HSI ASSET SECURITIZATION CORPORATION, Depositor, WELLS FARGO BANK, N.A., Master Servicer, Securities Administrator and Custodian, DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee and OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., Credit Risk Manager

HSI ASSET SECURITIZATION CORPORATION,

Depositor,

▇▇▇▇▇ FARGO BANK, N.A.,

Master Servicer, Securities Administrator and Custodian,

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

and

OFFICETIGER GLOBAL REAL ESTATE SERVICES INC.,

Credit Risk Manager

POOLING AND SERVICING AGREEMENT

Dated as of ▇▇▇▇▇ ▇, ▇▇▇▇

▇▇▇ ▇▇▇▇▇ SECURITIZATION CORPORATION TRUST 2007-HE2

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2007-HE2

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01	Conveyance of Mortgage Loans	48
Section 2.02	Acceptance by the Custodian of the Mortgage Loans	51
Section 2.03	Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans	51
Section 2.04	Execution and Delivery of Certificates	53
Section 2.05	REMIC Matters	53
Section 2.06	Representations and Warranties of the Depositor	53

ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

Section 3.01	Establishment of Certain Accounts	54
Section 3.02	Investment of Funds in the Distribution Account	56
Section 3.03	Report on Assessment of Compliance with Relevant Servicing Criteria.	57
Section 3.04	Report on Attestation of Compliance with Relevant Servicing Criteria.	58
Section 3.05	Annual Officer’s Certificates.	58
Section 3.06	Indemnification.	59
Section 3.07	Advances	60

ARTICLE IV

DISTRIBUTIONS

Section 4.01	The Distribution Account	62
Section 4.02	Priorities of Distribution	62
Section 4.03	Monthly Statements to Certificateholders	68
Section 4.04	Certain Matters Relating to the Determination of LIBOR	70
Section 4.05	Allocation of Applied Realized Loss Amounts	71
Section 4.06	Supplemental Interest Trust.	71

Section 4.07	Rights of the Swap Counterparty.	73
Section 4.08	Termination Receipts.	74

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	75
Section 5.02	Certificate Register; Registration of Transfer and Exchange of Certificates	76
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	82
Section 5.04	Persons Deemed Owners	83
Section 5.05	Access to List of Certificateholders’ Names and Addresses	83
Section 5.06	Maintenance of Office or Agency	83

ARTICLE VI

THE DEPOSITOR

Section 6.01	Liabilities of the Depositor	83
Section 6.02	Merger or Consolidation of the Depositor	83
Section 6.03	Limitation on Liability of the Depositor and Others.	84

ARTICLE VII

DEFAULT

Section 7.01	Master Servicer to Act; Appointment of Successor	84
Section 7.02	Notification to Certificateholders	87

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01	Duties of the Trustee	87
Section 8.02	Certain Matters Affecting the Trustee	88
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans	89
Section 8.04	Trustee May Own Certificates	90
Section 8.05	Trustee’s Fees Indemnification and Expenses	90
Section 8.06	Eligibility Requirements for the Trustee	91
Section 8.07	Resignation and Removal of the Trustee	91
Section 8.08	Successor Trustee	92
Section 8.09	Merger or Consolidation of the Trustee	93
Section 8.10	Appointment of Co-Trustee or Separate Trustee	93
Section 8.11	Tax Matters	94
Section 8.12	Commission Reporting	98

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Section 8.13	Tax Classification of the Excess Reserve Fund Account and the Supplemental Interest Trust	105

ARTICLE IX

ADMINISTRATION OF THE MORTGAGE LOANS
BY THE MASTER SERVICER

Section 9.01	Duties of the Master Servicer; Enforcement of Servicer’s Obligations.	105
Section 9.02	[Reserved]	107
Section 9.03	[Reserved]	107
Section 9.04	Maintenance of Fidelity Bond and Errors and Omissions Insurance.	107
Section 9.05	Representations and Warranties of the Master Servicer	107
Section 9.06	Master Servicer Events of Default	108
Section 9.07	Waiver of Default.	110
Section 9.08	Successor to the Master Servicer.	110
Section 9.09	Compensation of the Master Servicer.	111
Section 9.10	Merger or Consolidation.	111
Section 9.11	Resignation of the Master Servicer.	112
Section 9.12	Assignment or Delegation of Duties by the Master Servicer.	112
Section 9.13	Limitation on Liability of the Master Servicer.	112
Section 9.14	Indemnification; Third Party Claims.	113
Section 9.15	Duties of the Credit Risk Manager.	113
Section 9.16	Limitation Upon Liability of the Credit Risk Manager.	115
Section 9.17	Removal and Resignation of Credit Risk Manager.	115

ARTICLE X

CONCERNING THE SECURITIES ADMINISTRATOR

Section 10.01	Duties of Securities Administrator.	115
Section 10.02	Certain Matters Affecting the Securities Administrator.	116
Section 10.03	Securities Administrator Not Liable for Certificates or Mortgage Loans.	118
Section 10.04	Securities Administrator May Own Certificates.	118
Section 10.05	Securities Administrator’s Fees and Expenses.	119
Section 10.06	Eligibility Requirements for Securities Administrator.	119
Section 10.07	Resignation and Removal of Securities Administrator.	120
Section 10.08	Successor Securities Administrator.	121
Section 10.09	Merger or Consolidation of Securities Administrator.	121
Section 10.10	Assignment or Delegation of Duties by the Securities Administrator.	122

ARTICLE XI

TERMINATION

Section 11.01	Termination upon Liquidation or Purchase of the Mortgage Loans	122

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Section 11.02	Final Distribution on the Certificates	123
Section 11.03	Additional Termination Requirements	124

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01	Amendment	125
Section 12.02	Recordation of Agreement; Counterparts	127
Section 12.03	Governing Law	127
Section 12.04	Intention of Parties	127
Section 12.05	Notices	129
Section 12.06	Severability of Provisions	130
Section 12.07	Limitation on Rights of Certificateholders	130
Section 12.08	Certificates Nonassessable and Fully Paid	131
Section 12.09	Rule of Construction	131
Section 12.10	Waiver of Jury Trial	131

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SCHEDULES

Schedule I Mortgage Loan Schedule

EXHIBITS

Exhibit A	Form of Class A and Class M Certificates
Exhibit B	Form of Class P Certificate
Exhibit C	Form of Class R Certificate
Exhibit D	Form of Class X Certificate
Exhibit E	Form of Initial Certification of Custodian
Exhibit F	Form of Document Certification and Exception Report of Custodian
Exhibit G	Form of Residual Transfer Affidavit
Exhibit H	Form of Transferor Certificate
Exhibit I-A	Form of Rule 144A Investment Letter
Exhibit I-B	Form of Regulation S Investment Letter
Exhibit J	Form of Request for Release
Exhibit K	Contents for Each Mortgage File
Exhibit L	Form of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification to be Provided by Master Servicer (or other Certification Party) signing Form 10-K
Exhibit M	List of Servicing Agreements
Exhibit N-1	[Reserved]
Exhibit N-2	[Reserved]
Exhibit N-3	[Reserved]
Exhibit O	Form of Swap Agreement
Exhibit P	Form of Cap Agreement
Exhibit Q	[Reserved]
Exhibit R	[Reserved]
Exhibit S	Servicing Criteria Matrix
Exhibit T	Transaction Parties
Exhibit U	Form of Annual Compliance Certificate
Exhibit V	Additional Form 10-D Disclosure
Exhibit W	Additional Form 10-K Disclosure
Exhibit X	Form 8-K Disclosure Information
Exhibit Y	Additional Disclosure Notification

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THIS POOLING AND SERVICING AGREEMENT, dated as of April 1, 2007, among HSI ASSET SECURITIZATION CORPORATION, as depositor (the “Depositor”), ▇▇▇▇▇ FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”), as securities administrator (in such capacity, the “Securities Administrator”) and as custodian (in such capacity, “the Custodian”), OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as credit risk manager (the “Credit Risk Manager”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”).

