFERS OF THE CLASS N NOTES

     

                                        [Date]

     

    [Wells
      Fargo Bank, N.A.]

     

    Re:   Renaissance
      Home Equity Loan Trust 2007-1

    Home
      Equity Loan Asset-Backed Notes, Series 2007-1
      (the
“Notes”)

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by _____________________________ (the “Transferor”) to
      _________________________ (the “Transferee”) of the Class N Notes having an
      initial aggregate Note Balance as of March 29, 2007 (the “Closing Date”) of
      $______________ (the “Transferred Notes”). The Class N Notes, including the
      Transferred Notes, were issued pursuant to the Indenture, dated as of March
      29,
      2007 (the “Indenture”), among Renaissance Home Equity Loan Trust 2007-1 (the
“Issuer”), HSBC Bank USA, National Association (the “Indenture Trustee”) and
      Wells Fargo Bank, N.A. (the “Securities Administrator”). All capitalized terms
      used but not otherwise defined herein shall have the respective meanings set
      forth in the Indenture. The Transferor hereby certifies, represents and warrants
      to you, as Note Registrar, and for the benefit of the Issuer, the Indenture
      Trustee, the Securities Administrator and the Transferee, that:

     

    1.  The
      Transferor is the lawful owner of the Transferred Notes with the full right
      to
      transfer such Notes free from any and all claims and encumbrances
      whatsoever.

     

    2.  Neither
      the Transferor nor anyone acting on its behalf has (a) offered, transferred,
      pledged, sold or otherwise disposed of any Note, any interest in any Note or
      any
      other similar security to any person in any manner, (b) solicited any offer
      to
      buy or accept a transfer, pledge or other disposition of any Note, any interest
      in any Note or any other similar security from any person in any manner, (c)
      otherwise approached or negotiated with respect to any Note, any interest in
      any
      Note or any other similar security with any person in any manner, (d) made
      any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) taken any other action, which (in the case of any of the acts described
      in
      clauses (a) through (e) hereof) would constitute a distribution of any Note
      under the Securities Act of 1933, as amended (the “Securities Act”), or would
      render the disposition of any Note a violation of Section 5 of the Securities
      Act or any state securities laws, or would require registration or qualification
      of any Note pursuant to the Securities Act or any state securities
      laws.

     

    3.  The
      Transferor and any person acting on behalf of the Transferor in this matter
      reasonably believe that the Transferee is a “qualified institutional buyer” as
      that term is defined in Rule l44A (“Rule l44A”) under the Securities Act (a
“Qualified Institutional Buyer”) purchasing for its own account or for the
      account of a Qualified Institutional Buyer. In determining whether the
      Transferee is a Qualified Institutional Buyer, the Transferor and any person
      acting on behalf of the Transferor in this matter have relied upon the following
      method(s) of establishing the Transferee’s ownership and discretionary
      investments of securities (check one or more):

     

    
      	
              ____

            	
              (a) The
                Transferee’s most recent publicly available financial statements, which
                statements present the information as of a date within 16 months
                preceding
                the date of sale of the Transferred Note in the case of a U.S. purchaser
                and within 18 months preceding such date of sale for a foreign purchaser;
                or

            
	 	 
	
              ____

            	
              (b) The
                most recent publicly available information appearing in documents
                filed by
                the Transferee with the Securities and Exchange Commission or another
                United States federal, state, or local governmental agency or
                self-regulatory organization, or with a foreign governmental agency
                or
                self-regulatory organization, which information is as of a date within
                16
                months preceding the date of sale of the Transferred Note in the
                case of a
                U.S. purchaser and within 18 months preceding such date of sale for
                a
                foreign purchaser, or

            
	 	 
	
              ____

            	
              (c) The
                most recent publicly available information appearing in a recognized
                securities manual, which information is as of a date within 16 months
                preceding the date of sale of the Transferred Note in the case of
                a U.S.
                purchaser and within 18 months preceding such date of sale for a
                foreign
                purchaser, or

            
	 	 
	
              ____

            	
              (d) A
                certification by the chief financial officer, a person fulfilling
                an
                equivalent function, or other executive officer of the Transferee,
                specifying the amount of securities owned and invested on a discretionary
                basis by the Transferee as of a specific date on or since the close
                of the
                Transferee’s most recent fiscal year, or, in the case of a Transferee that
                is a member of a “family of investment companies”, as that term is defined
                in Rule 144A, a certification by an executive officer of the investment
                adviser specifying the amount of securities owned by the “family of
                investment companies” as of a specific date on or since the close of the
                Transferee’s most recent fiscal
                year.

            


    

    


    4.  The
      Transferor and any person acting on behalf of the Transferor understand that
      in
      determining the aggregate amount of securities owned and invested on a
      discretionary basis by an entity for purposes of establishing whether such
      entity is a Qualified Institutional Buyer:

     

    1.  the
      following instruments and interests shall be excluded: securities of issuers
      that are affiliated with the Transferee; securities that are part of an unsold
      allotment to or subscription by the Transferee, if the Transferee is a dealer;
      securities of issuers that are part of the Transferee’s “family of investment
      companies”, if the Transferee is a registered investment company; bank deposit
      notes and certificates of deposit; loan participations; repurchase agreements;
      securities owned but subject to a repurchase agreement; and currency, interest
      rate and commodity swaps;

     

    2.  the
      aggregate value of the securities shall be the cost of such securities, except
      where the entity reports its securities holdings in its financial statements
      on
      the basis of their market value, and no current information with respect to
      the
      cost of those securities has been published, in which case the securities may
      be
      valued at market;

     

    3.  securities
      owned by subsidiaries of the entity that are consolidated with the entity in
      its
      financial statements prepared in accordance with United States generally
      accepted accounting principles may be included if the investments of such
      subsidiaries are managed under the direction of the entity, except that, unless
      the entity is a reporting company under Section 13 or 15(d) of the Securities
      Exchange Act of 1934, as amended, securities owned by such subsidiaries may
      not
      be included if the entity itself is a majority-owned subsidiary that would
      be
      included in the consolidated financial statements of another
      enterprise.

     

    5.  The
      Transferor or a person acting on its behalf has taken reasonable steps to ensure
      that the Transferee is aware that the Transferor is relying on the exemption
      from the provisions of Section 5 of the Securities Act provided by Rule
      144A.

     

    The
      Transferor or a person acting on its behalf has furnished, or caused to be
      furnished, to the Transferee all information regarding (a) the Transferred
      Notes
      and payments thereon, (b) the nature and performance of the Underlying
      Certificates, the Mortgage Loans and the Mortgage Participations, (c) the
      Indenture and the Collateral, and (d) any credit enhancement mechanism
      associated with the Transferred Notes, that the Transferee has
      requested.

     

                                        Very
      truly
      yours,

     

                                        [TRANSFEROR]

     

                                        By:______________________

                                        Name:

                                        Title:


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-2

     

    FORM
      OF
      TRANSFEREE CERTIFICATE

    FOR
      TRANSFERS OF THE CLASS N NOTES

     

                                            [Date]

     

    [Wells
      Fargo Bank, N.A.]

     

    Re:   Renaissance
      Home Equity Loan Trust 2007-1

    Home
      Equity Loan Asset-Backed Notes, Series 2007-1
      (the
“Notes”)

     

    Ladies
      and Gentlemen:

     

    __________________
      (the “Transferee”) intends to purchase from _________________ (the “Transferor”)
      the Notes having an initial aggregate Note Balance as of March 29, 2007 (the
      “Closing Date”) of $_____________ (the “Transferred Notes”). The Notes,
      including the Transferred Notes, were issued pursuant to the Indenture, dated
      as
      of March 29, 2007 (the “Indenture”), between Renaissance Home Equity Loan Trust
      2007-1 (the “Issuer”), HSBC Bank USA, National Association (the “Indenture
      Trustee”) and Wells Fargo Bank, N.A. (the “Securities Administrator”). All
      capitalized terms used herein and not otherwise defined shall have the meanings
      set forth in the Indenture. The Transferee hereby certifies, represents and
      warrants to you, as Note Registrar, and for the benefit of the Issuer, the
      Indenture Trustee, the Securities Administrator and the Transferor,
      that:

     

    1.  The
      Transferee is a “qualified institutional buyer” (a “Qualified Institutional
      Buyer”) as that term is defined in Rule 144A (“Rule l44A”) under the Securities
      Act of 1933, as amended (the “Securities Act”), and has completed one of the
      forms of certification to that effect attached hereto as Annex 1 and Annex
      2.
      The Transferee is aware that the sale to it of the Transferred Notes is being
      made in reliance on Rule 144A. The Transferee is acquiring the Transferred
      Notes
      for its own account or for the account of a Qualified Institutional Buyer,
      and
      understands that such Transferred Notes 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 Securities Act.

     

    2.  The
      Transferee has been furnished with all information regarding (a) the Transferred
      Notes and payments thereon, (b) the nature and performance of the Underlying
      Certificates and the Mortgage Loans, (c) the Indenture, and (d) any credit
      enhancement mechanism associated with the Transferred Notes, that it has
      requested.

     

    3.  The
      Transferee represents that:

     

    ____ a. it
      is
      neither: (1) an employee benefit plan or other retirement arrangement, including
      individual retirement accounts and annuities, Keogh plans and collective
      investment funds and separate accounts in which such plans, accounts or
      arrangements are invested, including, without limitation, insurance company
      general accounts, that is subject to ERISA or Section 4975 of the Code (each,
      a
“Plan”), nor (2) any Person who is directly or indirectly purchasing such Note
      or interest therein on behalf of, as named fiduciary of, as trustee of, or
      with
“plan assets” (as defined under the DOL Regulations at 29 C.F.R. Section
      2510.3-101) of a Plan; or

     

    ____ b. (1)
      the
      acquisition, holding and transfer of the Transferred Note will not give rise
      to
      a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (2) the Transferred Note is rated investment grade or better and
      the Transferee believes that the Transferred Note is properly treated as
      indebtedness without substantial equity features for purposes of the DOL
      Regulations, and agrees to so treat the Transferred Note; or

     

    ____ c. the
      Transferee has provided the Indenture Trustee, the Securities Administrator
      and
      the Owner Trustee with an Opinion of Counsel, which opines that the acquisition,
      holding and transfer of the Transferred Note or interest therein is permissible
      under applicable law, will not constitute or result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the
      Indenture Trustee, the Securities Administrator, the Servicer, the Master
      Servicer or any successor servicer to any obligation in addition to those
      undertaken in the Indenture.

     

    


     

                                        Very
      truly
      yours,

     

                                        [TRANSFEREE]

     

                                        By:______________________

                                        Name:

                                        Title:


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT F-2

     

    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”) an Wells Fargo Bank, N.A., as Note Registrar, with respect to the
      Notes being transferred (the “Transferred Notes”) as 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 chief financial officer, a person
      fulfilling an equivalent function, or other executive officer of the entity
      purchasing the Transferred Notes (the “Transferee”).

     

    2.  The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A under the Securities Act of 1933, as amended (“Rule 144A”), because (i) the
      Transferee owned and/or invested on a discretionary basis $____________________
      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) 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, as amended.

            
	 	 
	
              ____

            	
              Bank.
                The Transferee (a) is a national bank or a banking institution organized
                under the laws of any State, U.S. 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,
                as of a date not more than 16 months preceding the date of sale of
                the
                Note in the case of a U.S. bank, and not more than 18 months preceding
                such date of sale for a foreign bank or equivalent
                institution.

            
	 	 
	
              ____

            	
              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,
                as of a date not more than 16 months preceding the date of sale of
                the
                Note in the case of a U.S. savings and loan association, and not
                more than
                18 months preceding such date of sale for a foreign savings and loan
                association or equivalent institution.

            
	 	 
	
              ____

            	
              Broker-dealer.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934, as amended.

            
	 	 
	
              ____

            	
              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,
                U.S. 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, as amended.

            
	 	 


    

    


    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) 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. For purposes of determining the aggregate amount of
      securities owned and/or invested on a discretionary basis by the Transferee,
      the
      Transferee did not include any of the securities referred to in this
      paragraph.

     

    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, unless the Transferee reports its securities
      holdings in its financial statements on the basis of their market value, and
      no
      current information with respect to the cost of those securities has been
      published, in which case the securities were valued at market. 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 United States 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,
      as
      amended.

     

    5.  The
      Transferee acknowledges that it is familiar with Rule l44A and understands
      that
      the Transferor and other parties related to the Transferred Notes 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 Transferred Notes

            
	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            


    

    


    6.  If
      the
      answer to the foregoing question is “no”, then in each case where the Transferee
      is purchasing for an account other than its own, such account belongs to a
      third
      party that is itself a “qualified institutional buyer” within the meaning of
      Rule 144A, and the “qualified institutional buyer” status of such third party
      has been established by the Transferee through one or more of the appropriate
      methods contemplated by 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 Transferred Notes 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 any updated annual
      financial statements that become available on or before the date of such
      purchase, promptly after they become available.

     

                                Very
      truly
      yours,

     

                                [TRANSFEREE]

     

                                By:______________________

                                Name:

                                Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2
      TO EXHIBIT F-2

     

    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 Note Registrar, with respect to the
      Notes being transferred (the “Transferred Notes”) as 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 chief financial officer, a person
      fulfilling an equivalent function, or other executive officer of the entity
      purchasing the Transferred 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, as amended (“Rule 144A”), because the Transferee is
      part of a Family of Investment Companies (as defined below), is an executive
      officer of the investment adviser (the “Adviser”).

     

    2.  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, as amended, and (ii) as marked below, the Transferee alone
      owned and/or invested on a discretionary basis, 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, unless the Transferee or any member of the
      Transferee’s Family of Investment Companies, as the case may be, reports its
      securities holdings in its financial statements on the basis of their market
      value, and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were valued
      at
      market.

     

    
      	 	
              ____

            	
              The
                Transferee owned and/or invested on a discretionary basis $____________
                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 I 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)
      bank deposit notes and certificates of deposit, (iii) loan participations,
      (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For purposes
      of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, or owned by the Transferee’s Family of
      Investment Companies, the securities referred to in this paragraph were
      excluded.

     

    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.

     

    
      	       
	         	
              Will
                the Transferee be purchasing the Transferred Notes

            
	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            


    

    


    6.  If
      the
      answer to the foregoing question is “no”, then in each case where the Transferee
      is purchasing for an account other than its own, such account belongs to a
      third
      party that is itself a “qualified institutional buyer” within the meaning of
      Rule 144A, and the “qualified institutional buyer” status of such third party
      has been established by the Transferee through one or more of the appropriate
      methods contemplated by Rule l44A.

     

    7.  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 Transferred Notes will constitute a reaffirmation
      of this certification by the undersigned as of the date of such
      purchase.

     

                                Print
      Name of
      Transferee or Adviser

    


                                By:
      _________________________

                                Name:

                                Title:

     

                                IF
      AN
      ADVISER:

    


                                Print
      Name of
      Transferee

    


                                _______________________

                                Date:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    FORM
      OF TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to § 4.16(e)(ii)

                          
      of the
      Indenture)                            

    


                                            [Date]

     

    [Wells
      Fargo Bank, N.A.]

     

    Re:   Renaissance
      Home Equity Loan Trust 2007-1

    Home
      Equity Loan Asset-Backed Notes, Series 2007-1 (the “Notes”)

     

    Reference
      is hereby made to the Indenture, dated as of March 29, 2007 (the “Indenture”),
      between Renaissance Home Equity Loan Trust 2007-1 (the “Issuer”), HSBC Bank USA,
      National Association (the “Indenture Trustee”) and Wells Fargo Bank, N.A. (the
“Securities Administrator”). Capitalized terms used but not defined herein shall
      have the meanings given them in the Indenture.

     

    This
      letter relates to U.S. $____________________________ aggregate principal amount
      of Securities which are held in the form of a Restricted Global Security with
      the Depository in the name of [name of transferor]
      ___________________________________ (the “Transferor”) to effect the transfer of
      the Securities in exchange for an equivalent beneficial interest in a Regulation
      S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Indenture and the private placement memorandum dated March 29,
      2007
      relating to the Class N Notes and in accordance with Rule 904 of Regulation
      S,
      and that:

     

    (a)  the
      offer
      of the Class N Notes 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 have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    (d)  the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended (the
“Securities Act”); and

     

    (e)  the
      transferee is not a U.S. Person.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    You
      and
      the Issuer 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. Terms used in this certificate have the meanings set
      forth in Regulation S.

     

                                                                                                
      

                                    [Name
      of
      Transferor]

    


    


                                    By:                                                         

                                    Name:

                                    Title:

                                    Date:

    


     


    EXHIBIT
      G-2

     

    FORM
      OF TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RESTRICTED GLOBAL SECURITY

    (Transfers
      pursuant to § 4.16(e)(iii)

                              of
      the
      Indenture)                          

     

                                            [Date]

     

    [Wells
      Fargo Bank, N.A.]

     

    Re:   Renaissance
      Home Equity Loan Trust 2007-1

    Home
      Equity Loan Asset-Backed Notes, Series 2007-1 (the “Notes”)

     

    Reference
      is hereby made to the Indenture, dated as of March 29, 2007 (the “Indenture”),
      between Renaissance Home Equity Loan Trust 2007-1 (the “Issuer”), HSBC Bank USA,
      National Association (the “Indenture Trustee”) and Wells Fargo Bank, N.A. (the
“Securities Administrator”). Capitalized terms used but not defined herein shall
      have the meanings given them in the Indenture.

     

    This
      letter relates to U.S. $____________________________ aggregate principal amount
      of Class N Notes which are held in the form of a Regulations S Global Security
      in the name of [name of transferor] ___________________________________ (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Indenture and the private
      placement memorandum dated March 29, 2007 relating to the Class N Notes and
      (ii)
      Rule 144A under the United States Securities Act of 1933, as amended, to a
      transferee that the Transferor reasonably believes is purchasing the Class
      N
      Notes for its own account or an account with respect to which the transferee
      exercises sole investment discretion, the transferee or any such account is
      a
      qualified institutional buyer within the meaning of Rule 144A, in a transaction
      meeting the requirements of Rule 144A and in accordance with any applicable
      securities laws of any state of the United States or any other
      jurisdiction.

     

                                 
                                                                  


                                             
[Name
      of Transferor]

    


                                              By:                                                        

                                              Name:

                                             
Title:

                                             
Date:

     

    


     


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      APPENDIX
        A

       

      DEFINITIONS

       

      “10-K
        Filing Deadline”: As specified in Section 3.13(a)(iv) of the Servicing
        Agreement.

       

      “Accepted
        Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
        either (x) those mortgage master servicing practices of prudent mortgage
        lending
        institutions which 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 4.01 of the Servicing Agreement, but in no event below the standard
        set forth in clause (x).

       

      “Accounts”:
        Collectively, the Collection Account and the Payment Account.

       

      “Additional
        Disclosure Notification”: The form of notice set forth on Exhibit K of the
        Servicing Agreement.

       

      “Additional
        Form 10-D Disclosure”: The meaning set forth in Section 3.13(a)(i) of the
        Servicing Agreement.

       

      “Additional
        Form 10-K Disclosure”: The meaning set forth in Section 3.13(a)(iv) of the
        Servicing Agreement.

       

      “Adjustable
        Rate Notes”: The Group I Notes.

       

      “Adjusted
        Net Mortgage Rate”: As to each Mortgage Loan, an amount equal to the Loan Rate
        less the sum of (i) the Servicing Fee Rate and (ii) the Master Servicing
        Fee
        Rate.

       

      “Administrator”:
        Delta Funding Corporation in the performance of its duties pursuant to Article
        VII under the Mortgage Loan Sale and Contribution Agreement.

       

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

       

      “Aggregate
        Principal Amount”: With respect to any Payment Date, the sum of the Basic
        Principal Amounts for each Loan Group.

       

      “Ancillary
        Income”: All income derived from the Mortgage Loans, other than Servicing Fees
        and Master Servicing Fees, 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, including investment income on
        the
        Collection Account and any interest due and actually received from the related
        Mortgagor that accrued during the portion of the Prepayment Period that is
        in
        the same calendar month as the Payment Date with respect to such Mortgage
        Loan
        in connection with such Principal Prepayments in full. Ancillary Income does
        not
        include any Prepayment Charges.

       

      “Applied
        Realized Loss Amounts”: As
        to any
        Payment Date, an amount equal to the excess, if any, of (i) the aggregate
        Class
        Note Balance of the Offered
        Notes, after giving effect to all payments on such Payment Date over (ii)
        the
        Pool Balance as of the last day of the related Due Period.

       

      “Appraised
        Value”: The appraised value of the Mortgaged Property based upon the appraisal
        or the insured automated valuation report made by or for the originator at
        the
        time of the origination of the related Mortgage Loan.

       

      “Approved
        Servicer”: For purposes of Sections 3.01(a), 5.04, 6.02 and 6.04 of the
        Servicing Agreement, any established housing and home finance institution,
        bank
        or other mortgage loan or home equity loan servicer, that meets each of the
        following requirements:

       

      (i)  an
        Approved Servicer shall be acceptable to each of the Seller, the Depositor,
        the
        Master Servicer, the Securities Administrator and the Indenture
        Trustee;

       

      (ii)  an
        Approved Servicer shall be either (a) an affiliate or division of Wells Fargo
        Bank, N.A. that services mortgage loans similar to the Mortgage Loans or
        (b) a
        Person who 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;

       

      (iii)  each
        Rating Agency shall have delivered a letter to the Indenture Trustee (such
        letter not to be an expense of the Indenture Trustee) prior to the appointment
        of the Approved Servicer stating that the proposed appointment of such Approved
        Servicer as Servicer hereunder will not result in the reduction or withdrawal
        of
        the then current ratings of the Offered Notes ; and

       

      (iv)  an
        Approved Servicer shall have a net worth of not less than
        $25,000,000.

       

      “Assessment
        of Compliance”: As defined in Section 3.10 of the Servicing Agreement.


       

      “Assignment
        of Mortgage”: With respect to any Mortgage, an assignment, notice of transfer or
        equivalent instrument, in recordable form, sufficient under the laws of the
        jurisdiction in which the related Mortgaged Property is located to reflect
        the
        pledge of the Mortgage to the Indenture Trustee.

       

      “Attestation
        Report”: As defined in Section 3.10 of the Servicing Agreement.

       

      “Authorized
        Newspaper”: A newspaper of general circulation in the Borough of Manhattan, The
        City of New York, printed in the English language and customarily published
        on
        each Business Day, whether or not published on Saturdays, Sundays or
        holidays.

       

      “Authorized
        Officer”: With respect to the Issuer, any officer of the Owner Trustee who is
        authorized to act for the Owner Trustee in matters relating to the Issuer
        and
        who is identified on the list of Authorized Officers delivered by the Owner
        Trustee to the Indenture Trustee on the Closing Date (as such list may be
        modified or supplemented from time to time thereafter) and any authorized
        officer of the Originator in its capacity as Administrator.

       

      “Available
        Funds”: As to any Payment Date, an amount equal to the sum of the following
        amounts, without duplication, with respect to the Mortgage Loans:
        (i)
        scheduled payments of principal and interest on the Mortgage Loans due during
        the related Due Period and received by the Servicer and the Master Servicer,
        net
        of (a) amounts representing the Servicing Fee and the Master Servicing Fee
        with
        respect to each Mortgage Loan and reimbursement for Monthly Advances and
        Servicing Advances and other amounts reimbursable to the Seller, the Depositor,
        the Servicer, the Master Servicer, the Securities Administrator, the Owner
        Trustee and the Indenture Trustee pursuant to Sections 5.03, 3.01(g), 6.01(b),
        6.03(b) (with respect to Servicing Transfer Costs) of the Servicing Agreement
        and Section 6.07 of the Indenture (with respect to indemnification amounts),
        as
        applicable and (b) any Net Swap Payment or Swap Termination Payment owed
        to the
        Swap Provider (other than any Swap Termination Payment owed to the Swap Provider
        as a result of a Swap Provider Trigger Event); (ii) Net Liquidation Proceeds,
        Insurance Proceeds and any Subsequent Recoveries with respect to the Mortgage
        Loans and unscheduled payments of principal and interest on the Mortgage
        Loans
        received by the Servicer and the Master Servicer during the related Prepayment
        Period (net of amounts representing the Servicing Fee and the Master Servicing
        Fee and any Ancillary Income with respect to each Mortgage Loan and
        reimbursement for Monthly Advances and Servicing Advances); (iii) the Purchase
        Price for repurchased Defective Mortgage Loans and any related Substitution
        Adjustment Amounts; (iv) payments from the Servicer and the Master Servicer
        in
        connection with (a) Monthly Advances and (b) Compensating Interest; (v) payments
        from the Seller in connection with the redemption of the Notes as provided
        in
        this Indenture, (vi) any Net Swap Payment or Swap Termination Payment (to
        the
        extent not applied to a replacement swap as required to be retained and applied
        as provided herein) received by the Securities Administrator under the Interest
        Rate Swap Agreement and (vii) with respect to the first Payment Date, the
        Initial Deposit.

       

      “Available
        Funds Rate”: The Group I Available Funds Rate. 

       

      “Back-Up
        Certification”: The meaning set forth in Section 3.13(a)(iv) of the Servicing
        Agreement.

       

      “Balloon
        Loan”: Any Mortgage Loan that provided on the date of origination for scheduled
        monthly payments in level amounts substantially lower than the amount of
        the
        final scheduled payment.

       

      “Basic
        Principal Amount”: As to any Payment Date and Loan Group, an amount equal to the
        sum of the following amounts (without duplication) with respect to the Mortgage
        Loans in that Loan Group: (i) each scheduled payment of principal on a Mortgage
        Loan due during such Due Period and received by the Servicer and remitted
        by the
        Servicer to the Master Servicer on or prior to the related Determination
        Date;
        (ii) any Net Liquidation Proceeds allocable to principal, any Subsequent
        Recoveries and all full and partial principal prepayments received by the
        Servicer and remitted by the Servicer to the Master Servicer during the related
        Prepayment Period; (iii) the portion of the Purchase Price allocable to
        principal of all repurchased Defective Mortgage Loans with respect to such
        Payment Date; (iv) any Substitution Adjustment allocable to principal received
        on or prior to the previous Determination Date and not yet distributed; and
        (vi)
        any Monthly Advances with respect to scheduled payments of principal due
        during
        the related Due Period.

       

      “Basic
        Documents”: The Trust Agreement, the Certificate of Trust, the Indenture, the
        Servicing Agreement, the Mortgage Loan Sale and Contribution Agreement, the
        Interest Rate Swap Agreement and the other documents and certificates delivered
        in connection with any of the above.

       

      “Basis
        Risk Shortfall Amount”: The Group I Basis Risk Shortfall Amount or the Group II
        Basis Risk Shortfall Amount, as applicable.

       

      “Beneficial
        Owner”: With respect to any Note, the Person who is the beneficial owner of such
        Note as reflected on the books of the Depository or on the books of a Person
        maintaining an account with such Depository (directly as a Depository
        Participant or indirectly through a Depository Participant, in accordance
        with
        the rules of such Depository).

       

      “BIF”:
        The Bank Insurance Fund, as from time to time constituted, created under
        the
        Financial Institutions Reform, Recovery and Enhancement Act of 1989, or,
        if at
        any time after the execution of this Agreement the Bank Insurance Fund is
        not
        existing and performing duties now assigned to it, the body performing such
        duties on such date.

       

      “Blanket
        Mortgage”: The mortgage or mortgages encumbering a Cooperative
        Property.

       

      “Book-Entry
        Notes”: Any Offered Note or Class N Note registered in the name of the
        Depository or its nominee, ownership of which is reflected on the books of
        the
        Depository or on the books of a Person maintaining an account with such
        Depository (directly or as an indirect participant in accordance with the
        rules
        of such Depository).

       

      “Business
        Day”: Any day other than a Saturday, a Sunday or a day on which banking
        institutions in New York City, the States of Delaware, Florida, Maryland,
        Minnesota and New Jersey or any city in which the Corporate Trust Office
        of the
        Trustee or the Securities Administrator is located are authorized or obligated
        by law or executive order to close.

       

      “Certificate
        Distribution Account”: The account or accounts created and maintained pursuant
        to Section 3.10(c) of the Trust Agreement. The Certificate Distribution Account
        shall be an Eligible Account.

       

      “Certificate
        Paying Agent”: The meaning specified in Section 3.10 of the Trust
        Agreement.

       

      “Certificate
        Percentage Interest”: With respect to each Certificate, the Certificate
        Percentage Interest stated on the face thereof.

       

      “Certificate
        Register”: The register maintained by the Certificate Registrar in which the
        Certificate Registrar shall provide for the registration of Certificates
        and of
        transfers and exchanges of Certificates.

       

      “Certificate
        Registrar”: Initially, Wells Fargo Bank, N.A., as Certificate Registrar, or any
        successor to Wells Fargo Bank, N.A. in such capacity.

       

      “Certificate
        of Trust”: The Certificate of Trust filed for the Trust pursuant to Section
        3810(a) of the Statutory Trust Statute.

       

      “Certificates”
        or “Trust Certificates”: The Renaissance Home Equity Loan Trust 2007-1 Trust
        Certificates, evidencing the beneficial ownership interest in the Issuer
        and
        executed by the Owner Trustee in substantially the form set forth in Exhibit
        A
        to the Trust Agreement.

       

      “Certificateholder”
        or “Holder”: The Person in whose name a Certificate is registered in the
        Certificate Register. Owners of Certificates that have been pledged in good
        faith may be regarded as Holders if the pledgee establishes to the satisfaction
        of the Indenture Trustee or the Owner Trustee, as the case may be, the pledgee’s
        right so to act with respect to such Certificates and that the pledgee is
        not
        the Issuer, any other obligor upon the Certificates or any Affiliate of any
        of
        the foregoing Persons.

       

      “Certification”:
        As defined in Section 3.13 of the Servicing Agreement.

       

      “Certification
        Parties”: The meaning set forth in Section 3.13(a)(iv) of the Servicing
        Agreement.

       

      “Certifying
        Person”: The meaning set forth in Section 3.13(a)(iv) of the Servicing
        Agreement.

       

      “Civil
        Relief Act”: The Servicemembers Civil Relief Act and similar state
        laws.

       

      “Class”:
        All Notes having the same designation.

       

      “Class
        AF
        Notes”: The Class AF-1 Notes, Class AF-1A Notes, Class AF-1B Notes, Class AF-1Z
        Notes, Class AF-2 Notes, Class AF-3 Notes, Class AF-4 Notes, Class AF-5 Notes
        and Class AF-6 Notes.

       

      “Class
        AF-1 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-1 Note.

       

      “Class
        AF-1A Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-1A Note.

       

      “Class
        AF-1B Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-1B Note.

       

      “Class
        AF-1Z Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-1Z Note.

       

      “Class
        AF-2 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-2 Note.

       

      “Class
        AF-3 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-3 Note.

       

      “Class
        AF-4 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-4 Note.

       

      “Class
        AF-5 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-5 Note.