WITNESSETH:

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

PRELIMINARY STATEMENT

The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account, and (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2” and “REMIC 3,” REMIC 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election.

Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions.

The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Excluded Trust Assets.

REMIC 1:

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”):

Class Designation	Initial Principal Balance	Interest Rate
LT1-A	(5)	(1)
LT1-F1	$ 6,740,161.50	(2)
LT1-V1	$ 6,740,161.50	(3)
LT1-F2	$ 7,866,241.50	(2)
LT1-V2	$ 7,866,241.50	(3)
LT1-F3	$ 8,972,257.50	(2)
LT1-V3	$ 8,972,257.50	(3)
LT1-F4	$ 10,035,639.00	(2)
LT1-V4	$ 10,035,639.00	(3)
LT1-F5	$ 11,050,345.00	(2)
LT1-V5	$ 11,050,345.00	(3)
LT1-F6	$ 11,990,728.50	(2)
LT1-V6	$ 11,990,728.50	(3)
LT1-F7	$ 12,809,961.00	(2)
LT1-V7	$ 12,809,961.00	(3)
LT1-F8	$ 12,716,422.00	(2)
LT1-V8	$ 12,716,422.00	(3)
LT1-F9	$ 12,150,785.50	(2)
LT1-V9	$ 12,150,785.50	(3)
LT1-F10	$ 11,573,874.00	(2)
LT1-V10	$ 11,573,874.00	(3)
LT1-F11	$ 11,022,253.00	(2)
LT1-V11	$ 11,022,253.00	(3)
LT1-F12	$ 10,492,010.00	(2)
LT1-V12	$ 10,492,010.00	(3)
LT1-F13	$ 9,987,348.00	(2)
LT1-V13	$ 9,987,348.00	(3)
LT1-F14	$ 9,517,922.00	(2)
LT1-V14	$ 9,517,922.00	(3)
LT1-F15	$ 9,064,691.50	(2)
LT1-V15	$ 9,064,691.50	(3)
LT1-F16	$ 8,639,164.00	(2)
LT1-V16	$ 8,639,164.00	(3)
LT1-F17	$ 8,233,451.50	(2)
LT1-V17	$ 8,233,451.50	(3)
LT1-F18	$ 12,207,788.50	(2)
LT1-V18	$ 12,207,788.50	(3)
LT1-F19	$ 13,786,845.00	(2)

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Class Designation	Initial Principal Balance	Interest Rate
LT1-V19	$ 13,786,845.00	(3)
LT1-F20	$ 12,550,602.50	(2)
LT1-V20	$ 12,550,602.50	(3)
LT1-F21	$ 11,283,167.00	(2)
LT1-V21	$ 11,283,167.00	(3)
LT1-F22	$ 10,146,425.00	(2)
LT1-V22	$ 10,146,425.00	(3)
LT1-F23	$ 7,151,475.00	(2)
LT1-V23	$ 7,151,475.00	(3)
LT1-F24	$ 5,400,738.50	(2)
LT1-V24	$ 5,400,738.50	(3)
LT1-F25	$ 5,096,884.00	(2)
LT1-V25	$ 5,096,884.00	(3)
LT1-F26	$ 4,909,343.50	(2)
LT1-V26	$ 4,909,343.50	(3)
LT1-F27	$ 4,749,690.00	(2)
LT1-V27	$ 4,749,690.00	(3)
LT1-F28	$ 4,497,993.50	(2)
LT1-V28	$ 4,497,993.50	(3)
LT1-F29	$ 4,225,019.50	(2)
LT1-V29	$ 4,225,019.50	(3)
LT1-F30	$ 3,955,014.50	(2)
LT1-V30	$ 3,955,014.50	(3)
LT1-F31	$ 3,695,456.00	(2)
LT1-V31	$ 3,695,456.00	(3)
LT1-F32	$ 3,430,812.50	(2)
LT1-V32	$ 3,430,812.50	(3)
LT1-F33	$ 3,177,928.00	(2)
LT1-V33	$ 3,177,928.00	(3)
LT1-F34	$ 2,937,997.00	(2)
LT1-V34	$ 2,937,997.00	(3)
LT1-F35	$ 2,750,871.50	(2)
LT1-V35	$ 2,750,871.50	(3)
LT1-F36	$ 2,589,138.50	(2)
LT1-V36	$ 2,589,138.50	(3)
LT1-F37	$ 2,442,639.50	(2)
LT1-V37	$ 2,442,639.50	(3)
LT1-F38	$ 2,304,537.50	(2)
LT1-V38	$ 2,304,537.50	(3)
LT1-F39	$ 2,174,377.50	(2)
LT1-V39	$ 2,174,377.50	(3)
LT1-F40	$ 2,051,696.50	(2)
LT1-V40	$ 2,051,696.50	(3)
LT1-F41	$ 35,019,997.50	(2)

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Class Designation	Initial Principal Balance	Interest Rate
LT1-V41	$ 35,019,997.50	(3)
LT1-R	(4)	(4)

___________________________

(1)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for the Class LT1-A Interest shall be the Net WAC Rate.

(2)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the lesser of (i) 10.20% and (ii) the product of (a) the Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over (ii) 10.20%.

(4)

The Class LT1-R interest shall not have a principal amount and shall not bear interest. The Class LT1-R interest is hereby designated as the sole class of residual interest in REMIC 1.

(5)

This interest shall have an initial principal balance equal to the excess of the aggregate stated Principal Balance of the Mortgage Loans as of the Cut-off Date over the aggregate initial principal balance of each remaining interest in REMIC 1.

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund.

On each Distribution Date the Securities Administrator shall distribute the Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates.

On each Distribution Date, the Securities Administrator shall distribute the Principal Remittance Amount with respect to the Lower Tier Interests in REMIC 1, first to the Class LT1-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated.

On each Distribution Date, the Securities Administrator shall distribute the Prepayment Charges collected during the preceding Prepayment Period to the Class LT1-F41 and Class LT1-V41 Lower Tier Interests, respectively.

REMIC 2:

The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 2, each of which (other than the Class LT2-R interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

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REMIC 2 Lower Tier Class Designation	REMIC 2 Lower Tier Interest Rate	Initial Class Principal Amount	Corresponding Class of Certificate(s)
Class LT2-I-A	(1)	(4)	I-A
Class LT2-II-A1	(1)	(4)	II-A-1
Class LT2-II-A2	(1)	(4)	II-A-2
Class LT2-II-A3	(1)	(4)	II-A-3
Class LT2-II-A4	(1)	(4)	II-A-4
Class LT2-M1	(1)	(4)	M-1
Class LT2-M2	(1)	(4)	M-2
Class LT2-M3	(1)	(4)	M-3
Class LT2-M4	(1)	(4)	M-4
Class LT2-M5	(1)	(4)	M-5
Class LT2-M6	(1)	(4)	M-6
Class LT2-M7	(1)	(4)	M-7
Class LT2-M8	(1)	(4)	M-8
Class LT2-M9	(1)	(4)	M-9
Class LT2-M10	(1)	(4)	M-10
Class LT2-Q	(1)	(5)	N/A
Class LT2-IO	(2)	(2)	N/A
Class LT2-R	(3)	(3)	R

___________________________

(1)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests in REMIC 2 is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in REMIC 1 for such Distribution Date; provided, however, that for any Distribution Date on which the Class LT2-IO Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in REMIC 1 having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap LIBOR for such Distribution Date.