       

      “Class
        AF-6 Calculation Percentage”: For any Payment Date will be the fraction,
        expressed as a percentage, the numerator of which is the Class Note Balance
        of
        the Class AF-6 Notes, and the denominator of which is the aggregate of the
        Class
        Note Balances of the Group II Notes, in each case before giving effect to
        any
        payments in reduction of the Class Note Balances of the Group II Notes pursuant
        to Section 3.05 hereof.

       

      “Class
        AF-6 Lockout Payment Amount”: For any Payment Date will be an amount equal to
        the product of (1) the applicable Class AF-6 Lockout Percentage for that
        Payment
        Date, (2) the Class AF-6 Calculation Percentage for that Payment Date and
        (3)
        the Senior Principal Payment Amount for that Payment Date. In no event shall
        the
        Class AF-6 Lockout Payment Amount exceed the outstanding Class Note Balance
        of
        the Class AF-6 Notes or the Senior Principal Payment Amount for such Payment
        Date.

       

      “Class
        AF-6 Lockout Percentage”: For each Payment Date will be as follows:

       

      
        	
                     
                        Payment Date          
                  

              	
                    
                  Lockout Percentage    


              
	
                1st
                  to
                  36th 

              	
                0%

              
	
                37th
                  to
                  60th 

              	
                45%

              
	
                61st
                  to
                  72nd 

              	
                80%

              
	
                73rd
                  to
                  84th 

              	
                100%

              
	
                85th
                  and thereafter

              	
                300%

              


      

      


      “Class
        AF-6 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AF-6 Note.

       

      “Class
        AV
        Notes”: The Class AV-1 Notes, Class AV-2 Notes and Class AV-3
        Notes.

       

      “Class
        AV-1 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AV-1 Note.

       

      “Class
        AV-2 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AV-2 Note.

       

      “Class
        AV-3 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class AV-3 Note.

       

      “Class
        Interest Carryover Shortfall”: As to any Class of Offered Notes and any Payment
        Date, an amount equal to the sum of (i) the excess of the related Class Monthly
        Interest Amount for the preceding Payment Date and any Outstanding Class
        Interest Carryover Shortfall with respect to such Class on such preceding
        Payment Date, over the amount in respect of interest that is actually paid
        to
        the Holders of such Class on such preceding Payment Date plus (ii) one month’s
        interest on such excess, to the extent permitted by law, at the related Note
        Rate.

       

      “Class
        Interest Payment”: As to any Class of Offered Notes and Payment Date, an amount
        equal to the sum of (a) the related Class Monthly Interest Amount and (b)
        any
        Class Interest Carryover Shortfall for such Class of Offered Notes for such
        Payment Date.

       

      “Class
        M
        Notes” or “Mezzanine Notes”: The Class M-1 Notes, Class M-2 Notes, Class M-3
        Notes, Class M-4 Notes, Class M-5 Notes, Class M-6 Notes, Class M-7 Notes,
        Class
        M-8 Notes and Class M-9 Notes.

       

      “Class
        M-1 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-1 Note.

       

      “Class
        M-1 Principal Payment Amount: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balance of the Senior Notes has been reduced to zero, 100% of the remaining
        Principal Payment Amount, or (y) if a Delinquency Event is not in effect:
        the
        excess of (1) the sum of (A) the aggregate Class Note Balance of the Senior
        Notes (after giving effect to payments of the Senior Principal Payment Amount
        for such Payment Date) and (B) the Class Note Balance of the Class M-1 Notes
        immediately prior to such Payment Date over (2) the lesser of (A) 76.00%
        of the
        Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-2 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-2 Note.

       

      “Class
        M-2 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and if the aggregate Class
        Note
        Balances of the Senior and Class M-1 Notes have been reduced to zero, 100%
        of
        the remaining Principal Payment Amount, or (y) if a Delinquency Event is
        not in
        effect: the excess of (1) the sum of (A) the aggregate Class Note Balance
        of the
        Senior Notes (after giving effect to payment of the Senior Principal Payment
        Amount for such Payment Date), (B) the Class Note Balance of the Class M-1
        Notes
        (after giving effect to payment of the Class M-1 Principal Payment Amount
        for
        such Payment Date) and (C) the Class Note Balance of the Class M-2 Notes
        immediately prior to such Payment Date over (2) the lesser of (A) 81.70%
        of the
        Pool Balance as of the last day of the related Due Period, minus the related
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-3 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-3 Note.

       

      “Class
        M-3 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1 and Class M-2 Notes have been reduced to
        zero,
        100% of the remaining Principal Payment Amount, or (y) if a Delinquency Event
        is
        not in effect: the excess of (1) the sum of (A) the aggregate Class Note
        Balance
        of the Senior Notes (after giving effect to payment of the Senior Principal
        Payment Amount for such Payment Date), (B) the Class Note Balance of the
        Class
        M-1 Notes (after giving effect to payment of the Class M-1 Principal Payment
        Amount for such Payment Date), (C) the Class Note Balance of the Class M-2
        Notes
        (after giving effect to payment of the Class M-2 Principal Payment Amount
        for
        such Payment Date) and (D) the Class Note Balance of the Class M-3 Notes
        immediately prior to such Payment Date over (2) the lesser of (A) 85.20%
        of the
        Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-4 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-4 Note.

       

      “Class
        M-4 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2 and Class M-3 Notes have been
        reduced to zero, 100% of the remaining Principal Payment Amount, or (y) if
        a
        Delinquency Event is not in effect: the excess of (1) the sum of (A) the
        aggregate Class Note Balance of the Senior Notes (after giving effect to
        payment
        of the Senior Principal Payment Amount for such Payment Date), (B) the Class
        Note Balance of the Class M-1 Notes (after giving effect to payment of the
        Class
        M-1 Principal Payment Amount for such Payment Date), (C) the Class Note Balance
        of the Class M-2 Notes (after giving effect to payment of the Class M-2
        Principal Payment Amount for such Payment Date), (D) the Class Note Balance
        of
        the Class M-3 Notes (after giving effect to payment of the Class M-3 Principal
        Payment Amount for such Payment Date) and (E) the Class Note Balance of the
        Class M-4 Notes immediately prior to such Payment Date over (2) the lesser
        of
        (A) 88.40% of the Pool Balance as of the last day of the related Due Period,
        minus the Subordination Required Overcollateralization Amount for that Payment
        Date and (B) the Pool Balance as of the last day of the related Due Period
        minus
        the OC Floor.

       

      “Class
        M-5 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-5 Note.

       

      “Class
        M-5 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2, Class M-3 and Class M-4 Notes
        have
        been reduced to zero, 100% of the remaining Principal Payment Amount, or
        (y) if
        a Delinquency Event is not in effect: the excess of (1) the sum of (A) the
        aggregate Class Note Balance of the Senior Notes (after giving effect to
        payment
        of the Senior Principal Payment Amount for such Payment Date), (B) the Class
        Note Balance of the Class M-1 Notes (after giving effect to payment of the
        Class
        M-1 Principal Payment Amount for such Payment Date), (C) the Class Note Balance
        of the Class M-2 Notes (after giving effect to payment of the Class M-2
        Principal Payment Amount for such Payment Date), (D) the Class Note Balance
        of
        the Class M-3 Notes (after giving effect to payment of the Class M-3 Principal
        Payment Amount for such Payment Date), (E) the Class Note Balance of the
        Class
        M-4 Notes (after giving effect to payment of the Class M-4 Principal Payment
        Amount for such Payment Date) and (F) the Class Note Balance of the Class
        M-5
        Notes immediately prior to such Payment Date over (2) the lesser of (A) 91.20%
        of the Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-6 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-6 Note.

       

      “Class
        M-6 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2, Class M-3, Class M-4 and Class
        M-5
        Notes have been reduced to zero, 100% of the remaining Principal Payment
        Amount,
        or (y) if a Delinquency Event is not in effect: the excess of (1) the sum
        of (A)
        the aggregate Class Note Balance of the Senior Notes (after giving effect
        to
        payment of the Senior Principal Payment Amount for such Payment Date), (B)
        the
        Class Note Balance of the Class M-1 Notes (after giving effect to payment
        of the
        Class M-1 Principal Payment Amount for such Payment Date), (C) the Class
        Note
        Balance of the Class M-2 Notes (after giving effect to payment of the Class
        M-2
        Principal Payment Amount for such Payment Date), (D) the Class Note Balance
        of
        the Class M-3 Notes (after giving effect to payment of the Class M-3 Principal
        Payment Amount for such Payment Date), (E) the Class Note Balance of the
        Class
        M-4 Notes (after giving effect to payment of the Class M-4 Principal Payment
        Amount for such Payment Date), (F) the Class Note Balance of the Class M-5
        Notes
        (after giving effect to payment of the Class M-5 Principal Payment Amount
        for
        such Payment Date) and (G) the Class Note Balance of the Class M-6 Notes
        immediately prior to such Payment Date over (2) the lesser of (A) 93.70%
        of the
        Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-7 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-7 Note.

       

      “Class
        M-7 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class
        M-5
        and Class M-6 Notes have been reduced to zero, 100% of the remaining Principal
        Payment Amount, or (y) if a Delinquency Event is not in effect: the excess
        of
        (1) the sum of (A) the aggregate Class Note Balance of the Senior Notes (after
        giving effect to payments of the Senior Principal Payment Amount for such
        Payment Date), (B) the Class Note Balance of the Class M-1 Notes (after giving
        effect to payment of the Class M-1 Principal Payment Amount for such Payment
        Date), (C) the Class Note Balance of the Class M-2 Notes (after giving effect
        to
        payment of the Class M-2 Principal Payment Amount for such Payment Date),
        (D)
        the Class Note Balance of the Class M-3 Notes (after giving effect to payment
        of
        the Class M-3 Principal Payment Amount for such Payment Date), (E) the Class
        Note Balance of the Class M-4 Notes (after giving effect to payment of the
        Class
        M-4 Principal Payment Amount for such Payment Date), (F) the Class Note Balance
        of the Class M-5 Notes (after giving effect to payment of the Class M-5
        Principal Payment Amount for such Payment Date), (G) the Class Note Balance
        of
        the Class M-6 Notes (after giving effect to payment of the Class M-6 Principal
        Payment Amount for such Payment Date) and (H) the Class Note Balance of the
        Class M-7 Notes immediately prior to such Payment Date over (2) the lesser
        of
        (A) 96.00% of the Pool Balance as of the last day of the related Due Period,
        minus the Subordination Required Overcollateralization Amount for that Payment
        Date and (B) the Pool Balance as of the last day of the related Due Period
        minus
        the OC Floor.

       

      “Class
        M-8 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-8 Note.

       

      “Class
        M-8 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class
        M-5,
        Class M-6 and Class M-7 Notes have been reduced to zero, 100% of the remaining
        Principal Payment Amount, or (y) if a Delinquency Event is not in effect:
        the
        excess of (1) the sum of (A) the aggregate Class Note Balance of the Senior
        Notes (after giving effect to payments of the Senior Principal Payment Amount
        for such Payment Date), (B) the Class Note Balance of the Class M-1 Notes
        (after
        giving effect to payment of the Class M-1 Principal Payment Amount for such
        Payment Date), (C) the Class Note Balance of the Class M-2 Notes (after giving
        effect to payment of the Class M-2 Principal Payment Amount for such Payment
        Date), (D) the Class Note Balance of the Class M-3 Notes (after giving effect
        to
        payment of the Class M-3 Principal Payment Amount for such Payment Date),
        (E)
        the Class Note Balance of the Class M-4 Notes (after giving effect to payment
        of
        the Class M-4 Principal Payment Amount for such Payment Date), (F) the Class
        Note Balance of the Class M-5 Notes (after giving effect to payment of the
        Class
        M-5 Principal Payment Amount for such Payment Date), (G) the Class Note Balance
        of the Class M-6 Notes (after giving effect to payment of the Class M-6
        Principal Payment Amount for such Payment Date), (H) the Class Note Balance
        of
        the Class M-7 Notes (after giving effect to payment of the Class M-7 Principal
        Payment Amount) and (I) the Class Note Balance of the Class M-8 Notes
        immediately prior to such Payment Date over (2) the lesser of (A) 98.00%
        of the
        Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the related Due Period minus the
        OC
        Floor.

       

      “Class
        M-9 Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-1 and designated as
        a
        Class M-9 Note.

       

      “Class
        M-9 Principal Payment Amount”: As to any Payment Date on or after the Stepdown
        Date, (x) if a Delinquency Event is in effect and the aggregate Class Note
        Balances of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class
        M-5,
        Class M-6, Class M-7 and Class M-8 Notes have been reduced to zero, 100%
        of the
        remaining Principal Payment Amount, or (y) if the Senior, Class M-1, Class
        M-2,
        Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Notes
        are
        outstanding and a Delinquency Event is not in effect: the excess of (1) the
        sum
        of (A) the aggregate Class Note Balance of the Senior Notes (after giving
        effect
        to payments of the Senior Principal Payment Amount for such Payment Date),
        (B)
        the Class Note Balance of the Class M-1 Notes (after giving effect to payment
        of
        the Class M-1 Principal Payment Amount for such Payment Date), (C) the Class
        Note Balance of the Class M-2 Notes (after giving effect to payment of the
        Class
        M-2 Principal Payment Amount for such Payment Date), (D) the Class Note Balance
        of the Class M-3 Notes (after giving effect to payment of the Class M-3
        Principal Payment Amount for such Payment Date), (E) the Class Note Balance
        of
        the Class M-4 Notes (after giving effect to payment of the Class M-4 Principal
        Payment Amount for such Payment Date), (F) the Class Note Balance of the
        Class
        M-5 Notes (after giving effect to payment of the Class M-5 Principal Payment
        Amount for such Payment Date), (G) the Class Note Balance of the Class M-6
        Notes
        (after giving effect to payment of the Class M-6 Principal Payment Amount
        for
        such Payment Date), (H) the Class Note Balance of the Class M-7 Notes (after
        giving effect to payment of the Class M-7 Principal Payment Amount), (I)
        the
        Class Note Balance of the Class M-8 Notes (after giving effect to payment
        of the
        Class M-8 Principal Payment Amount) and (J) the Class Note Balance of the
        Class
        M-9 Notes immediately prior to such Payment Date over (2) the lesser of (A)
        the
        Pool Balance as of the last day of the related Due Period, minus the
        Subordination Required Overcollateralization Amount for that Payment Date
        and
        (B) the Pool Balance as of the last day of the Due Period minus the OC
        Floor.

       

      “Class
        Monthly Interest Amount”: As to any Payment Date and Class of Offered Notes,
        interest for the related Interest Period at the related Note Rate on the
        related
        Class Note Balance immediately prior to that Payment Date.

       

      “Class
        N
        Interest Payment Amount”: With respect to the Class N Notes and any Payment
        Date, an amount equal to interest accrued during the related Interest Period
        on
        the related outstanding Class Note Balance at the related Note Rate, plus
        all
        interest accrued for prior Interest Periods but not paid on the related Payment
        Dates or any Payment Dates subsequent thereto (together with interest thereon
        at
        the related Note Rate).

       

      “Class
        N
        Interest Shortfall”: With respect to any Payment Date, an amount equal to the
        Class N Interest Payment Amount for such Payment Date less Available Funds
        remaining after payments pursuant to Section 3.05(b)(i) through Section
        3.05(b)(xvi) hereof.

       

      “Class
        N
        Note”: Any Note executed and authenticated by the Securities Administrator
        substantially in the form attached hereto as Exhibit A-2 and designated as
        a
        Class N Note.