(2)

The Class LT2-IO is an interest only class that does not have a principal balance. For only those Distribution Dates listed in the first column in the table below, the Class LT2-IO shall be entitled to interest accrued on the Lower Tier Interest in REMIC 1 listed in second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest in REMIC 1 for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

Distribution Dates	REMIC 1 Class Designation
2	Class LT1-F1
2-3	Class LT1-F2
2-4	Class LT1-F3
2-5	Class LT1-F4
2-6	Class LT1-F5
2-7	Class LT1-F6
2-8	Class LT1-F7
2-9	Class LT1-F8
2-10	Class LT1-F9
2-11	Class LT1-F10
2-12	Class LT1-F11
2-13	Class LT1-F12
2-14	Class LT1-F13
2-15	Class LT1-F14

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2-16	Class LT1-F15
2-17	Class LT1-F16
2-18	Class LT1-F17
2-19	Class LT1-F18
2-20	Class LT1-F19
2-21	Class LT1-F20
2-22	Class LT1-F21
2-23	Class LT1-F22
2-24	Class LT1-F23
2-25	Class LT1-F24
2-26	Class LT1-F25
2-27	Class LT1-F26
2-28	Class LT1-F27
2-29	Class LT1-F28
2-30	Class LT1-F29
2-31	Class LT1-F30
2-32	Class LT1-F31
2-33	Class LT1-F32
2-34	Class LT1-F33
2-35	Class LT1-F34
2-36	Class LT1-F35
2-37	Class LT1-F36
2-38	Class LT1-F37
2-39	Class LT1-F38
2-40	Class LT1-F39
2-41	Class LT1-F40
2-42	Class LT1-F41

(3)

The Class LT2-R interest is the sole class of residual interests in REMIC 2. It does not have an interest rate or a principal balance.

(4)

This Lower Tier Interest shall have an initial class principal amount equal to one-half of the initial Class Principal Amount of its Corresponding Class of Certificates.

(5)

This Lower Tier Interest shall have an initial class principal amount equal to the excess of (i) the Pool Stated Principal Balance as of the Cut-off Date, over (ii) the aggregate initial Class Principal Amount of each other regular interest in REMIC 2 (other than any interest-only Lower Tier Interest).

On each Distribution Date, interest shall be distributed on the Lower Tier Interests in REMIC 2 based on the above-described interest rates; provided, however, that interest that accrues on the Class LT2-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralization Amount for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the Class LT2-Q Interest. An amount equal to the interest so deferred shall be distributed as additional principal on the other Lower Tier Interests in REMIC 2 having a principal balance in the manner described under priority (a) below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Lower Tier Interests in REMIC 2 in the following order of priority:

(a) First, to the Class LT2-I-A, Class LT2-II-A1, Class LT2-II-A2, Class LT2-II-A3, Class LT2-II-A4, Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class LT2-M7, Class LT2-M8, Class LT2-M9, and Class LT2-M10 Interests until the principal balance of each such Lower Tier Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates immediately after such Distribution Date; and

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(b) Second, to the Class LT2-Q Interests, any remaining amounts.

On each Distribution Date, the Securities Administrator shall be deemed to have distributed the Prepayment Charges passed through with respect to the Class LT1-F41 and Class LT1-V41 Lower Tier Interests in REMIC 1 on such Distribution Date to the Class LT2-Q Interest.

Upper Tier REMIC

The Upper Tier REMIC shall issue the following Classes of Upper Tier REMIC Regular Interests and each such interest, other than the Class R Interest, is hereby designated as a regular interest in the Upper Tier REMIC.

Upper Tier REMIC

Upper Tier REMIC Class Designation	Upper Tier REMIC Interest Rate and Corresponding Class Interest Rate	Initial Upper Tier REMIC Principal Amount and Corresponding Class Certificate Balance	Corresponding Class of Certificates
Class I-A	(1)	$ 326,874,000	Class I-A
Class II-A-1	(2)	$ 132,967,000	Class II-A
Class II-A-2	(3)	$ 26,376,000	Class II-A-2
Class II-A-3	(4)	$ 49,252,000	Class II-A-3
Class II-A-4	(5)	$ 3,688,000	Class II-A-4
Class M-1	(6)	$ 29,714,000	Class M-1
Class M-2	(6)	$ 27,567,000	Class M-2
Class M-3	(6)	$ 16,468,000	Class M-3
Class M-4	(6)	$ 14,320,000	Class M-4
Class M-5	(6)	$ 13,963,000	Class M-5
Class M-6	(6)	$ 11,814,000	Class M-6
Class M-7	(6)	$ 11,814,000	Class M-7
Class M-8	(6)	$ 10,740,000	Class M-8
Class M-9	(6)	$ 8,592,000	Class M-9
Class M-10	(6)	$ 13,604,000	Class M-10
Class X	(7)	(7)	Class X
Class R	(8)	(8)	Class R
Class P	(9)	(9)	Class P

(1)

The Class I-A Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group I Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group I Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group I Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class I-A Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class I-A Certificates is based on the Group I Available Funds Cap, the amount of interest that would have accrued on the Class I-A Certificates if the REMIC 2 Net Funds Cap were substituted for the Group I Available Funds Cap shall be treated as having been paid by the Class I-A Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

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(2)

The Class II-A-1 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-1 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-1 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-1 Certificates if the REMIC 2 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-1 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

(3)

The Class II-A-2 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-2 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-2 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-2 Certificates if the REMIC 2 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-2 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

(4)

The Class II-A-3 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-3 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-3 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-3 Certificates if the REMIC 2 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-3 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

(5)

The Class II-A-4 Interest will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Group II Available Funds Cap. For purposes of the REMIC Provisions, the reference to “Group II Available Funds Cap” in clause (ii) of the preceding sentence shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class II-A-4 Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class II-A-4 Certificates is based on the Group II Available Funds Cap, the amount of interest that would have accrued on the Class II-A-4 Certificates if the REMIC 2 Net Funds Cap were substituted for the Group II Available Funds Cap shall be treated as having been paid by the Class II-A-4 Certificateholders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

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(6)

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Interests will bear interest during each Interest Accrual Period at a per annum rate equal to (a) on or prior to the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap or (b) after the Optional Termination Date, the lesser of (i) LIBOR plus the applicable Interest Margin and (ii) the Class M Available Funds Cap. For purposes of the REMIC Provisions, the reference to Class M Available Funds Cap in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC 2 Net Funds Cap; therefore, on any Distribution Date on which the Interest Rate for the Class ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, exceeds the REMIC 2 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from the Excess Reserve Fund Account or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the Interest Rate on the Class ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable, is based on the Class M Available Funds Cap, the amount of interest that would have accrued on each such Class of Certificates if the REMIC 2 Net Funds Cap were substituted for the Class M Available Funds Cap shall be treated as having been paid by the Class ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, M-6, M-7, M-8, M-9 and M-10 Certificateholders, as applicable, to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11 hereof.

(7)

For purposes of the REMIC Provisions, the Class X Interest shall have an initial principal balance of $18,258,755.67 (initial overcollateralization of $18,258,855.67 less $100.00 attributable to the Class P Principal Amount), and the right to receive distributions of such amount represents a regular interest in the Upper Tier REMIC. The Class X Certificate shall also comprise two notional components, each of which represents a regular interest in the Upper Tier REMIC. The first such component has a notional balance that will at all times equal the aggregate of the Class Certificate Balances of the Lower Tier Interests in REMIC 2, and, for each Distribution Date (and the related Interest Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) (a) the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 (other than any interest-only regular interest) minus (b) the Credit Risk Manager’s Fee over (ii) the Adjusted Lower Tier WAC. The second notional component represents the right to receive all distributions in respect of the Class LT2-IO interest in REMIC 2 (the “LT3-I” interest). In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Excess Reserve Fund Account; (ii) the Supplemental Interest Trust, including the Swap Agreement, Swap Account, Cap Agreement, and Cap Account, and (iii) an interest in the notional principal contracts described in Section 8.11 hereof.

(8)

The Class R Interest is the sole Class of residual interest in the Upper Tier REMIC. The Class R Interest is issued without a principal amount does not bear a stated Interest Rate. The Class R Certificate will be issued as a single certificate evidencing the initial Percentage Interest of such Class, and shall represent ownership of each of the Class R, Class LT1-R and Class LT2-R Interests.

(9)

The Class P Interest shall not bear interest at a stated Interest Rate. Prepayment Charges paid with respect to the Mortgage Loans shall be paid to the Class P Certificateholders as provided in Section 4.02(b). For purposes of the REMIC Provisions, the Class P Interest shall represent a regular interest in the Upper Tier REMIC. The Class P Certificate will have a Class P Principal Amount of $100.

The minimum denomination for each Class of Certificates, other than the Class P, Class R and the Class X Certificates, will be $25,000 of Certificate Balance ($100,000 with respect to initial investors resident in a Member State of the European Economic Area subject to the EU Prospectus Directive 2003/71/EC) with integral multiples of $1 in excess thereof, except that one Certificate in each Class may be issued in a different amount. The minimum denomination for each of the Class P and Class X Certificates will be a 10.00% Percentage Interest in such Class, and the minimum denomination for the Class R Certificates shall be 100% Percentage Interest in such Class.

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Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

Class A Certificates

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

Class M Certificates

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.

ERISA-Restricted

Certificates

Any Class P, Class X and Class R Certificates and any Certificate with a rating which falls below the lowest applicable permitted rating under the Underwriters’ Exemption.

ERISA-Restricted

Trust Certificates

Any Offered Certificate prior to the termination of the Cap Agreement and the Swap Agreement.

Group I Certificates

The Class I-A Certificates.

Group II Certificates

Collectively, the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates.

LIBOR Certificates

Collectively, the Class A Certificates and the Class M Certificates.

Non-Delay Certificates

The Class A Certificates, the Class M Certificates and the Class X Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Physical Certificates

Class P, Class X and Class R Certificates.

Private Certificates

Class P, Class X and Class R Certificates.

Rating Agencies

Fitch, ▇▇▇▇▇’▇ and Standard & Poor’s.

Regular Certificates

All Classes of Certificates other than the Class R Certificates.

Residual Certificates

Class R Certificates.

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ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

10-K Filing Deadline: As defined in Section 8.12(a)(ii).

Account: Any of the Collection Accounts, the Distribution Account and any Escrow Account, with respect to the Supplemental Interest Trust, the Excess Reserve Fund Account and the Supplemental Interest Trust Account. Each Account shall be an Eligible Account.

Additional Disclosure Notification: The form of notice set forth on Exhibit Y.

Additional Form 10-D Disclosure: As defined in Section 8.12(a)(i).

Additional Form 10-K Disclosure: As defined in Section 8.12(a)(ii).

Additional Termination Event: As defined in the Cap Agreement or the Swap Agreement, as applicable.

Adjustable Rate Mortgage Loan: A Mortgage Loan which provides for the adjustment of the Mortgage Rate payable in respect thereto.

Adjusted Lower Tier WAC: For any Distribution Date (and the related Interest Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Class LT2-I-A, LT2-II-A-1, LT2-II-A-2, LT2-II-A-3, LT2-II-A-4, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4, LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9, LT2-M-10 and LT2-Q Interests, weighted in proportion to their Class Certificate Balances as of the beginning of the related Interest Accrual Period and computed by subjecting the rate on the Class LT2-Q Interest to a cap of 0.00%, and by subjecting the rate on each of the Class LT2-I-A, LT2-II-A-1, LT2-II-A-2, LT2-II-A-3, LT2-II-A-4, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4, LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9 and LT2-M-10 Interests to a cap that corresponds to the Interest Rate (determined by substituting the REMIC 2 Net Funds Cap for the applicable Available Funds Cap) for the Corresponding Class of Certificates; provided, however, that for each Class of LIBOR Certificates, the Certificate Interest Rate shall be multiplied by the quotient of (a) the actual number of days in the Interest Accrual Period, divided by (b) 30.

Advance: Any P&I Advance or Servicing Advance.

Affected Party: As defined in the Swap Agreement.

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

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Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.

Amounts Held for Future Distribution: As to the Certificates on any Distribution Date, the aggregate amount held in the Collection Accounts of the Servicers at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans received after the end of the related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Due Period.

Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the LIBOR Certificates after distributions of principal on such Certificates on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trustee.

Available Funds: With respect to any Distribution Date and the Mortgage Loans to the extent received by the Master Servicer (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received by the Servicers on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received by the Servicers during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full prepayments on the Mortgage Loans received by the Servicers during the related Prepayment Period together with all Compensating Interest paid by the Servicers in connection therewith (excluding any Prepayment Charges); (iv) all Substitution Adjustment Amounts with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; (v) all amounts received with respect to such Distribution Date as the Repurchase Price in respect of a Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor on or prior to the related Determination Date; and (vi) the proceeds with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01; reduced by (y) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which a Servicer, the Depositor, the Master Servicer, the Securities Administrator, the Credit Risk Manager or the Trustee are entitled to be paid or reimbursed pursuant to the Servicing Agreements or this Agreement.

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Back-up Certification: As defined in Section 3.05.

Basic Principal Payment Amount: With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Overcollateralization Amount, if any, for such Distribution Date.

Basis Risk Carryover Amount: With respect to each Class of LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Interest Rate for any Class of LIBOR Certificates is based upon the Group I Available Funds Cap, the Group II Available Funds Cap or the Class M Available Funds Cap, as applicable, the excess of (i) the amount of interest such Class of Certificates would otherwise be entitled to receive on such Distribution Date had such Interest Rate been calculated as the sum of LIBOR and the applicable Interest Margin on such Class of Certificates for such Distribution Date, over (ii) the amount of interest payable on such Class of Certificates, in the case of any Group I Certificates, based on the Group I Available Funds Cap, in the case of any Group II Certificates, based on the Group II Available Funds Cap and in the case of any Class of Class M Certificates, based on the Class M Available Funds Cap and (B) the portion of any such excess described in clause (A) for such Class of Certificates from all previous Distribution Dates not previously paid, together with interest thereon at a rate equal the applicable Interest Rate for each such Class of Certificates for such Distribution Date.

Basis Risk Payment: For any Distribution Date, an amount equal to the lesser of (i) the aggregate of the Basis Risk Carryover Amounts of the LIBOR Certificates for such Distribution Date and (ii) the Class X Distributable Amount (prior to any reduction for Basis Risk Payments).

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in (a) the States of New York, California, Maryland or Minnesota, (b) the Commonwealth of Pennsylvania or any other State in which a Servicer’s servicing operations are located, or (c) any State in which the Corporate Trust Office is located, are authorized or obligated by law or executive order to be closed.

Cap Account: The sub-account of the Supplemental Interest Trust Account created pursuant to Section 4.06(a).

Cap Agreement: The interest rate cap agreement entered into by the Supplemental Interest Trust and the Cap Counterparty, dated May 4, 2007, which agreement provides for the monthly payment specified to the Supplemental Interest Trust Trustee (for the benefit of Certificateholders) commencing with the Distribution Date in November 2007 and ending on the Distribution Date in May 2014, by the Cap Counterparty, but subject to the conditions set forth therein, together with any schedule, confirmations or other agreements relating thereto, attached as Exhibit P.