       

      “Class
        N
        Principal Payment Amount”: With respect to the Class N Notes and any Payment
        Date, the lesser of (i) the related outstanding Class Note Balance immediately
        prior to such Payment Date and (ii) any Available Funds remaining after the
        payment of the related Class N Interest Payment Amount for such Payment
        Date.

       

      “Class
        Note Balance”: As of any date of determination and Class of Offered Notes or the
        Class N Notes, the Original Class Note Balance for such Class reduced by
        the sum
        of all amounts previously paid to the Noteholders of such Class in respect
        of
        principal from the Group I Principal Payment Amount or Group II Principal
        Payment Amount, as applicable, on all previous Payment Dates and, in the
        case of
        any Class of Mezzanine Notes, reduced by any related Applied Realized Loss
        Amounts allocated to such Class on prior Payment Dates; provided, however,
        if
        the context so specifies, the Class Note Balance will also be reduced by
        all
        payments of principal and allocations of related Applied Realized Loss Amounts
        on the Payment Date that is the date of determination.

       

      “Class
        Principal Carryover Shortfall”: As to any Class of Mezzanine Notes and any
        Payment Date, the excess, if any, of (i) the sum of (x) the amount of the
        reduction in the Class Note Balance of that Class of Mezzanine Notes on such
        Payment Date and (y) the amount of such reductions contemplated by clause
        (x)
        above on prior Payment Dates over (ii) the amount distributed in respect
        of such
        reductions of principal thereof on prior Payment Dates.

       

      “Closing
        Date”: March 29, 2007.

       

      “Code”:
        The Internal Revenue Code of 1986, as amended.

       

      “Collateral”:
        The meaning specified in the Granting Clause of the Indenture.

       

      “Collection
        Account”: The custodial account or accounts created and maintained for the
        benefit of the Noteholders pursuant to Section 3.02(b) of the Servicing
        Agreement. The Collection Account shall be an Eligible Account.

       

      “Combined
        Loan-to-Value Ratio” or “CLTV”: With respect to any Mortgage Loan that is not
        secured by a first priority lien on the Mortgaged Property, the sum of the
        original principal balance of such Mortgage Loan and the outstanding principal
        balance of the related First Lien, if any, as of the date of origination
        of the
        Mortgage Loan, divided by the Appraised Value.

       

      “Commission”:
        The U.S. Securities and Exchange Commission.

       

      “Compensating
        Interest”: As to any Payment Date, the amount calculated pursuant to Section
        3.14 of the Servicing Agreement.

       

      “Cooperative
        Corporation”: The entity that holds title (fee or an acceptable leasehold
        estate) to the real property and improvements constituting the Cooperative
        Property and which governs the Cooperative Property, which Cooperative
        Corporation must qualify as a Cooperative Housing Corporation under Section
        216
        of the Code.

       

      “Cooperative
        Loan”: Any Mortgage Loan secured by Cooperative Shares and a Proprietary
        Lease.

       

      “Cooperative
        Property”: The real property and improvements owned by the Cooperative
        Corporation, including the allocation of individual dwelling units to the
        holders of the Cooperative Shares of the Cooperative Corporation.

       

      “Cooperative
        Shares”: Shares issued by a Cooperative Corporation.

       

      “Cooperative
        Unit”: A single-family dwelling located in a Cooperative Property.

       

      “Corporate
        Trust Office”: The designated offices of the Securities Administrator at which
        at any particular time its corporate trust business with respect to this
        Indenture shall be administered, which offices at the date of the execution
        of
        this Indenture are located for Note transfer purposes at: Wells Fargo Center,
        Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention:
        Corporate Trust Services—Renaissance HEL Trust 2007-1 and for all other purposes
        at: P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust
        Services—Renaissance HEL Trust 2007-1 or in the case of overnight deliveries,
        9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
        Services—Renaissance HEL Trust 2007-1 and which are the respective addresses to
        which notices to and correspondence with the Securities Administrator should
        be
        directed; and the designated office of the Indenture Trustee at which at
        any
        particular time its corporate trust business with respect to this Indenture
        shall be administered, which office at the date of the execution of this
        Indenture is located at 452
        Fifth
        Avenue, New York, New York 10018, Attention: Corporate Trust and Loan
        Agency/Renaissance HEL Trust 2007-1,
        and which is the address to which notices to and correspondence with the
        Indenture Trustee should be directed.

       

      “Cumulative
        Loss Event”: For any Payment Date in the applicable period below, if Cumulative
        Net Losses exceed the applicable percentage set forth below for the related
        Payment Date: 

       

      
        	
                Number
                  of

                   
                       Payment
                  Dates        
                  

              	
                    
                                                        
                          
                  Percentages                 
                                              
                         

              
	
                        25th
                  -
                  36th

              	
                1.05%
                  for the first month plus an additional 1/12th of 1.35% for each
                  month
                  thereafter

              
	
                        37th
                  -
                  48th

              	
                2.40%
                  for the first month plus an additional 1/12th of 1.60% for each
                  month
                  thereafter

              
	
                        49th
                  -
                  60th

              	
                4.00%
                  for the first month plus an additional 1/12th of 1.35% for each
                  month
                  thereafter

              
	
                        61st
                  -
                  72nd

              	
                5.35%
                  for the first month plus an additional 1/12th of 0.95% for each
                  month
                  thereafter

              
	
                        73rd
                  -84th

              	
                6.30%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	
                        85th
                  and thereafter

              	
                         
                  6.55%    

              


      

      


      “Cumulative
        Net Losses”: As of any date of determination, the aggregate of the Liquidation
        Loan Losses incurred from the Cut-Off Date through the end of the calendar
        month
        preceding such date of determination, expressed as a percentage of the related
        Cut-Off Date Pool Balance.

       

      “Curtailment”:
        With respect to a Mortgage Loan, any payment of principal received during
        a Due
        Period as part of a payment that is in excess of the amount of the Monthly
        Payment due for such Due Period and which is not intended to satisfy the
        Mortgage Loan in full or intended to cure a delinquency.

       

      “Custodial
        Agreement”: Any Custodial Agreement, as amended and supplemented from time to
        time, dated as of the date hereof, by and among the Indenture Trustee, the
        Seller, the Servicer, the Depositor, the Master Servicer and the Custodian
        substantially in the form set forth as Exhibit E.

       

      “Custodian”:
        The Person acting as custodian under a Custodial Agreement from time to time.
        As
        of the Closing Date, the initial Custodian shall be Wells Fargo Bank,
        N.A.

       

      “Cut-Off
        Date”: As to any Mortgage Loan, the later of (x) close of business on March 1,
        2007 and (y) date of origination of such Mortgage Loan.

       

      “Cut-Off
        Date Pool Balance”: The aggregate Cut-Off Date Principal Balance of the Mortgage
        Loans (i.e., $949,999,859.57).

       

      “Cut-Off
        Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
        balance thereof as of the related Cut-Off Date after giving effect to payments
        of principal due on or before the Cut-Off Date (or as of the applicable date
        of
        substitution with respect to an Eligible Substitute Mortgage Loan).

       

      “Default”:
        Any occurrence which is or with notice or the lapse of time or both would
        become
        an Event of Default.

       

      “Defective
        Mortgage Loan”: Any Mortgage Loan subject to repurchase or substitution pursuant
        to Section 2.1(f), 3.1 or 3.2 of the Mortgage Loan Sale and Contribution
        Agreement.

       

      “Definitive
        Notes”: The meaning specified in Section 4.06 of the Indenture.

       

      “Delinquency
        Amount”: As to any Payment Date, the aggregate Principal Balance of the Mortgage
        Loans that are any of the following: (a) 60 days or more delinquent (including
        any such delinquent Mortgage Loans that are in bankruptcy or in foreclosure)
        and
        (b) REO Properties, in each case, as of the last day of the preceding
        month.

       

      “Delinquency
        Event”: A Delinquency Event shall be in effect on a Payment Date, if the related
        Three Month Delinquency Rate exceeds 42.27% of the Senior Enhancement Percentage
        for such Payment Date.

       

      “Deposit
        Date”: As to any Payment Date, the Business Day preceding such Payment
        Date.

       

      “Depositor”:
        Renaissance Mortgage Acceptance Corp., a Delaware corporation, or any successor
        thereto.

       

      “Depository”:
        The initial Depository shall be The Depository Trust Company, the nominee
        of
        which is Cede & Co., as the registered Holder of the Notes. The Depository
        shall at all times be a “clearing corporation” as defined in Section 8-102(3) of
        the UCC of the State of New York.

       

      “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”: As to any Payment Date, the fourth Business Day preceding such Payment
        Date.

       

      “Due
        Date”: As to any Mortgage Loan, the day of the month on which the Monthly
        Payment is due from the Mortgagor.

       

      “Due
        Period”: With respect to each Payment Date, the period from and including the
        second day of the month preceding the month in which such Payment Date occurs
        to
        and including the first day of the month of such Payment Date.

       

      “Electronic
        Ledger”: The electronic master record of home equity mortgage loans maintained
        by the Seller.

       

      “Eligible
        Account”: A segregated account that is (i) maintained with a depository
        institution whose debt obligations at the time of any deposit therein have
        the
        highest short-term debt rating by the Rating Agencies and whose accounts
        are
        insured to the maximum extent provided by either the Savings Association
        Insurance Fund (“SAIF”) or the Bank Insurance Fund (“BIF”) of the Federal
        Deposit Insurance Corporation and which has a minimum long-term unsecured
        debt
        rating of “A” by S&P and Fitch and “A2” by Moody’s, and which is any of (A)
        a federal savings and loan association duly organized, validly existing and
        in
        good standing under the federal banking laws, (B) an institution duly organized,
        validly existing and in good standing under the applicable banking laws of
        any
        state, (C) a national banking association duly organized, validly existing
        and
        in good standing under the federal banking laws, (D) a principal subsidiary
        of a
        bank holding company; (ii) a segregated trust account maintained with the
        corporate trust department of a federal or state chartered depository
        institution or trust company, having capital and surplus of not less than
        $50,000,000, acting in its fiduciary capacity; (iii) maintained at Wells
        Fargo
        Bank, N.A., so long as its debt obligations at the time of any deposit therein
        have a short-term debt rating of at least “A-1” for S&P, “P-1” for Moody’s
        and “F1” for Fitch; or (iv) otherwise acceptable to each Rating Agency as
        evidenced by a letter from each Rating Agency to the Securities Administrator,
        without reduction or withdrawal of the then current ratings of the
        Notes.

       

      “Eligible
        Investments”: One or more of the following (excluding any callable investments
        purchased at a premium):

       

      (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 that such obligations are backed by the full faith and
        credit
        of the United States;

       

      (ii)  repurchase
        agreements on obligations specified in clause (i) maturing not more than
        three
        (3) months from the date of acquisition thereof, provided that the short-term
        unsecured debt obligations of the party agreeing to repurchase such obligations
        are at the time rated by each Rating Agency in its highest short-term rating
        category (which is “A-1+” for S&P, “P-1” for Moody’s and “F1+” for
        Fitch);

       

      (iii)  certificates
        of deposit, time deposits and bankers’ acceptances of any U.S. depository
        institution or trust company incorporated under the laws of the United States
        or
        any state thereof and subject to supervision and examination by federal and/or
        state banking authorities, provided that the unsecured short-term debt
        obligations of such depository institution or trust company at the date of
        acquisition thereof have been rated by S&P and Moody’s in their respective
        highest unsecured short-term debt rating category;

       

      (iv)  commercial
        paper (having original maturities of not more than ninety (90) days) of any
        corporation incorporated under the laws of the United States or any state
        thereof which on the date of acquisition has been rated by each Rating Agency
        that rates such securities in their respective highest short term rating
        categories;

       

      (v)  short
        term investment funds (“STIFS”) sponsored by any trust company or national
        banking association incorporated under the laws of the United States or any
        state thereof which on the date of acquisition has been rated by each Rating
        Agency in their respective highest rating category of long term unsecured
        debt;

       

      (vi)  interests
        in any money market fund which at the date of acquisition of the interests
        in
        such fund including any such fund that is managed by the Indenture Trustee
        or
        the Securities Administrator or an Affiliate of the Indenture Trustee or
        the
        Securities Administrator or for which the Indenture Trustee or the Securities
        Administrator or an Affiliate of the Indenture Trustee or the Securities
        Administrator acts as advisor and throughout the time as the interest is
        held in
        such fund has a rating of “AAAm” or “AAAm-G” by S&P and “Aaa” by Moody’s ;
        and

       

      (vii)  other
        obligations or securities that are acceptable to each Rating Agency as an
        Eligible Investment hereunder and will not result in a reduction in the then
        current rating of the Notes, as evidenced by a letter to such effect from
        such
        Rating Agency and with respect to which the Indenture Trustee and the Securities
        Administrator have received confirmation that, for tax purposes, the investment
        complies with the last clause of this definition;

       

      provided
        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; provided, further,
        that
        no instrument described hereunder may be purchased at a price greater than
        par
        if such instrument may be prepaid or called at a price less than its purchase
        price prior to its stated maturity; and provided further, that if S&P is
        rating any of the Notes, an instrument described hereunder shall be rated
        the
        applicable rating of S&P set forth above.

       

      “Eligible
        Substitute Mortgage Loan”: A Mortgage Loan substituted by the Seller for a
        Defective Mortgage Loan which must, on the date of such substitution: (i)
        have
        an outstanding Principal Balance after deducting all scheduled principal
        payments due in the month of substitution (or in the case of a substitution
        of
        more than one Mortgage Loan for a Defective Mortgage Loan, an aggregate
        Principal Balance), not in excess of and not less than 95% of the Principal
        Balance of the Defective Mortgage Loan; (ii) have a Loan Rate not less than
        the
        Loan Rate of the Defective Mortgage Loan and not more than 1% in excess of
        the
        Loan Rate of such Defective Mortgage Loan; (iii) if such Defective Mortgage
        Loan
        is an adjustable-rate Mortgage Loan, have a Loan Rate based on the same Loan
        Index with adjustments to such Loan Rate made on the same interval between
        Interest Rate Adjustment Dates as that of the Defective Mortgage Loan and
        have a
        Margin that is not less than the Margin of the Defective Mortgage Loan and
        not
        more than one hundred (100) basis points higher than the Margin for the
        Defective Mortgage Loan; (iv) have a Mortgage of the same or higher level
        of
        priority as the Mortgage relating to the Defective Mortgage Loan at the time
        such Mortgage was transferred to the Trust; (v) have a remaining term to
        maturity not more than six (6) months earlier and not later than the remaining
        term to maturity of the Defective Mortgage Loan; (vi) comply with each
        representation and warranty set forth in the Mortgage Loan Sale and Contribution
        Agreement (deemed to be made as of the date of substitution); (vii) have
        an
        original CLTV not greater than that of the Defective Mortgage Loan; (viii)
        if
        such Defective Mortgage Loan is an adjustable-rate Mortgage Loan, have a
        Lifetime Rate Cap and a Periodic Rate Cap no lower than the Lifetime Rate
        Cap
        and Periodic Rate Cap, respectively, applicable to such Defective Mortgage
        Loan;
        (ix) have a credit risk not less than the credit risk of the Defective Mortgage
        Loan; and (x) be of the same type of Mortgaged Property as the Defective
        Mortgage Loan or a detached single family residence. More than one Eligible
        Substitute Mortgage Loan may be substituted for a Defective Mortgage Loan
        if
        such Eligible Substitute Mortgage Loans meet the foregoing attributes in
        the
        aggregate.

       

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

       

      “Escrow
        Repair Loan”: A Mortgage Loan as to which the Servicer holds a portion of the
        proceeds in escrow pending repair of the related Mortgaged Property as specified
        in the related Mortgage and Mortgage Note.