Cap Amount: With respect to each Distribution Date, the amount of any Cap Payment deposited into the Cap Account.

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Cap Counterparty: The counterparty to the Supplemental Interest Trust under the Cap Agreement, and any successor in interest or its assigns. Initially, the Cap Counterparty shall be Wachovia Bank, National Association.

Cap Payment: With respect to each Distribution Date, any payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement.

Cap Payment Date: For as long as the Cap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

Cap Replacement Receipts: As defined in Section 4.08(b)(i).

Cap Replacement Receipts Account: As defined in Section 4.08(b)(i).

Cap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Cap Agreement, the payment required to be made by the Cap Counterparty to the Supplemental Interest Trust pursuant to the terms of the Cap Agreement and any unpaid amounts due on previous Cap Payment Dates and accrued interest thereon as provided in the Cap Agreement, as calculated by the Cap Counterparty and furnished to the Securities Administrator.

Cap Termination Receipts: As defined in Section 4.08(b)(i).

Cap Termination Receipts Account: As defined in Section 4.08(b)(i).

Certificate: Any one of the Certificates executed and authenticated by the Securities Administrator in substantially the forms attached hereto as exhibits.

Certificate Balance: With respect to any Certificate, other than a Class X, Class P or Class R Certificate, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of any Class M Certificates, reduced by any Applied Realized Loss Amounts allocated to such Class of Certificates pursuant to Section 4.05; provided, however, that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of any Subsequent Recovery distributed on such Distribution Date (up to the amount of Unpaid Realized Loss Amount for such Class or Classes for such Distribution Date). The Class P Certificates are issued with an initial Class P Principal Amount of $100. The Class X and Class R Certificates have no Certificate Balance.

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

Certificate Register: The register maintained pursuant to Section 5.02.

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Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any Affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100.00% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Securities Administrator is entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.

Certificate Group: The Group I Certificates or the Group II Certificates, as applicable.

Certification Parties: As defined in Section 3.05.

Certifying Person: As defined in Section 3.05.

Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class I-A Certificates: All Certificates bearing the Class designation of “Class I-A”.

Class II-A-1 Certificates: All Certificates bearing the Class designation of “Class II-A-1”.

Class II-A-2 Certificates: All Certificates bearing the Class designation of “Class II-A-2”.

Class II-A-3 Certificates: All Certificates bearing the Class designation of “Class II-A-3”.

Class II-A-4 Certificates: All Certificates bearing the Class designation of “Class II-A-4”.

Class A Certificates: As specified in the Preliminary Statement.

Class Certificate Balance: With respect to any Class of LIBOR Certificates and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date. With respect to the Class X, Class P and Class R Certificates, zero. With respect to any Lower Tier Interest and as to any date of determination, the initial Class Principal Balance as shown or described in the table set forth in the Preliminary Statement to this Agreement for the issuing REMIC, as reduced by any principal distributed with respect to such Lower Tier Interest and Realized Losses allocated to such Lower Tier Interest.

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Class I Shortfalls: As defined in Section 8.11 hereof. For purposes of clarity, the aggregate Class I Shortfall for any Distribution Date shall equal the amount payable to the Derivative Counterparty on such Distribution Date in excess of the amount payable with respect to the Class LT3-I interest in the Upper Tier REMIC on such Distribution Date, all as further provided in Section 8.11 hereof.

Class M Available Funds Cap: With respect to the Class M Certificates as of any Distribution Date, a per annum rate equal to the weighted average of the Group I Available Funds Cap and the Group II Available Funds Cap, weighted on the basis of the Group Subordinate Amount for the Group I Mortgage Loans and the Group Subordinate Amount for the Group II Mortgage Loans, respectively.

Class M Certificates: As specified in the Preliminary Statement.

Class M Principal Payment Amount: With respect to any Distribution Date and any Class of Class M Certificates (other than the Class M-10 Certificates), the lesser of (i) the excess of (a) the Principal Payment Amount over (b) the aggregate amount distributed on that Distribution Date as principal to all Classes of Certificates more senior than that Class of Class M Certificates and (ii) the excess of (a) the sum of the aggregate Class Certificate Balances of all Class of Certificates more senior than that Class of Class M Certificates (after giving effect to all amounts distributed on that Distribution Date to those Classes of more senior certificates and the Class Certificate Balance of that Class of Class M Certificates immediately prior to that Distribution Date over (b) the lesser of:

(x) the percentage set forth in the table below for the applicable Class of Class M Certificates multiplied by the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date:

Class		Percentage
M-1		58.90%
M-2		66.60%
M-3		71.20%
M-4		75.20%
M-5		79.10%
M-7		82.40%
M-7		85.70%
M-8		88.70%
M-9		91.10%

and

(y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date over 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, until the Class Certificate Balance of that Class of Class M Certificates has been reduced to zero.

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With respect to any Distribution Date and the Class M-10 Certificates, the lesser of (i) any remaining Principal Payment Amount from both Loan Groups (after taking into account principal payments made to the Offered Certificates (other than the Class M-10 Certificates) on that Distribution Date) and (ii) the excess of (a) the aggregate Class Certificate Balance of the Offered Certificates (other than the Class M-10 Certificates) (after giving effect to principal payments to those Certificates on that Distribution Date) and the balance of the Class M-10 Certificates immediately prior to such Distribution Date over (b) the lesser of (1) the excess of 94.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the Due Period over the aggregate amount distributed as principal to the Class M-10 Certificates pursuant to Section 4.02(a)(iii)(I) on all prior Distribution Dates and (2) the excess of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the Due Period over 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-1 Certificates: All Certificates bearing the Class designation of “Class M-1”.

Class M-2 Certificates: All Certificates bearing the Class designation of “Class M-2”.

Class M-3 Certificates: All Certificates bearing the Class designation of “Class M-3”.

Class M-4 Certificates: All Certificates bearing the Class designation of “Class M-4”.

Class M-5 Certificates: All Certificates bearing the Class designation of “Class M-5”.

Class M-6 Certificates: All Certificates bearing the Class designation of “Class M-6”.

Class M-7 Certificates: All Certificates bearing the Class designation of “Class M-7”.

Class M-8 Certificates: All Certificates bearing the Class designation of “Class M-8”.

Class M-9 Certificates: All Certificates bearing the Class designation of “Class M-9”.

Class M-10 Certificates: All Certificates bearing the Class designation of “Class M-10”.

Class Notional Balance: Not applicable.

Class P Certificates: All Certificates bearing the Class designation of “Class P”.

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Class P Principal Amount: As of the Closing Date, $100.00.

Class R Certificates: All Certificates bearing the Class designation of “Class R”.

Class X Certificates: All Certificates bearing the Class designation of “Class X”.

Class X Distributable Amount: With respect to any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $18,258,755.67 ($18,258,855.67 less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Overcollateralization Reduction Amount.

Class X Notional Balance: With respect to any Distribution Date (and the related Interest Accrual Period) the aggregate principal balance of the regular interests in REMIC 2 as specified in the Preliminary Statement hereto.

Closing Date: May 4, 2007.

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

Collateral Account: The account maintained by the Supplemental Interest Trust Trustee in accordance with the provisions of Section 4.06(b).

Collection Account: With respect to each Servicer, the account defined as a “Custodial Account” in the related Servicing Agreement

Commission: The United States Securities and Exchange Commission.

Compensating Interest: For any Distribution Date, the lesser of (a) the amount, if any, by which the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to all voluntary Principal Prepayments (excluding any payments made upon liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses for such Distribution Date, and (b) the aggregate amount of the Servicing Fee actually retained by or paid to the applicable Servicer for such Distribution Date.

Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation.

Corporate Trust Office: With respect to the Securities Administrator, (i) for transfer, presentation or surrender of Certificates, the office at ▇▇▇▇▇ Fargo Center, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services -HASCO 2007-HE2, and (ii) for all other purposes, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Client Manager - HASCO 2007-HE2 or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee. With respect to the Trustee, the designated office of the Trustee in the State of California at which any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Trust Administration - HB07H2, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇, and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇ and which is also the address to which notices to and correspondence with the Trustee under this Agreement should be directed.

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Corresponding Class: As set forth in first table under the heading REMIC 2 and in the first table under the heading Upper Tier REMIC in the Preliminary Statement.

Countrywide Servicing: Countywide Home Loans Servicing LP.

Credit Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Class M Certificates and (ii) the Overcollateralization Amount (assuming the Overcollateralization Amount is not less than zero and in each case after taking into account the distributions of principal for such Distribution Date assuming no Trigger Event has occurred) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

Credit Risk Manager: OfficeTiger Global Real Estate Services Inc., and its successors and assigns.

Credit Risk Management Agreement: Each of the loan performance management agreements, dated as of the Closing Date, entered into by (i) ▇▇▇▇▇ Fargo Bank, N.A., as Servicer, and the Credit Risk Manager, and (ii) the Master Servicer and the Credit Risk Manager.

Credit Risk Manager’s Fee: With respect to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period; provided, however, that such amount shall not be less than $1,500.00 on each Distribution Date.

Credit Risk Manager’s Fee Rate: 0.014% per annum.

Credit Support Annex: The credit support annex to the Swap Agreement and the Cap Agreement dated as of May 4, 2007, between the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, the Swap Counterparty and Cap Counterparty.

Cumulative Loss Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the calendar month preceding the month in which such Distribution Date occurs and the denominator of which is the Cut-off Date Pool Principal Balance of the Mortgage Loans.

Cumulative Loss Trigger Event: If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable loss percentages set forth below with respect to such Distribution Date:

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Distribution Date Occurring In:			Loss Percentage:
May 2009 through April 2010			1.70% for the first month, plus an additional 1/12th of 2.35% for each month thereafter

May 2010 through April 2011			4.05% for the first month, plus an additional 1/12th of 2.35% for each month thereafter

May 2011 through April 2012			6.40% for the first month, plus an additional 1/12th of 1.85% for each month thereafter

May 2012 through April 2013			8.25% for the first month, plus an additional 1/12th of 1.00% for each month thereafter

May 2013 and thereafter			9.25%

Custodial File: The meaning assigned to such term in Section 2.01(a).

Custodian: Initially, ▇▇▇▇▇ Fargo, or any successor custodian appointed hereunder.

Cut-off Date: April 1, 2007.

Cut-off Date Pool Principal Balance: The aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off Date.

Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

Data Tape Information: With respect to each Mortgage Loan, the same information (provided as of the Cut-off Date) included in the data fields specified under the definition of “Mortgage Loan Schedule” in the applicable Transfer Agreement, with such additions and modifications as agreed upon by the applicable Mortgage Loan Seller and the Depositor. A copy of each Transfer Agreement is attached at Exhibit Q hereto.

Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Defaulting Party: As defined in the Swap Agreement or Cap Agreement, as applicable.

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

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Definitive Certificates: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Deleted Mortgage Loan: A Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor and removed from the Trust Fund.

Delinquency Rate: For any calendar month, a fraction, expressed as a percentage, the numerator of which is the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the close of business on the last day of such month (not including those Mortgage Loans that are liquidated as of the end of the related Prepayment Period).

Delinquency Trigger Event: With respect to any Distribution Date on or after the Stepdown Date, the circumstances in which the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date (for the purpose of this definition, the Credit Enhancement Percentage for each class of the Class M Certificates will be calculated by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Class M Certificates with a lower payment priority than that Class and (ii) the Overcollateralization Amount (in each case after taking into account distributions of principal for that Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date) as set forth below for the most senior Class of LIBOR Certificates then outstanding:

Class		Percentage
A		32.40%
M-1		38.90%
M-2		47.90%
M-3		55.55%
M-4		64.50%
M-5		76.55%
M-6		90.90%
M-7		111.85%
M-8		141.55%
M-9		179.75%
M-10		313.70%

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

Depositor: HSI Asset Securitization Corporation, a Delaware corporation, and its successors in interest.

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Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Institution: Any depository institution or trust company, including the Trustee and the Securities Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1 by Standard & Poor’s.

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.

Derivative Agreement: The Swap Agreement and the Cap Agreement.

Derivative Counterparty: Collectively, the Cap Counterparty and the Swap Counterparty.

Derivative Payment Date: For so long as either the Cap Agreement or the Swap Agreement is in effect, the Business Day preceding each Distribution Date.

Determination Date: means, for each Remittance Date (i) with respect to ▇▇▇▇▇ Fargo, as Servicer, the business day immediately preceding such Remittance Date, and (ii) with respect to Countrywide Servicing, the 15^th day of the calendar month in which such Remittance Date occurs, or if that day is not a business day, the immediately succeeding business day.

Disqualified Non-U.S. Person: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Securities Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the transferor and the Securities Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

Distribution Account: The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.01(c) in the name of the Securities Administrator as paying agent for the benefit of the Trustee and the Certificateholders and designated “▇▇▇▇▇ Fargo Bank, N.A. as securities administrator in trust for registered holders of HSI Asset Securitization Corporation Trust 2007-HE2 Mortgage Pass-Through Certificates, Series 2007-HE2”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

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Distribution Account Deposit Date: As to any Distribution Date, 12:00 noon New York City time on the third Business Day immediately preceding such Distribution Date.

Distribution Date: The 25th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing in May 2007.

Document Certification and Exception Report: The form of report attached to Exhibit F hereto.

Due Date: The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.

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

▇▇▇▇▇: The Commission’s Electronic Data Gathering and Retrieval System.

Eligible Account: Either (i) an account maintained with a federal or state-chartered depository institution or trust company that complies with the definition of Eligible Institution, (ii) an account maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Securities Administrator.

Eligible Institution: A federal or state-chartered depository institution or trust company the commercial paper, short-term debt obligations, or other short-term deposits of which are rated at least “A-1+” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days (or at least “A-2” if the amounts on deposit are to be held in the account for no more than 30 days), “P-1” by Moody’s and “F1+” by Fitch (or a comparable rating if another Rating Agency is specified by the Depositor by written notice to each of the Servicers and the Securities Administrator) or long-term unsecured debt obligations are rated at least “AA-” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days.

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

ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“PTE”) 96-84, 61 Fed. Reg. 58234 (1996), as amended by ▇▇▇ ▇▇-▇▇, ▇▇ ▇▇▇. ▇▇▇. ▇▇▇▇▇ (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) and PTE 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

ERISA-Restricted Certificate: As specified in the Preliminary Statement.

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ERISA-Restricted Trust Certificate: As specified in the Preliminary Statement.

Escrow Account: With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Event of Default: With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount (for purposes of this calculation only, assuming 100% of the Principal Remittance Amount is applied as a principal payment to the LIBOR Certificates on such Distribution Date, but before giving effect to any other distributions on the LIBOR Certificates in reduction of their respective Class Certificate Balances on such Distribution Date) on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution Date.

Excess Reserve Fund Account: The separate Eligible Account created and maintained by the Securities Administrator under the Supplemental Interest Trust pursuant to Sections 3.01(a) and 3.01(b) in the name of the Securities Administrator as paying agent for the benefit of the LIBOR Certificateholders and the Class X Certificateholders and designated “▇▇▇▇▇ Fargo Bank, N.A. as securities administrator in trust for registered holders of HSI Asset Securitization Corporation Trust 2007-HE2, Mortgage Pass-Through Certificates, Series 2007-HE2”. Funds in the Excess Reserve Fund Account shall be held in trust for such Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested. The Excess Reserve Fund Account shall be considered part of the Supplemental Interest Trust but not part of any REMIC.