       

      “Estimated
        Swap Termination Payment”: As defined in the Interest Rate Swap
        Agreement.

       

      “Event
        of
        Default”: With respect to the Indenture, any one of the following events
        (whatever the reason for such Event of Default and whether it shall be voluntary
        or involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body):

       

      (i)  a
        failure
        by the Issuer to pay (a) with respect to the Offered Notes, (1) the Class
        Monthly Interest Amount or the Group I Principal Payment Amount or the Group
        II
        Principal Payment Amount on any Payment Date, which failure
        is not cured within 3 Business Days
        or (2)
        the Class Interest Carryover Shortfall, but only, with respect to clause
        (2), to
        the extent funds are available to make such payment as provided in the Indenture
        or (b) with respect to the Class N Notes, all interest and principal due
        on the
        Class N Notes by the Final Stated Maturity Date; or

       

      (ii)  the
        failure by the Issuer on the Final Stated Maturity Date to reduce the Class
        Note
        Balance of any of the Notes to zero; or

       

      (iii)  there
        occurs a default in the observance or performance of any covenant or agreement
        of the Issuer made in the Indenture, or any representation or warranty of
        the
        Issuer made in the Indenture or in any certificate or other writing delivered
        pursuant hereto or in connection herewith proving to have been incorrect
        in any
        material respect as of the time when the same shall have been made, and such
        default shall continue or not be cured, or the circumstance or condition
        in
        respect of which such representation or warranty was incorrect shall not
        have
        been eliminated or otherwise cured, for a period of 30 days after there shall
        have been given, by registered or certified mail, to the Issuer by the Indenture
        Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
        25% of the aggregate Note Balance of the Outstanding Notes, a written notice
        specifying such default or incorrect representation or warranty and requiring
        it
        to be remedied and stating that such notice is a notice of default hereunder;
        or

       

      (iv)  there
        occurs the filing of a decree or order for relief by a court having jurisdiction
        in the premises in respect of the Issuer or any substantial part of the Trust
        in
        an involuntary case under any applicable federal or state bankruptcy, insolvency
        or other similar law now or hereafter in effect, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator or similar official
        of
        the Issuer or for any substantial part of the Trust, or ordering the winding-up
        or liquidation of the Issuer’s affairs, and such decree or order shall remain
        unstayed and in effect for a period of 60 consecutive days; or

       

      (v)  there
        occurs the commencement by the Issuer of a voluntary case under any applicable
        federal or state bankruptcy, insolvency or other similar law now or hereafter
        in
        effect, or the consent by the Issuer to the entry of an order for relief
        in an
        involuntary case under any such law, or the consent by the Issuer to the
        appointment or taking possession by a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or similar official of the Issuer or for any substantial
        part of the assets of the Trust, or the making by the Issuer of any general
        assignment for the benefit of creditors, or the failure by the Issuer generally
        to pay its debts as such debts become due, or the taking of any action by
        the
        Issuer in furtherance of any of the foregoing; or

       

      (vi)  a
        failure
        of the Trust to be wholly owned by a REIT or a Qualified REIT
        Subsidiary.

       

      “Excess
        Interest”: As to any Payment Date and the Offered Notes, the Available Funds
        remaining after the application of payments pursuant to Section 3.05(b)(iii)(1)
        through (12).

       

      “Excess
        Overcollateralization Amount”: As to any Payment Date, the lesser of (i) the
        Basic Principal Amount for such Payment Date and (ii) the excess, if any,
        of (x)
        the Overcollateralization Amount (assuming 100% of the Basic Principal Amount
        is
        paid on the Offered Notes) over (y) the Required Overcollateralization
        Amount.

       

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

       

      “Expenses”:
        The meaning specified in Section 7.02 of the Trust Agreement.

       

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

       

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

       

      “Final
        Stated Maturity Date”: The Payment Date in April 2037.

       

      “First
        Lien”: With respect to any Mortgage Loan which is a second priority lien, the
        mortgage loan relating to the corresponding Mortgaged Property having a first
        priority lien.

       

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

       

      “Fixed
        Rate Notes”: The Class AF and Class M Notes.

       

      “Fixed
        Swap Payment”: With respect to any Payment Date, a fixed amount equal to the
        product of (i) the Strike Rate, (ii) the Notional Amount (as defined in the
        Interest Rate Swap Agreement) for that Payment Date, and (iii) a fraction,
        the
        numerator of which is 30 (or, for the first Payment Date, the number of days
        elapsed from and including the effective date (as defined in the Interest
        Rate
        Swap Agreement) to but excluding the first Payment Date, determined on a
        30/360
        basis) and the denominator of which is 360.

       

      “Floating
        Swap Payment”: With respect to any Payment Date, a floating amount equal to the
        product of (i) Swap LIBOR, (ii) the Notional Amount (as defined in the Interest
        Rate Swap Agreement) for that Payment Date, and (iii) a fraction, the numerator
        of which is the actual number of days in the related calculation period and
        the
        denominator of which is 360.

       

      “Foreclosure
        Profits”: With respect to a Liquidated Mortgage Loan, the amount, if any, by
        which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii) the
        related
        Principal Balance (plus accrued and unpaid interest thereon at the applicable
        Loan Rate from the date interest was last paid (or advanced and not reimbursed)
        through the date of receipt of the final Liquidation Proceeds) of such
        Liquidated Mortgage Loan immediately prior to the final recovery of its
        Liquidation Proceeds.

       

      “Form
        8-K
        Disclosure Information”: The meaning set forth in Section 3.13(a)(iii) of the
        Servicing Agreement.

       

      “Freddie
        Mac”: Freddie Mac (also known as the Federal Home Loan Mortgage
        Corporation).

       

      “Free
        Writing Prospectus”: The
        free writing prospectus supplement, dated November 30, 2006, relating to
        the
        public offering of the Offered Notes. 

       

      “GAAP”:
        United States generally accepted accounting principles as in effect from
        time to
        time, consistently applied.

       

      “Grant”:
        Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign,
        transfer, create, and grant a lien upon and a security interest in and right
        of
        set-off against, deposit, set over and confirm pursuant to the Indenture.
        A
        Grant of the Collateral or of any other agreement or instrument shall include
        all rights, powers and options (but none of the obligations) of the granting
        party thereunder, including the immediate and continuing right to claim for,
        collect, receive and give receipt for principal and interest payments in
        respect
        of such collateral or other agreement or instrument and all other moneys
        payable
        thereunder, to give and receive notices and other communications, to make
        waivers or other agreements, to exercise all rights and options, to bring
        proceedings in the name of the granting party or otherwise, and generally
        to do
        and receive anything that the granting party is or may be entitled to do
        or
        receive thereunder or with respect thereto.

       

      “Group
        I
        Available Funds Rate”: As to any Payment Date and the Group I Notes, a rate per
        annum (adjusted for the actual number of days in the related Interest Period)
        equal to the product of (x) a fraction, expressed as a percentage, the numerator
        of which is the amount of interest received on the Group I Mortgage Loans
        during
        the related Due Period minus (i) the sum of the servicing fees and master
        servicing fees with respect to each Group I Mortgage Loan and any other amounts
        reimbursable to the Seller, Depositor, Servicer, Master Servicer, Securities
        Administrator, Owner Trustee or Indenture Trustee and (ii) an amount equal
        to
        any Net Swap Payment and Swap Termination Payment, if any, payable by the
        Trust
        (other than Swap Termination Payments resulting from a Swap Provider Trigger
        Event), and the denominator of which is the aggregate Note Balance of the
        Group
        I Notes immediately prior to such Payment Date, and (y) 12.

       

      “Group
        I
        Basis Risk Shortfall Amount”: As to any Payment Date and each class of Group I
        Notes, the sum of (a) the excess, if any, of the related Class Monthly Interest
        Amount, calculated at the lesser of (i) the sum of one-month LIBOR and the
        applicable note margin and (ii) 14.00% over the related Class Monthly Interest
        Amount for the applicable Payment Date; (b) any Group I Basis Risk Shortfall
        Amount remaining unpaid from the prior Payment Date; and (c) accrued interest
        on
        the amount in clause (b) calculated at the lesser of clause (a)(i) or (a)(ii)
        herein for the most recently ended interest Period.

       

      “Group
        I
        Notes”: Class AV Notes.

       

      “Group
        I
        Parity Amount”: For any Payment Date, the greater of (i) zero and (ii) the
        excess, if any, of (x) the aggregate Class Note Balance of the Group I Notes
        immediately prior to such Payment Date over (y) the aggregate Principal Balance
        of the Group I Mortgage Loans as of the last day of the related Due
        Period.

       

      “Group
        I
        Principal Payment Amount”: With respect to any Payment Date, the lesser of (A)
        the greatest of (1) the product of (x) the Senior Principal Payment Amount
        for
        such Payment Date and (y) a fraction, the numerator of which is the excess
        of
        (i) the aggregate Principal Balance of the Group I Mortgage Loans as of the
        first day of the related Due Period over (ii) the aggregate Principal Balance
        of
        the Group I Mortgage Loans as of the last day of the related Due Period,
        and the
        denominator of which is the excess of (i) the Pool Balance as of the first
        day
        of the related Due Period over (ii) the Pool Balance as of the last day of
        the
        related Due Period, (2) the Group I Parity Amount and (3) the excess of (i)
        the
        Senior Principal Payment Amount for such Payment Date over (ii) the aggregate
        Class Note Balance of the Group II Notes immediately prior to such Payment
        Date
        and (B) the aggregate Class Note Balance of the Group I Notes immediately
        prior
        to such Payment Date.

       

      “Group
        II
        Notes”: The Class AF Notes.

       

      “Group
        II
        Principal Payment Amount”: With respect to any Payment Date, the excess of (1)
        the Senior Principal Payment Amount for such Payment Date and (2) the Group
        I
        Principal Payment Amount for such Payment Date.

       

      “High
        Cost Home Loan”: A Mortgage Loan classified as (a) a “high cost” loan under the
        Home Ownership and Equity Protection Act of 1994, (b) a “high cost,”
“threshold,” “covered,” “predatory” or similar loan under any other applicable
        state, federal 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) or (c) a “High Cost Loan” or “Covered Loan” as defined in
        the current S&P LEVELS® Glossary.

       

      “Indemnified
        Party”: The meaning specified in Section 7.02 of the Trust
        Agreement.

       

      “Indenture”:
        The indenture dated as of March 29, 2007, among the Issuer, the Indenture
        Trustee and the Securities Administrator, relating to the Renaissance Home
        Equity Loan Trust 2007-1, Home Equity Loan Asset-Backed Notes, Series
        2007-1.

       

      “Indenture
        Trustee”: HSBC Bank USA, National Association, and its successors and assigns or
        any successor indenture trustee appointed pursuant to the terms of the
        Indenture.

       

      “Independent”:
        When used with respect to any specified Person, the Person (i) is in fact
        independent of the Issuer, any other obligor on the Notes, the Seller, the
        Servicer, the Master Servicer, the Depositor and any Affiliate of any of
        the
        foregoing Persons, (ii) does not have any direct financial interest or any
        material indirect financial interest in the Issuer, any such other obligor,
        the
        Seller, the Servicer, the Master Servicer, the Depositor or any Affiliate
        of any
        of the foregoing Persons and (iii) is not connected with the Issuer, any
        such
        other obligor, the Seller, the Servicer, the Master Servicer, the Depositor
        or
        any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
        underwriter, trustee, partner, director or person performing similar
        functions.

       

      “Independent
        Certificate”: A certificate or opinion to be delivered to the Indenture Trustee
        under the circumstances described in, and otherwise complying with, the
        applicable requirements of Section 10.01 of the Indenture, made by an
        independent appraiser or other expert appointed by an Issuer Request, and
        such
        opinion or certificate shall state that the signer has read the definition
        of
“Independent” in this Indenture and that the signer is Independent within the
        meaning thereof.

       

      “Initial
        Deposit”: $140.43.

       

      “Initial
        Note Balance”: As set forth in Section 2.02 of the Indenture.

       

      “Insurance
        Proceeds”: Proceeds paid by any insurer pursuant to any insurance policy
        covering a Mortgage Loan or Mortgaged Property, or amounts required to be
        paid
        by the Servicer pursuant to Section 3.05 of the Servicing Agreement, net
        of any
        component thereof (i) covering any expenses incurred by or on behalf of the
        Servicer in connection with obtaining such proceeds, (ii) applied to the
        restoration or repair of the related Mortgaged Property, (iii) released to
        the
        Mortgagor in accordance with the Servicer’s normal servicing procedures or (iv)
        required to be paid to any holder of a mortgage senior to such Mortgage
        Loan.

       

      “Interest
        Period”: With respect to the Adjustable Rate Notes and the Class AF-1Z Notes,
        the period from the preceding Payment Date (or in the case of the first Payment
        Date, from the Closing Date) through the day preceding the applicable Payment
        Date, calculated (i) in the case of the Adjustable-Rate Notes, on the basis
        of a
        360-day year and the actual number of days in the applicable Interest Period
        and
        (ii) in the case of the Class AF-1Z Notes and the first Payment Date, on
        the
        basis of a 360-day year and the actual number of days elapsed on a 30/360
        basis
        and for each Payment Date thereafter, on the basis of a 360-day year consisting
        of twelve 30-day months. With respect to the Fixed Rate Notes (other than
        the
        Class AF-1Z Notes) and any Payment Date, the calendar month preceding the
        month
        in which such Payment Date occurs, which such calendar month shall be deemed
        to
        have 30 days. 

       

      With
        respect to the Class N Notes and any Payment Date other than the Payment
        Date in
        April 2007, the period from and including the
        Payment Date occurring in the
        immediately
        preceding
        month and
        ending on the day
        immediately preceding such Payment Date.
        With respect to the Class
        N
        Notes
        and the Payment Date in April
        2007, the period from and including the Closing Date and ending on April
        24,
        2007. Notwithstanding
        the foregoing, each Interest Period for the Class N Notes will be calculated
        on
        the basis of a 360-day year comprised of twelve 30-day months, and, after
        the
        first Interest Period, will be deemed to be 30 days, regardless of its actual
        length.

       

      “Interest
        Rate Adjustment Date”: With respect to each adjustable-rate Mortgage Loan, the
        date or dates on which the Loan Rate is subject to adjustment in accordance
        with
        the related Mortgage Note.

       

      “Interest
        Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
        between the Swap Provider and the Trust, including any schedule, confirmations,
        credit support annex or other credit support document relating thereto, and
        attached hereto as Exhibit D.

       

      “Investment
        Company Act”: The Investment Company Act of 1940, as amended, and any amendments
        thereto.

       

      “IRS”:
        The Internal Revenue Service.

       

      “Issuer”:
        Renaissance Home Equity Loan Trust 2007-1, a Delaware statutory trust, or
        its
        successor in interest.

       

      “Issuer
        Request”: A written order or request signed in the name of the Issuer by any one
        of its Authorized Officers and delivered to the Indenture Trustee.

       

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

       

      “Lien”:
        Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment,
        participation, deposit arrangement, encumbrance, lien (statutory or other),
        preference, priority right or interest or other security agreement or
        preferential arrangement of any kind or nature whatsoever, including, without
        limitation, any conditional sale or other title retention agreement, any
        financing lease having substantially the same economic effect as any of the
        foregoing and the filing of any financing statement under the UCC (other
        than
        any such financing statement filed for informational purposes only) or
        comparable law of any jurisdiction to evidence any of the foregoing; provided,
        however, that any assignment pursuant to Section 5.04 of the Servicing Agreement
        shall not be deemed to constitute a Lien.

       

      “Lifetime
        Rate Cap”: With respect to each adjustable-rate Mortgage Loan, the maximum Loan
        Rate permitted over the life of such Mortgage Loan, as provided by the terms
        of
        the related Mortgage Note.

       

      “Liquidated
        Mortgage Loan”: As to any Payment Date, a Mortgage Loan with respect to which
        the Servicer has determined, in accordance with the servicing procedures
        specified herein as of the end of the preceding related Prepayment Period,
        that
        all Liquidation Proceeds which it expects to recover with respect to such
        Mortgage Loan (including the disposition of the related REO Property) have
        been
        received.

       

      “Liquidation
        Loan Losses”: For each Liquidated Mortgage Loan the amount, if any, by which the
        Principal Balance thereof plus accrued and unpaid interest thereon is in
        excess
        of the Net Liquidation Proceeds realized with respect thereto.

       

      “Liquidation
        Proceeds”: Proceeds (including Insurance Proceeds) received in connection with
        the liquidation of any Mortgage Loan or related REO Property, whether through
        trustee’s sale, foreclosure sale or otherwise, other than Subsequent
        Recoveries.

       

      “Loan
        Group”: Either Loan Group I or Loan Group II.

       

      “Loan
        Group I”: The Mortgage Loans identified on the Mortgage Loan Schedule as being
        part of Loan Group I.

       

      “Loan
        Group II”: The Mortgage Loans identified on the Mortgage Loan Schedule as being
        part of Loan Group II.

       

      “Loan
        Index”: With respect to each Interest Rate Adjustment Date for each
        adjustable-rate Mortgage Loan that is identified on the Mortgage Loan Schedule
        as having a LIBOR Loan Index, the average of the interbank offered rate for
        six-month U.S. dollar denominated deposits in the London Market, as determined
        according to the terms of the related Note.

       

      “Loan
        Rate”: With respect to any Mortgage Loan as of any day, the per annum rate of
        interest applicable under the related Mortgage Note to the calculation of
        interest for such day on the Principal Balance.

       

      “Maintenance”:
        With respect to any Cooperative Unit, the rent paid by the Mortgagor to the
        Cooperative Corporation pursuant to the Proprietary Lease.

       

      “Majority
        Certificateholder”: A Holder of a 50.01% or greater Certificate Percentage
        Interest of the Certificates.

       

      “Margin”:
        As to any adjustable-rate Mortgage Loan, the percentage set forth as the
        “Margin” for such Mortgage Loan on the Mortgage Loan Schedule.

       

      “Master
        Servicer”: Wells Fargo Bank, N.A., a national banking association or any
        successor thereto or any successor under the Servicing Agreement.

       

      “Master
        Servicer Event of Default”: As defined in Section 6.03 of the Servicing
        Agreement.

       

      “Master
        Servicing Fee”: As to each Payment Date and each Mortgage Loan, the monthly fee
        payable to the Master Servicer, which is calculated as an amount equal to
        the
        product of one-twelfth of the Master Servicing Fee Rate and the Principal
        Balance thereof at the beginning of the related Due Period.

       

      “Master
        Servicing Fee Rate”: For any Payment Date, 0.0110% per annum.

       

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

       

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

       

      “MERS
        Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS
        System.

       

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

       

      “Mezzanine
        Notes”: The Class M Notes.

       

      “MIN”:
        The Mortgage Identification Number for any MERS Mortgage Loan.

       

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

       

      “Monthly
        Advance”: An advance made by the Servicer or the Master Servicer pursuant to
        Section 3.15 or Section 4.13 of the Servicing Agreement,
        respectively.

       

      “Monthly
        Payment”: The scheduled monthly payment of principal and/or interest required to
        be made by a Mortgagor on the related Mortgage Loan.

       

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

       

      “Mortgage”:
        The mortgage, deed of trust or other instrument creating a first or second
        lien
        on an estate in fee simple interest in real property securing a Mortgage
        Loan.

       

      “Mortgage
        File”: The mortgage documents listed in Section 2.1 of the Mortgage Loan Sale
        and Contribution Agreement pertaining to a particular Mortgage Loan and any
        additional documents required to be added to the Mortgage File pursuant to
        the
        Mortgage Loan Sale and Contribution Agreement.

       

      “Mortgage
        Loan Sale and Contribution Agreement”: The mortgage loan sale and contribution
        agreement, dated March 29, 2007, between the Seller and the
        Depositor.

       

      “Mortgage
        Loan Schedule”: With respect to any date, the schedule of Mortgage Loans
        constituting assets of the Trust, which on the Closing Date shall be the
        schedule set forth herein as Exhibit B, which schedule sets forth as to each
        Mortgage Loan: (i) the Cut-Off Date Principal Balance, (ii) the account number,
        (iii) the original principal amount, (iv) the CLTV as of the date of the
        origination of the related Mortgage Loan, (v) the Due Date, (vi) the Loan
        Rate
        as of the Cut-Off Date, (vii) the first date on which a Monthly Payment is
        or
        was due under the Mortgage Note, (viii) the original stated maturity date
        of the
        Mortgage Note and if the Mortgage Loan is a Balloon Loan, the amortization
        terms, (ix) the remaining number of months to maturity as of the Cut-Off
        Date,
        (x) the state in which the related Mortgaged Property is situated, (xi) the
        type
        of property, (xii) the lien status, (xiii) whether the Mortgage Loan is a
        MERS
        Mortgage Loan and, if so, its corresponding MIN, (xiv) the applicable Loan
        Group
        and (xv) with respect to each adjustable-rate Mortgage Loan, (a) the Periodic
        Rate Cap, (b) the Margin, (c) the Lifetime Rate Cap and (d) the next Interest
        Rate Adjustment Date after the Cut-Off Date. The Seller shall indicate to
        the
        Indenture Trustee, Master Servicer and Securities Administrator which Mortgage
        Loans, if any, are Cooperative Loans. The Mortgage Loan Schedule will be
        amended
        by the Seller from time to time to reflect the substitution of an Eligible
        Substitute Mortgage Loan for a Defective Mortgage Loan from time to time
        hereunder.

       

      “Mortgage
        Loans”: The mortgage loans that are transferred and assigned to the Indenture
        Trustee, on behalf of the Trust, on the Closing Date, together with the Related
        Documents, and are held by the Custodian on behalf of the Indenture Trustee
        as a
        part of the Trust, exclusive of Mortgage Loans that are transferred to the
        Seller or the Servicer, as the case may be, from time to time pursuant to
        Section 2.1(f) or 3.2 of the Mortgage Loan Sale and Contribution Agreement
        or
        Section 3.16 of the Servicing Agreement, such mortgage loans originally so
        held
        being identified in the Mortgage Loan Schedule, set forth on Exhibit B hereto,
        delivered on the Closing Date.

       

      “Mortgage
        Note”: With respect to a Mortgage Loan, the note pursuant to which the related
        mortgagor agrees to pay the indebtedness evidenced thereby which is secured
        by
        the related Mortgage.

       

      “Mortgaged
        Property”: The underlying property, including real property and improvements
        thereon, securing a Mortgage Loan, which, with respect to a Cooperative Loan,
        is
        the related Cooperative Shares and Proprietary Lease.

       

      “Mortgagor”:
        The obligor or obligors under a Mortgage Note.

       

      “Net
        Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan, Liquidation
        Proceeds, net of unreimbursed Servicing Fees, Master Servicing Fees, Servicing
        Advances and Monthly Advances with respect thereto.

       

      “Net
        Swap
        Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
        the Fixed Swap Payment over (y) the Floating Swap Payment and in the case
        of
        payments made by the Swap Provider, the excess, if any, of (x) the Floating
        Swap
        Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
        shall not be less than zero.

       

      “Ninety
        Day Delinquency Rate”: As to any Payment Date, the percentage equivalent of a
        fraction, the numerator of which is the aggregate Principal Balances of (a)
        Mortgage Loans that are ninety (90) or more days delinquent as of the last
        day
        of the related Prepayment Period, (b) all REO Property and (c) Mortgage Loans
        in
        foreclosure or in bankruptcy and the denominator of which is the Pool Balance
        as
        of the last day of the related Due Period.

       

      “Nonrecoverable
        Advances”: With respect to any Mortgage Loan, (i) any Servicing Advance or
        Monthly Advance previously made and not reimbursed pursuant to Section 3.03(ii)
        or Section 4.13 of the Servicing Agreement or (ii) a Servicing Advance or
        Monthly Advance proposed to be made in respect of a Mortgage Loan or REO
        Property which, in the good faith business judgment of the Servicer or the
        Master Servicer, as applicable, as evidenced by an Officer’s Certificate
        delivered to the Seller, the Master Servicer, the Securities Administrator
        and
        the Indenture Trustee no later than the Business Day following such
        determination, would not be ultimately recoverable pursuant to Section 3.03(ii)
        or Section 4.13 of the Servicing Agreement.

       

      “Note”:
        Any Offered Note or Class N Note.

       

      “Note
        Balance”: As of any date of determination, the aggregate Class Note Balance of
        the Offered Notes or the Class N Notes, as applicable.

       

      “Note
        Group”: Either the Group I or the Group II Notes.

       

      “Note
        Index”: The rate for one month United States dollar deposits quoted on Telerate
        Page 3750 as of 11:00 A.M., London time, on the second LIBOR Business Day
        prior
        to the first day of any Interest Period relating to the Adjustable Rate Notes.
        “Telerate Page 3750” means the display designated as page 3750 on Bridge
        Telerate Service (or such other page as may replace page 3750 on that service
        for the purpose of displaying London interbank offered rates of major banks).
        If
        such rate does not appear on such page or such other page as may replace
        that
        page on that service (or if such service is no longer offered, such other
        service for displaying LIBOR or comparable rates as may be reasonably selected
        by the Securities Administrator after consultation with the Seller), the
        rate
        will be the Reference Bank Rate. If no such quotations can be obtained and
        no
        Reference Bank Rate is available, the Note Index will be the Note Index
        applicable to the preceding Payment Date. On the second LIBOR Business Day
        immediately preceding each Payment Date, the Securities Administrator shall
        determine the Note Index for the Interest Period commencing on such Payment
        Date
        and inform the Seller and the Servicer of such rate.

       

      “Note
        Margin”: As to any Adjustable Rate Note, the respective amount set forth
        below:

       

      
        	
                        
                         
                  Class           
                       

              	
                                          
                            Note
                  Margin                                    
                   

              
	 	
                (1)

              	
                (2)

              
	
                              
Class
                  AV-1

              	
                0.130%

              	
                0.260%

              
	
                               Class
                  AV-2

              	
                0.230%

              	
                0.460%

              
	
                               Class
                  AV-3

              	
                0.340%

              	
                0.680%

              


      

                      __________

                      (1) On
        or
        before the Optional Redemption Date.

                      (2) After
        the
        Optional Redemption Date.

       

      “Note
        Owner”: The Person who is the beneficial owner of a Book-Entry
        Note.

       

      “Note
        Rate”: The Note Rate for any Interest Period with respect to the Adjustable-Rate
        Notes, will equal the lesser of (a) the sum of the Note Index and the Note
        Margin, (b) 14.00%, and (c) the Group
        I
        Available Funds Rate.
        The
        Note Rate for any Interest Period with respect to the Fixed-Rate Notes, will
        equal the applicable fixed interest rate listed in the table below.

       

      As
        to any
        Class of Fixed-Rate Notes, the respective per annum rate set forth or described
        below:

       

      
        	
                                         
                  Class                         
                  

              	
                                         
                  Rate                         
                  

              
	
                Class
                  AF-1

              	
                5.742%
                  per annum(1)

              
	
                Class
                  AF-1A

              	
                5.721%
                  per annum(1)

              
	
                Class
                  AF-1B

              	
                5.784%
                  per annum(1)

              
	
                Class
                  AF-1Z

              	
                5.345%
                  per annum(1)

              
	
                Class
                  AF-2

              	
                5.512%
                  per annum(1)

              
	
                Class
                  AF-3

              	
                5.612%
                  per annum(1)

              
	
                Class
                  AF-4

              	
                5.761%
                  per annum(1)

              
	
                Class
                  AF-5

              	
                5.909%
                  per annum(1)

              
	
                Class
                  AF-6

              	
                5.710%
                  per annum(1)

              
	
                Class
                  M-1

              	
                5.843%
                  per annum(1)

              
	
                Class
                  M-2

              	
                6.042%
                  per annum(1)

              
	
                Class
                  M-3

              	
                6.141%
                  per annum(1)

              
	
                Class
                  M-4

              	
                6.438%
                  per annum(1)

              
	
                Class
                  M-5

              	
                6.884%
                  per annum(1)

              
	
                Class
                  M-6

              	
                7.427%
                  per annum(1)

              
	
                Class
                  M-7

              	
                7.500%
                  per annum(1)

              
	
                Class
                  M-8

              	
                7.500%
                  per annum(1)

              
	
                Class
                  M-9

              	
                7.500%
                  per annum(1)

              
	
                Class
                  N

              	
                9.793%
                  per annum(1)

              


      

      
        	 	
                _________________

              	 


      

      (1) As
        to (i)
        any Payment Date on or before the Optional Redemption Date, the fixed rate
        of
        interest shown above and (ii) any Payment Date after the Optional Redemption
        Date, the sum of the fixed interest rate shown above and 0.50%.

       

      “Note
        Register and Note Registrar”: The register maintained and the registrar
        appointed pursuant to Section 4.02.

       

      “Noteholder
        or Holder”: The Person in whose name a Note is registered in the Note Register,
        except that, solely for the purpose of giving any consent, direction, waiver
        or
        request pursuant to this Indenture, (x) any Note registered in the name of
        the
        Seller or the Depositor or any Person known to a Responsible Officer to be
        an
        Affiliate of the Seller or the Depositor and (y) any Note for which the Seller
        or the Depositor or any Person known to a Responsible Officer to be an Affiliate
        of the Seller or the Depositor is the Note Owner or Holder shall be deemed
        not
        to be outstanding (unless to the knowledge of a Responsible Officer (i) the
        Seller or such Affiliate is acting as trustee or nominee for a Person who
        is not
        an Affiliate of such Seller or the Depositor and who makes the voting decision
        with respect to such Notes or (ii) the Seller or the Depositor or such Affiliate
        is the Note Owner or Holder of all the Notes of a Class, but only with respect
        to the Class as to which the Seller or the Depositor or such Affiliate owns
        all
        the Notes) and the Percentage Interest evidenced thereby shall not be taken
        into
        account in determining whether the requisite amount of Percentage Interests
        necessary to effect any such consent, direction, waiver or request has been
        obtained.

       

      “OC
        Floor”: An amount equal to 0.50% of the Cut-Off Date Pool Balance.

       

      “Offered
        Notes”: The Senior Notes and the Mezzanine Notes.

       

      “Officer’s
        Certificate”: A certificate signed by the President, an Executive Vice
        President, a Senior Vice President, a First Vice President, a Vice President,
        Assistant Vice President, the Treasurer, Assistant Treasurer, Assistant
        Secretary, Controller or Assistant Controller of the Servicer or the Master
        Servicer and delivered to the Indenture Trustee, the Master Servicer, the
        Securities Administrator or the Custodian. With respect to the Issuer, a
        certificate signed by any Authorized Officer of the Issuer.

       

      “Opinion
        of Counsel”: A written opinion of counsel reasonably acceptable to the Indenture
        Trustee and the Securities Administrator, who may be in-house counsel for
        the
        Servicer, the Master Servicer, the Depositor or the Seller and who, in the
        case
        of opinions delivered to each Rating Agency, is reasonably acceptable to
        it.