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

Excluded Trust Assets: As defined in the Preliminary Statement.

Expense Adjusted Mortgage Rate: With respect to any Distribution Date and as to each Mortgage Loan, the per annum rate equal to the Mortgage Rate as of the first day of the related Due Period less the Expense Fee Rate.

Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate and the Master Servicing Fee Rate.

Expense Fees: As to each Mortgage Loan and any Distribution Date, the sum of the Servicing Fee and the Master Servicing Fee.

Extra Principal Payment Amount: As of any Distribution Date, the lesser of (x) the sum of (a) the amount available in each of the Swap Account and the Cap Account for distribution under Section 4.02(e) after distributions for such Distribution Date pursuant to Section 4.02(e)(i) through (iii) and (b) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Overcollateralization Deficiency for such Distribution Date. Amounts available in the Swap Account and the Cap Account as decribed above, if any, will be applied first towards the Extra Principal Payment Amount, before application of any Total Monthly Excess Spread.

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▇▇▇▇▇▇ Mae: The Federal National Mortgage Association, or any successor thereto.

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

Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Mortgage Loan Seller or the Sponsor as contemplated by this Agreement, any Transfer Agreement or the Purchase Agreement, as applicable), a determination made by any Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.

Final Scheduled Distribution Date: The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in April 2037.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Fitch shall be Fitch, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: MBS Monitoring - HASCO (HSI Asset Securitization Corporation Trust 2007-HE2), or such other address as Fitch may hereafter furnish to the Depositor and the Securities Administrator.

Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the Mortgage Rate set forth in the Mortgage Note is fixed for the term of such Mortgage Loan.

Form 8-K Disclosure Information: As defined in Section 8.12(a)(iii).

▇▇▇▇▇▇▇ Mac: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the Index to determine the Mortgage Rate.

Group I Available Funds Cap: With respect to the Group I Mortgage Loans as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Mortgage Rate for each Group I Mortgage Loan then in effect at the beginning of the related Due Period (not including for this purpose any Group I Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date) minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the portion of the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period allocated to the Group I Mortgage Loans based on the applicable Group Percentage, and the denominator of which is equal to the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period and (ii) 12.

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Group I Certificates: As specified in the Preliminary Statement.

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

Group I Principal Payment Amount: With respect to any Distribution Date prior to the Stepdown Date, the Principal Payment Amount multiplied by the Group Principal Allocation Percentage for the Group I Certificates.

Group I Senior Principal Payment Amount: With respect to any Distribution Date, the lesser of (i) the Group I Principal Payment Amount for that Distribution Date and (ii) the excess of (a) the aggregate Class Certificate Balance of the Group I Certificates immediately prior to that Distribution Date over (b) the lesser of (x) 50.60% of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Mortgage Loans for that Distribution Date over 0.50% of the aggregate State Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

Group II Available Funds Cap: With respect to the Group II Mortgage Loans as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Mortgage Rate for each Group II Mortgage Loan then in effect at the beginning of the related Due Period (not including for this purpose any Group II Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date) minus (y) a percentage equal to the product of (i) a fraction, the numerator of which is equal to the portion of the Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Derivative Counterparty Trigger Event) made to the Swap Counterparty with respect to such Due Period allocated to the Group II Mortgage Loans based on the applicable Group Percentage, and the denominator of which is equal to the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period and (ii) 12.

Group II Certificates: As specified in the Preliminary Statement.

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

Group II Principal Payment Amount: With respect to any Distribution Date, the Principal Payment Amount multiplied by the Group Principal Allocation Percentage for the Group II Certificates.

Group II Senior Principal Payment Amount: With respect to any Distribution Date, the lesser of (i) the Group II Principal Payment Amount for that Distribution Date and (ii) the excess of (a) the aggregate Class Certificate Balance of the Group II Certificates immediately prior to that Distribution Date over (b) the lesser of (x) 50.60% of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Mortgage Loans for that Distribution Date over 0.50% of the aggregate State Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

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Group Available Funds Cap: The Group I Available Funds Cap or the Group II Available Funds Cap, as applicable.

Group Percentage: For any Distribution Date and for each of the Group I Mortgage Loans and the Group II Mortgage Loans, a fraction (expressed as a percentage) the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the beginning of the related Due Period and the denominator of which is equal to the aggregate Stated Principal Balance of all the Mortgage Loans as of such date.

Group Principal Allocation Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, determined as follows:

(i) with respect to the Group I Certificates, a fraction, the numerator of which is the portion of the Principal Remittance Amount for that Distribution Date that is attributable to the principal received or advanced on the Group I Mortgage Loans and the denominator of which is the Principal Remittance Amount for that Distribution Date; and

(ii) with respect to the Group II Certificates, a fraction, the numerator of which is the portion of the Principal Remittance Amount for that Distribution Date that is attributable to the principal received or advanced on the Group II Mortgage Loans and the denominator of which is the Principal Remittance Amount for that Distribution Date.

Group Subordinate Amount: For any Distribution Date and (i) for the Group I Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period over the Class Certificate Balance of the Group I Certificates immediately prior to such Distribution Date and (ii) for the Group II Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period over the aggregate Class Certificate Balance of the Group II Certificates immediately prior to the current Distribution Date.

Independent: When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any Affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any Affiliate of such other Person, (C) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

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Index: As to each Adjustable Rate Mortgage Loan, the six-month LIBOR index, from time to time in effect for the adjustment of the Mortgage Rate as set forth in the related Mortgage Note.

Initial Certification: As defined in Section 2.02.

Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including, but not limited to, any standard hazard insurance policy, flood insurance policy, earthquake insurance policy, title insurance policy or Primary Mortgage Insurance Policy (if any), including all riders and endorsements thereto in effect, including any replacement policy or policies.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of Insurance Policies insuring the Mortgage Loan or the related Mortgaged Property.

Interest Accrual Period: With respect to each Class of LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date). For purposes of computing interest accruals on each Class of LIBOR Certificates, each Interest Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. With respect to each Class of Lower Tier Interests and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

Interest Carry Forward Amount: As of any Distribution Date and any Class of LIBOR Certificates, the sum of, if applicable, (i) the portion of the Interest Payment Amount from Distribution Dates prior to the current Distribution Date remaining unpaid immediately prior to the current Distribution Date (excluding any Basis Risk Carryover Amount with respect to such Class), and (ii) interest on the amount in clause (i) above at the applicable Interest Rate (to the extent permitted by applicable law).

Interest Margin: Except as set forth in the following sentence, with respect to each Class of LIBOR Certificates, the following percentages: Class I-A Certificates, 0.210%; Class II-A-1 Certificates, 0.110%; Class II-A-2 Certificates, 0.190%; Class II-A-3 Certificates, 0.260%; Class II-A-4 Certificates, 0.330%; Class M-1 Certificates, 0.370%; Class M-2 Certificates, 0.390%; Class M-3 Certificates, 0.500%; Class M-4 Certificates, 0.850%; Class M-5 Certificates, 1.000%; Class M-6 Certificates, 2.000%, Class M-7 Certificates, 2.000%, Class M-8 Certificates, 2.500%, Class M-9 Certificates, 2.500% and Class M-10 Certificates, 2.000%. On the first Distribution Date after the Optional Termination Date, the Interest Margins shall increase to the following percentages: Class I-A Certificates, 0.420%; Class II-A-1 Certificates, 0.220%; Class II-A-2 Certificates, 0.380%; Class II-A-3 Certificates, 0.520%; Class II-A-4 Certificates, 0.660%; Class M-1 Certificates, 0.555%; Class M-2 Certificates, 0.585%; Class M-3 Certificates, 0.750%; Class M-4 Certificates, 1.275%; Class M-5 Certificates, 1.500%; Class M-6 Certificates, 3.000%, Class M-7 Certificates, 3.000%, Class M-8 Certificates, 3.750%, Class M-9 Certificates, 3.750% and Class M-10 Certificates, 3.000%.