       

      “Optional
        Redemption Date”: The Payment Date following the Due Period at the end of which
        the Pool Balance is less than 10% of the Cut-Off Date Pool Balance.

       

      “Originator”:
        Delta Funding Corporation, a New York corporation, or any successor
        thereto.

       

      “Outstanding”:
        With respect to the Notes, as of the date of determination, all Notes
        theretofore executed, authenticated and delivered under this Indenture
        except:

       

      (i) Notes
        theretofore canceled by the Note Registrar or delivered to the Securities
        Administrator for cancellation; and

       

      (ii) Notes
        in
        exchange for or in lieu of which other Notes have been executed, authenticated
        and delivered pursuant to the Indenture unless proof satisfactory to the
        Securities Administrator is presented that any such Notes are held by a holder
        in due course;

       

      “Outstanding
        Class Interest Carryover Shortfall”: As to any Class of Offered Notes and any
        Payment Date, the amount of Class Interest Carryover Shortfall for such Payment
        Date.

       

      “Overcollateralization
        Amount”: As to any Payment Date, the excess, if any, of (i) the Pool Balance as
        of the end of the related Due Period over (ii) the aggregate Class Note Balance
        of the Offered Notes after giving effect to the payment of the Principal
        Payment
        Amount on such Payment Date.

       

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

       

      “Owner
        Trust”: The corpus of the Issuer created by the Trust Agreement which consists
        of items referred to in Section 3.01 of the Trust Agreement.

       

      “Owner
        Trustee”: Wilmington Trust Company, acting not in its individual capacity but
        solely as Owner Trustee, and its successors and assigns or any successor
        owner
        trustee appointed pursuant to the terms of the Trust Agreement.

       

      “Paying
        Agent”: Any paying agent appointed pursuant to Section 3.03 of the
        Indenture.

       

      “Payment
        Account”: The account established and maintained by the Securities Administrator
        pursuant to Section 3.01. The Payment Account shall be an Eligible
        Account.

       

      “Payment
        Date”: The 25th
        day of
        each month, or, if such day is not a Business Day, then the next Business
        Day,
        beginning in April 2007.

       

      “Percentage
        Interest”: With respect to any Note, the percentage obtained by dividing the
        Class Note Balance of such Note by the aggregate Class Note Balances of all
        Notes of that Class. With respect to any Note, the percentage as stated on
        the
        face thereof.

       

      “Periodic
        Rate Cap”: With respect to each adjustable-rate Mortgage Loan with respect to
        which the related Mortgage Note provides for a periodic rate cap, the maximum
        percentage increase or decrease in the Loan Rate permitted for such Mortgage
        Loan over the Loan Rate in effect as of an Interest Rate Adjustment Date,
        as set
        forth on the Mortgage Loan Schedule.

       

      “Person”:
        Any individual, 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.

       

      “Plan
        Assets”: Assets of a Plan within the meaning of Department of Labor regulation
        29 C.F.R. § 2510.3-101.

       

      “Pool
        Balance”: With respect to any date of determination, the aggregate Principal
        Balance of the Mortgage Loans as of the applicable date.

       

      “Prepayment
        Charge”: As to a Mortgage Loan, any charge to be paid by a Mortgagor in
        connection with certain partial prepayments and all prepayments in full made
        during the related Prepayment Charge Period, the Prepayment Charges with
        respect
        to each applicable Mortgage Loan so held by the Trust being identified in
        the
        Prepayment Charge Schedule (other than any Prepayment Charge Payment
        Amount).

       

      “Prepayment
        Charge Payment Amount”: The amounts payable by the Seller or the Servicer, as
        the case may be, pursuant to Section 3.1 of the Mortgage Loan Sale and
        Contribution Agreement and Section 3.21 of the Servicing Agreement.

       

      “Prepayment
        Charge Period”: As to any Mortgage Loan, the period of time, if any, during
        which a Prepayment Charge may be imposed.

       

      “Prepayment
        Charge Schedule”: As of any date, the list of Mortgage Loans subject to
        Prepayment Charges included in the Trust on such date, attached hereto as
        Exhibit B (including the prepayment charge summary attached thereto). The
        Prepayment Charge Schedule shall set forth the following information with
        respect to each such Mortgage Loan subject to a Prepayment Charge:

       

      (i)  the
        Mortgage Loan account number;

       

      (ii)  a
        code
        indicating the type of Prepayment Charge;

       

      (iii)  the
        first
        date on which a Monthly Payment is or was due under the related Mortgage
        Note;

       

      (iv)  the
        original term of the Prepayment Charge;

       

      (v)  the
        Cut-Off Date Principal Balance of the related Mortgage Loan; and

       

      (vi)  the
        remaining term of the Prepayment Charge.

       

      The
        Prepayment Charge Schedule shall be amended by the Seller and delivered to
        the
        Indenture Trustee, the Securities Administrator, the Master Servicer and
        the
        Servicer from time to time in accordance with the provisions of the Mortgage
        Loan Sale and Contribution Agreement, and the Indenture Trustee, the Securities
        Administrator, the Master Servicer and the Servicer shall have no responsibility
        to recalculate or otherwise review the information set forth
        therein.

       

      “Prepayment
        Interest Shortfall”: With respect to any Payment Date, for each Mortgage Loan
        that was the subject during the related Prepayment Period of a voluntary
        Principal Prepayment (other than Principal Prepayments in full that occur
        during
        the portion of the related Prepayment Period that is in the same calendar
        month
        as the Payment Date), an amount equal to the excess, if any, of (i) 30 days
        of
        accrued interest on the Principal Balance of such Mortgage Loan at the Loan
        Rate
        (or at such lower rate as may be in effect for such Mortgage Loan pursuant
        to
        application of the Civil Relief Act), net of the Servicing Fee Rate (which
        shall
        constitute payment of the Servicing Fee with respect to such Mortgage Loan),
        with respect to the Servicer’s obligation in respect of any Prepayment Interest
        Shortfall and net of the Master Servicing Fee Rate (which shall constitute
        payment of the Master Servicing Fee with respect to such Mortgage Loan),
        with
        respect to the Master Servicer’s obligation in respect of any Prepayment
        Interest Shortfall, over (ii) the amount of interest actually remitted by
        the
        Mortgagor in connection with such Principal Prepayment.

       

      “Prepayment
        Period”: With respect to any Payment Date and any Principal Prepayment in full,
        the period from the 16th
        day of
        the calendar month preceding the month in which such Payment Date occurs
        (or in
        the case of the first Payment Date, from the related Cut-off Date) through
        the
        15th
        day of
        the month in which such Payment Date occurs. With respect to any Payment
        Date
        and any Curtailment, the calendar month preceding such Payment
        Date.

       

      “Principal
        Balance”: With respect to any date and as to any Mortgage Loan, other than a
        Liquidated Mortgage Loan, the related Cut-Off Date Principal Balance, minus
        all
        collections credited against the Cut-Off Date Principal Balance of such Mortgage
        Loan, as of such date. For purposes of this definition, a Liquidated Mortgage
        Loan shall be deemed to have a Principal Balance equal to the Principal Balance
        of the related Mortgage Loan immediately prior to the final recovery of related
        Liquidation Proceeds and a Principal Balance of zero thereafter.

       

      “Principal
        Payment Amount”: With respect to any Payment Date, the lesser of (1) the
        aggregate Class Note Balance of the Offered Notes immediately preceding such
        Payment Date and (2) the sum of (x) the Aggregate Principal Amount for such
        Payment Date minus the Excess Overcollateralization Amount, if any, for such
        Payment Date and (y) the Subordination Increase Amount, if any, for such
        Payment
        Date. On the first Payment Date, the Principal Payment Amount will also include
        the Initial Deposit.

       

      “Principal
        Prepayment”: Any payment or other recovery of principal on a Mortgage Loan equal
        to the outstanding principal balance thereof, received in advance of the
        final
        scheduled Due Date which is intended to satisfy a Mortgage Loan in full (without
        regard to any Prepayment Charge that may have been collected by the Servicer
        in
        connection with such payment of principal).

       

      “Proceeding”:
        Any suit in equity, action at law or other judicial or administrative
        proceeding.

       

      “Proprietary
        Lease”: With respect to any Cooperative Unit, a lease or occupancy agreement
        between a Cooperative Corporation and a holder of related Cooperative
        Shares.

       

      “Prospectus”:
        The base prospectus of the Depositor dated March 8, 2007.

       

      “Prospectus
        Supplement”: The prospectus supplement dated March 13, 2007 relating to the
        offering of the Offered Notes.

       

      “Purchase
        Price”: As to any Mortgage Loan repurchased on any date pursuant to Section
        2.1(f) or 3.1 of the Mortgage Loan Sale and Contribution Agreement or Section
        3.16 of the Servicing Agreement, an amount equal to the sum of (i) the unpaid
        Principal Balance thereof, (ii) the greater of (a) all unpaid accrued interest
        thereon to the end of the Due Period preceding the Payment Date on which
        such
        Purchase Price is included in Available Funds and (b) thirty (30) days’ interest
        thereon, computed at the applicable Loan Rate; provided, however, that if
        the
        purchaser is the Servicer, the amount described in clause (ii) shall be computed
        at the Loan Rate net of the Servicing Fee Rate (which shall constitute payment
        of the Servicing Fee with respect to such Mortgage Loan), (iii) if the purchaser
        is the Seller, (x) any unreimbursed Servicing Advances with respect to such
        Mortgage Loan and (y) expenses reasonably incurred or to be incurred by the
        Servicer, the Master Servicer, the Securities Administrator, the Trust or
        the
        Indenture Trustee in respect of the breach or defect giving rise to the purchase
        obligation, including costs due to any violations of any predatory or abusive
        lending law and (iv) the amount of any penalties, fines, forfeitures, legal
        fees
        and related costs, judgments and any other costs, fees and expenses incurred
        by
        or imposed on the Indenture Trustee, the Servicer, the Master Servicer, the
        Securities Administrator or the Trust or with respect to which any of them
        are
        liable arising from a breach by the Seller of its representations and warranties
        in the Mortgage Loan Sale and Contribution Agreement.

       

      “Qualified
        REIT Subsidiary”: A qualified REIT subsidiary within the meaning of Section
        856(i)(2) of the Code.

       

      “Rating
        Agency”: Initially Moody’s and S&P, and their successors and assigns. If
        such agency or a successor is no longer in existence, “Rating Agency” shall
        include such other statistical credit rating agency, or other comparable
        Person,
        designated by the Depositor, notice of which designation shall be given to
        the
        Indenture Trustee and the Securities Administrator. References herein to
        the
        highest short term unsecured rating category of a Rating Agency shall mean
“A-1”
or better in the case of S&P and “P-1” or better in the case of Moody’s.
        References herein to the highest long-term rating category of a Rating Agency
        shall mean “AAA” in the case of S&P and “Aaa” in the case of
        Moody’s.

       

      “Recognition
        Agreement”: With respect to any Cooperative Loan, an agreement between the
        Cooperative Corporation and the originator of such Mortgage Loan, which
        establishes the rights of such originator in the Cooperative
        Property.

       

      “Record
        Date”: As to the Fixed Rate Notes (other than the Class AF-1Z Notes) and any
        Payment Date, the last Business Day of the month immediately preceding the
        month
        in which the related Payment Date occurs. As to the Adjustable Rate Notes,
        the
        Class AF-1Z Notes and Class N Notes and any Payment Date, the Business Day
        preceding such Payment Date (except in the case of the first Payment Date,
        for
        which the Record Date shall be the Closing Date); provided, however, that
        if the
        Adjustable Rate Notes, the Class AF-1Z Notes or the Class N Notes are no
        longer
        Book-Entry Notes, the “Record Date” shall be the last Business Day of the month
        immediately preceding the month in which the related Payment Date
        occurs.

       

      “Redemption
        Price”: As defined in Section 8.07 of the Indenture.

       

      “Reference
        Bank Rate”: As to any Interest Period relating to the Adjustable Rate Notes as
        follows: the arithmetic mean (rounded upwards, if necessary, to the nearest
        one
        sixteenth of a percent) of the offered rates for United States dollar deposits
        for one month which are offered by the Reference Banks as of 11:00 A.M.,
        London
        time, on the second LIBOR Business Day prior to the first day of such Interest
        Period to prime banks in the London interbank market for a period of one
        month
        in amounts approximately equal to the aggregate Class Note Balance of the
        Adjustable Rate Notes; provided that at least two such Reference Banks provide
        such rate. If fewer than two offered rates appear, the Reference Bank Rate
        will
        be the arithmetic mean of the rates quoted by one or more major banks in
        New
        York City, selected by the Securities Administrator after consultation with
        the
        Seller, as of 11:00 A.M., New York City time, on such date for loans in U.S.
        Dollars to leading European Banks for a period of one month in amounts
        approximately equal to the aggregate Class Note Balance of the Adjustable
        Rate
        Notes. If no such quotations can be obtained, the Reference Bank Rate shall
        be
        the Reference Bank Rate applicable to the preceding Interest
        Period.

       

      “Reference
        Banks”: Three major banks that are engaged in the London interbank market,
        selected by the Seller after consultation with the Securities
        Administrator.

       

      “Registered
        Holder”: The Person in whose name a Note is registered in the Note Register on
        the applicable Record Date.

       

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

       

      “Regulation S”:
        Regulation S promulgated under the Securities Act or any successor
        provision thereto, in each case as the same may be amended from time to time;
        and all references to any rule, section or subsection of, or definition or
        term
        contained in, Regulation S means such rule, section, subsection, definition
        or term, as the case may be, or any successor thereto, in each case as the
        same
        may be amended from time to time.

       

      “Regulation
        S Global Security”: The meaning specified in Section 4.06(b).

       

      “Related
        Documents”: With respect to each Mortgage Loan, the documents specified in
        Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement and any
        documents required to be added to such documents pursuant to the Mortgage
        Loan
        Sale and Contribution Agreement, the Trust Agreement, Indenture or the Servicing
        Agreement.

       

      “Released
        Mortgaged Property Proceeds”: As to any Mortgage Loan, proceeds received by the
        Servicer in connection with (a) a taking of an entire Mortgaged Property
        by
        exercise of the power of eminent domain or condemnation or (b) any release
        of
        part of the Mortgaged Property from the lien of the related Mortgage, whether
        by
        partial condemnation, sale or otherwise, which are not released to the Mortgagor
        in accordance with applicable law and mortgage servicing standards the Servicer
        would use in servicing mortgage loans for its own account and the Servicing
        Agreement.

       

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

       

      “REO
        Property”: A Mortgaged Property that is acquired by the Servicer or the Master
        Servicer on behalf of the Trust in foreclosure or by deed in lieu of
        foreclosure.

       

      “Reportable
        Event”: The meaning set forth in Section 3.13(a)(iii) of the Servicing
        Agreement.

       

      “Reporting
        Servicer”: As set forth in Section 3.13(a)(iv) of the Servicing
        Agreement.

       

      “Required
        Overcollateralization Amount”: With respect to any Payment Date (a) prior to the
        Stepdown Date, the product of (x) 3.55% and (y) the Cut-Off Date Pool Balance
        and (b) on and after the Stepdown Date, the greater of (1) the lesser of
        (x) the
        product of 3.55% and the Cut-Off Date Pool Balance and (y) the product of
        7.10%
        and the Pool Balance as of the end of the related Due Period and (2) the
        OC
        Floor.

       

      Notwithstanding
        the foregoing, on each Payment Date during the continuance of (a) a Delinquency
        Event (whether or not a Cumulative Loss Event is continuing), the Required
        Overcollateralization Amount will equal the Required Overcollateralization
        Amount in effect as of the immediately preceding Payment Date or (b) a
        Cumulative Loss Event (and a Delinquency Event is not then continuing), the
        Required Overcollateralization Amount will equal the lesser of (x) the Required
        Overcollateralization Amount in effect as of the immediately preceding Payment
        Date and (y) the product of 14.20% and the Pool Balance as of the end of
        the
        related Due Period; but the Required Overcollateralization Amount will never
        be
        less than the OC Floor.

       

      “Residential
        Dwelling”: A one- to five-family dwelling, a five- to eight-family dwelling, a
        mixed use property, a unit in a planned unit development, a unit in a
        condominium development, a townhouse, a unit in a cooperative or a mobile
        home
        treated as real property under local law.

       

      “Responsible
        Officer”: When used with respect to the Securities Administrator, any officer
        assigned to the corporate trust group (or any successor thereto), including
        any
        executive vice president, senior vice president, first vice president, vice
        president, assistant vice president, controller, assistant controller, trust
        officer, any assistant secretary, any trust officer or any other officer
        of the
        Trustee customarily performing functions similar to those performed by any
        of
        the above designated officers and having direct responsibility for the
        administration of this Agreement. When used with respect to the Indenture
        Trustee, any officer in the Corporate Trust Office with direct responsibility
        for the administration of the Basic Documents. When used with respect to
        the
        Depositor, the Seller, the Master Servicer or Servicer, the President or
        any
        Vice President, Assistant Vice President or any Secretary or Assistant
        Secretary.

       

      “Restricted
        Global Security”: The meaning specified in Section 4.06(b).

       

      “Rule
        144A”: Rule 144A under the 1933 Act.

       

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

       

      “SAIF”:
        The Savings Association Insurance Fund, as from time to time constituted,
        created under the Financial Institutions Reform, Recovery and Enhancement
        Act of
        1989, or, if at any time after the execution of this Agreement the Savings
        Association Insurance Fund is not existing and performing duties now assigned
        to
        it, the body performing such duties on such date.

       

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

       

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

       

      “Securities
        Administrator”: Wells Fargo Bank, N.A., a national banking association or any
        successor thereto or any successor hereunder.

       

      “Securities
        Administrator Information”: As defined in Section 3.13 of the Servicing
        Agreement.

       

      “Security
        Agreement”: With respect to any Cooperative Loan, the agreement between the
        owner of the related Cooperative Shares and the originator of the related
        Mortgage Note, which defines the terms of the security interest in such
        Cooperative Shares and the related Proprietary Lease.

       

      “Seller”:
        Renaissance REIT Investment Corp.

       

      “Senior
        Note”: Any Class AV Note or Class AF Note.

       

      “Senior
        Noteholder”: The Holder of a Senior Note.

       

      “Senior
        Enhancement Percentage”: As to any Payment Date, the percentage equivalent of a
        fraction, the numerator of which is the sum of (i) the aggregate Class Note
        Balances of the Mezzanine Notes and (ii) the Overcollateralization Amount
        (in
        each case, on the prior Payment Date) and the denominator of which is the
        Pool
        Balance as of the last day of the prior Due Period.

       

      “Senior
        Principal Payment Amount”: With respect to (a) any Payment Date prior to the
        Stepdown Date or during the continuation of a Delinquency Event, the lesser
        of
        (1) 100% of the Principal Payment Amount and (2) the aggregate Class Note
        Balance of the Senior Notes immediately prior to such Payment Date, and (b)
        any
        other Payment Date, an amount equal to the lesser of (1) the Principal Payment
        Amount and (2) the excess, if any, of (x) the aggregate Class Note Balance
        of
        the Senior Notes immediately prior to the applicable Payment Date over (y)
        the
        lesser of (A) 69.60% of the Pool Balance as of the last day of the related
        Due
        Period minus the Subordination Required Overcollateralization Amount for
        such
        Payment Date and (B) the Pool Balance as of the last day of the related Due
        Period minus the OC Floor.

       

      “Servicer”:
        Ocwen Loan Servicing, LLC, or any successor thereto or any successor
        hereunder.

       

      “Servicer
        Event of Default”: As defined in Section 6.01 of the Servicing
        Agreement.

       

      “Servicer
        Information”: As defined in Section 3.13 of the Servicing
        Agreement.

       

      “Servicer
        Reimbursement Amount”: As defined in Section 3.20 of the Servicing
        Agreement.

       

      “Servicer
        Termination Test”: The Servicer Termination Test is failed if either (x)
        Cumulative Net Losses for the Mortgage Loans exceed 5.10% of the aggregate
        Original Class Note Balance of the Offered Notes or (y) the most recent Three
        Month 90-Day Delinquency Rate exceeds 30%.

       

      “Servicing
        Advances”: All reasonable and customary “out of pocket” costs and expenses
        incurred prior to, on or after the Cut-Off Date in the performance by the
        Servicer of its servicing obligations under the Servicing Agreement, including,
        but not limited to, the cost of (i) the preservation, restoration and protection
        of the Mortgaged Property, (ii) any enforcement or judicial proceedings,
        including foreclosures and any litigation related to a Mortgage Loan, (iii)
        the
        management and liquidation of the REO Property, including reasonable fees
        paid
        to any independent contractor in connection therewith, (iv) compliance with
        the
        obligations under Section 3.04, 3.06 or 3.19 of the Servicing Agreement,
        (v)
        refunding to any mortgagor such prepaid origination fees and/or finance charges
        that are subject to reimbursement upon a principal prepayment of the related
        Mortgage Loan to the extent such reimbursement is required by applicable
        law,
        (vi) in connection with the liquidation of a Mortgage Loan, expenditures
        relating to the purchase or maintenance of the First Lien pursuant to Section
        3.17 of the Servicing Agreement, all of which reasonable and customary
        out-of-pocket costs and expenses are reimbursable to the Servicer to the
        extent
        provided in Sections 3.03(ii) and (vi) and 3.06 of the Servicing Agreement
        and
        (vii) 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) not customarily processed internally by servicers in the
        servicing industry reasonably necessary for the Servicer to perform its
        obligations under the Servicing Agreement.

       

      “Servicing
        Agreement”: The Servicing Agreement dated as of March 29, 2007, among the Master
        Servicer, the Servicer, the Issuer, the Indenture Trustee and the Securities
        Administrator.

       

      “Servicing
        Certificate”: A certificate completed and executed by a Servicing Officer on
        behalf of the Servicer.

       

      “Servicing
        Compensation”: The Servicing Fee and other amounts to which the Servicer is
        entitled pursuant to Section 3.08 of the Servicing Agreement.

       

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

       

      “Servicing
        Fee”: As to each Payment Date and each Mortgage Loan, the monthly fee payable
        to
        the Servicer, which is calculated as an amount equal to the product of
        one-twelfth of the Servicing Fee Rate and the Principal Balance thereof at
        the
        beginning of the related Due Period.

       

      “Servicing
        Fee Rate”: For any Payment Date, 0.50% per annum, which shall not exceed 0.50%
        per annum upon the Optional Redemption of the Notes and shall survive the
        termination of the Servicing Agreement.

       

      “Servicing
        Function Participant”: Any Sub-Servicer, Subcontractor or any other Person,
        other than the Servicer, the Master Servicer, the Trustee, the Custodian
        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 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 to the Indenture
        Trustee, the Master Servicer and the Securities Administrator by the Servicer,
        as such list may be amended from time to time.

       

      “Servicing
        Rights Owner”: The Servicer or an Affiliate of the Servicer that has acquired or
        may acquire ownership of the servicing rights associated with the servicing
        rights and obligations under the Servicing Agreement.

       

      “Servicing
        Rights Pledgee”: As defined in Section 5.04 of the Servicing
        Agreement.

       

      “Servicing
        Transfer Costs”: All reasonable costs and expenses incurred by the Successor
        Servicer or the Successor Master Servicer in connection with the transfer
        of
        servicing from a predecessor Servicer or the transfer of master servicing
        from
        the predecessor Master Servicer, as applicable, including, without limitation,
        any reasonable costs or expenses associated with the complete transfer of
        all
        electronic servicing data and the completion, correction or manipulation
        of such
        electronic servicing data as may be required by the successor to correct
        any
        errors or insufficiencies in the servicing data or otherwise to enable the
        successor to service or master service, as applicable, the Mortgage Loans
        properly and effectively.

       

      “Significance
        Percentage”: The percentage equivalent of a fraction, the numerator of which is
        the net present value of the estimated future amounts payable under the Interest
        Rate Swap Agreement and the denominator of which is the aggregate Certificate
        Principal Balance of the Class A and Mezzanine Notes on such Distribution
        Date
        (after giving effect to all distributions on such Payment Date), in each
        case as
        determined pursuant to the Interest Rate Swap Agreement.

       

      “Sixty
        Day Delinquency Rate”: As to any Payment Date, the percentage equivalent of a
        fraction, the numerator of which is the aggregate Principal Balance of (a)
        Mortgage Loans that are 60 or more days delinquent, (b) Mortgage Loans that
        are
        60 or more days delinquent and in bankruptcy or foreclosure and (c) all REO
        Property, in each case, as of the last day of the preceding month, and the
        denominator of which is the Pool Balance as of the last day of the related
        Due
        Period.

       

      “Statutory
        Trust Statute”: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §§3801
        et seq., as the same may be amended from time to time.

       

      “Stepdown
        Date”: The earlier to occur of (x) the first Payment Date after the Payment Date
        on which the aggregate Class Note Balance of the Senior Notes is reduced
        to zero
        and (y) the later to occur of (A) the Payment Date in April 2010 and (B)
        the
        first Payment Date on which the Senior Enhancement Percentage (calculated
        for
        this purpose only after taking into account payments of principal on the
        mortgage loans, but prior to payment of the Principal Payment Amount to the
        Offered Notes then entitled to payments of principal on such Payment Date),
        is
        at least equal to 37.10%.

       

      “Stepped
        Fixed Rate Loan”: A Mortgage Loan having a fixed rate throughout its term, and a
        thirty year maturity without a balloon payments that is comprised of a fixed
        monthly payment based on an amortization greater than thirty years during
        the
        first ten years of such Mortgage Loan’s term and a fixed monthly payment based
        on a twenty year amortization during the next twenty years of such Mortgage
        Loan’s term.

       

      “Strike
        Rate”: 4.965% per annum.

       

      “Subcontractor”:
        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 with respect to Mortgage Loans
        under
        the direction or authority of the Servicer (or a Sub-Servicer of the Servicer),
        the Master Servicer, the Trustee, the Custodian or the Securities
        Administrator.

       

      “Subordination
        Deficiency”: As to any Payment Date, the excess, if any, of (i) the Required
        Overcollateralization Amount for such Payment Date over (ii) the
        Overcollateralization Amount for such Payment Date after giving effect to
        the
        payment of the Aggregate Principal Amount on such Payment Date.

       

      “Subordination
        Increase Amount”: As to any Payment Date, the lesser of (i) the Subordination
        Deficiency and (ii) the Excess Interest.

       

      “Subordination
        Required Overcollateralization Amount”: As to any Payment Date on which a
        Delinquency Event does not exist, the Required Overcollateralization Amount
        without giving effect to the OC Floor calculation. As to any other Payment
        Date,
        the Required Overcollateralization Amount.

       

      “Subsequent
        Recovery”: With respect to any Liquidated Mortgage Loan, an amount received in
        respect of principal on such Mortgage Loan which has previously been allocated
        as an Applied Realized Loss Amount to a Class or Classes of Notes net of
        reimburseable expenses.

       

      “Subservicer”:
        Any Person that services Mortgage Loans on behalf of the 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, the Servicing Agreement or
        any
        sub-servicing agreement that are identified in Item 1122(d) of Regulation
        AB.

       

      “Subservicing
        Agreement”: Any agreement between the Servicer and any Subservicer relating to
        subservicing and/or administration of certain Mortgage Loans as provided
        in
        Section 3.01(b) of the Servicing Agreement, a copy of which shall be delivered,
        along with any modifications thereto, to the Indenture Trustee, the Master
        Servicer and the Securities Administrator.

       

      “Substitution
        Adjustment”: As to any date on which a substitution occurs pursuant to Section
        3.2 of the Mortgage Loan Sale and Contribution Agreement, the sum of (a)
        the
        excess of (i) the aggregate Principal Balances of all Defective Mortgage
        Loans
        to be replaced by Eligible Substitute Mortgage Loans (after application of
        principal payments received on or before the date of substitution of any
        Eligible Substitute Mortgage Loans as of the date of substitution) over (ii)
        the
        Principal Balance of such Eligible Substitute Mortgage Loans and (b) the
        greater
        of (x) accrued and unpaid interest on such excess through the Due Period
        relating to the Payment Date for which such Substitution Adjustment will
        be
        included as part of Available Funds and (y) thirty (30) days’ interest on such
        excess calculated on a 360-day year in each case at the Loan Rate and (c)
        the
        amount of any unreimbursed Servicing Advances made by the Servicer with respect
        to such Defective Mortgage Loan and (d) the amount referred to in clause
        (iv) of
        the definition of Purchase Price in respect of such Defective Mortgage
        Loan.

       

      “Successor
        Servicer”: As defined in Section 6.02 of the Servicing Agreement.

       

      “Successor
        Master Servicer”: As defined in Section 6.04 of the Servicing
        Agreement.

       

      “Swap
        Credit Support Annex”: The credit support annex, dated the Closing Date, between
        the Swap Provider and the Trust, which is annexed to and forms part of the
        Interest Rate Swap Agreement. 

       

      “Swap
        LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider
        under the Interest Rate Swap Agreement.

       

      “Swap
        Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
        the Swap Provider shall be Citibank, N.A.

       

      “Swap
        Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
        an Event of Default under the Interest Rate Swap Agreement with respect to
        which
        the Swap Provider is a Defaulting Party (as defined in the Interest Rate
        Swap
        Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
        with
        respect to which the Swap Provider is the sole Affected Party (as defined
        in the
        Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
        the
        Interest Rate Swap Agreement with respect to which the Swap Provider is the
        sole
        Affected Party.

       

      “Swap
        Termination Payment”: The payment due to either party under the Interest Rate
        Swap Agreement upon the early termination of the Interest Rate Swap
        Agreement.

       

      “Three
        Month Delinquency Rate”: As to any Payment Date the arithmetic average of the
        Sixty Day Delinquency Rates for the related Payment Date and the two immediately
        preceding Payment Dates.

       

      “Three
        Month 90-Day Delinquency Rate”: As to any Payment Date, the arithmetic average
        of the Ninety Day Delinquency Rates for the related Payment Date and the
        two
        immediately preceding Payment Dates.

       

      “Trust”:
        The Renaissance Home Equity Loan Trust 2007-1.

       

      “Trust
        Agreement”: The Trust Agreement, dated as of March 27, 2007, between the Owner
        Trustee and the Depositor together with the Amended and Restated Trust Agreement
        dated as of March 29, 2007, among the Owner Trustee, the Depositor and Wells
        Fargo Bank, N.A., as Certificate Registrar and Certificate Paying Agent,
        relating to the Trust.

       

      “Trust
        Indenture Act” or “TIA”: The Trust Indenture Act of 1939, as amended from time
        to time, as in effect on any relevant date.

       

      “UCC”:
        The Uniform Commercial Code, as amended from time to time, as in effect in
        any
        specified jurisdiction.

       

      “Underwriters”:
        Citigroup Global Markets Inc., Banc of America Securities LLC, Deutsche Bank
        Securities, Inc., Greenwich Capital Markets, Inc. and J.P. Morgan Securities
        Inc., or their successors.