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Interest Payment Amount: With respect to any Distribution Date for each Class of LIBOR Certificates, the amount of interest accrued during the related Interest Accrual Period at the applicable Interest Rate on the related Class Certificate Balance immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.02.

Interest Rate: For each Class of LIBOR Certificates, each Class of Upper Tier REMIC Regular Interest and each class of Lower Tier Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

Interest Remittance Amount: With respect to any Distribution Date and the Mortgage Loans in a Loan Group, that portion of Available Funds attributable to interest relating to the Mortgage Loans in that Loan Group.

Investor: With respect to each MERS Designated Mortgage Loan, the Person named on the MERS System as the investor pursuant to the MERS Procedures Manual.

IRS: The Internal Revenue Service.

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

LIBOR: With respect to any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Securities Administrator on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters screen “LIBOR01” as of 11:00 a.m. (London time) on such date; provided, that if such rate does not appear on Reuters screen “LIBOR01”, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Securities Administrator shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Securities Administrator (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

LIBOR Certificates: As specified in the Preliminary Statement.

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LIBOR Determination Date: With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which a Servicer has certified to the Securities Administrator that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

Liquidation Proceeds: Cash received in connection with the liquidation of a Liquidated Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise.

Loan Group: The Group I Mortgage Loans or the Group II Mortgage Loans, as applicable.

Loan-to-Value Ratio or LTV: As of any date and as to any Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal balance of the Mortgage Loan to (a) in the case of a purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii) its appraised value at the time of sale or (b) in the case of a refinancing or modification, the appraised value of the Mortgaged Property at the time of the refinancing or modification.

London Business Day: Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lower Tier Interest: An interest in any REMIC formed hereby other than the Upper Tier REMIC.

Master Agreement: The ISDA Master Agreement, dated May 4, 2007, entered into between the Supplemental Interest Trust and the Derivative Counterparty.

Master Servicer: ▇▇▇▇▇ Fargo and any successors in interest, and if a successor master servicer is appointed hereunder, such successor.

Master Servicer Event of Default: As defined in Section 9.06.

Master Servicing Fee: As to any Distribution Date and each Mortgage Loan serviced by Countrywide Servicing, an amount equal to 1/12^th the product of (a) the Master Servicing Fee Rate and (b) the outstanding Stated Principal Balance of such Mortgage Loan as of the prior Distribution Date (or as of the Cut-off Date in the case of the first Distribution Date).

Master Servicing Fee Rate: With respect to any Mortgage Loan serviced by Countrywide Servicing, a per annum rate equal to 0.0025%.

Master Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans.

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MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and its successors in interest.

MERS Designated Mortgage Loan: Any Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS, as nominee for the holder from time to time of the Mortgage Note.

MERS Procedure Manual: The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.

MERS® System: MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

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

Monthly Statement: The statement made available to the Certificateholders by the Securities Administrator through its website pursuant to Section 4.03.

Moody’s: ▇▇▇▇▇’▇ Investors Service, Inc. If ▇▇▇▇▇’▇ is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Moody’s shall be ▇▇▇▇▇’▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Residential Mortgage Pass-Through Group, HASCO (HSI Asset Securitization Corporation Trust Series 2007-HE2), or such other address as Moody’s may hereafter furnish to the Depositor and the Securities Administrator.

Mortgage: The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.

Mortgage File: The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.

Mortgage Loan: An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

Mortgage Loan Seller: Any entity which sold Mortgage Loans to the Sponsor pursuant to a Transfer Agreement.

Mortgage Loan Schedule: A schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee on the Closing Date and referred to on Schedule I, such schedule setting forth the Data Tape Information with respect to each Mortgage Loan.

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

Mortgage Rate: The annual rate of interest borne on a Mortgage Note, which shall be adjusted from time to time.

Mortgaged Property: With respect to each Mortgage Loan, the real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by the related Mortgage Note.

Mortgagor: The obligor(s) on a Mortgage Note.

Net Derivative Payment: The net payment required to be made on the Derivative Payment Date either by (a) the Supplemental Interest Trust to the Derivative Counterparty, to the extent that the fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement exceeds the aggregate amount of the corresponding floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any amounts payable by the Derivative Counterparty under the Cap Agreement, or (b) the Derivative Counterparty to the Supplemental Interest Trust, to the extent that the aggregate amount of the floating amount payable by the Derivative Counterparty under the terms of the Swap Agreement and any such amount payable by the Derivative Counterparty under the Cap Agreement exceeds the corresponding fixed amount payable by the Supplemental Interest Trust under the terms of the Swap Agreement, plus in the case of a payment made under either clause (a) or clause (b) any unpaid amounts due under such clause from previous Derivative Payment Dates, and accrued interest thereon as provided in the applicable Derivative Agreement, as calculated by the Derivative Counterparty and furnished to the Supplemental Interest Trust Trustee. Any Swap Termination Payment or Cap Termination Payment will be made exclusive of the Net Derivative Payment required to be made by the Derivative Counterparty or Supplemental Interest Trust, as applicable, under the Swap Agreement or the Cap Agreement.

Net Monthly Excess Cash Flow: For any Distribution Date, the amount of interest and principal remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

Net Prepayment Interest Shortfall: For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls for such Distribution Date exceeds the sum of Compensating Interest payments made with respect to such Distribution Date.

Net Swap Payment: With respect to each Swap Payment Date, the net payment (not including any Swap Termination Payment) required to be made pursuant to the terms of the Swap Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued interest thereon as provided in the Swap Agreement, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

Net WAC Rate: With respect to any Distribution Date (and the related Interest Accrual Period), a per annum rate equal to the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period (not including for this purpose Mortgage Loans for which Principal Prepayments in Full have been received and distributed in the month prior to that Distribution Date).

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NIM Issuer: The entity established as the issuer of the NIM Securities.

NIM Securities: Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by any Rating Agency.

NIM Trustee: The indenture trustee for the NIM Securities.

Non-Delay Certificates: As specified in the Preliminary Statement.

Non-Permitted Transferee: A Person other than a Permitted Transferee.

Non-U.S. Person: A person that is not a U.S. Person.

Nonrecoverable P&I Advance: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment (taking into account Accepted Servicing Practices) of the related Servicer, the Master Servicer, as successor servicer, or any successor master servicer including the Trustee, as applicable, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related Late Collections on such Mortgage Loan or REO Property as provided herein.

Nonrecoverable Servicing Advance: Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in accordance with Accepted Servicing Practices, will not or, in the case of a proposed Servicing Advance, would not be ultimately recoverable from related Late Collections.

Notice of Final Distribution: The notice to be provided by the Securities Administrator pursuant to Section 11.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Offered Certificates: As specified in the Preliminary Statement.

Offering Documents: The Prospectus.

Officer’s Certificate: A certificate signed by an officer of a Servicer or the Master Servicer, as applicable, with responsibility for the servicing of the Mortgage Loans.

Opinion of Counsel: A written opinion of counsel, which may be in-house or outside counsel to the Depositor, the Sponsor, the Master Servicer, the Securities Administrator or the Trustee, acceptable to the Trustee or the Securities Administrator, as applicable, except that any opinion of counsel relating to (a) the qualification of any REMIC created hereunder as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

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Option to Purchase: With respect to any Optional Termination Date, the right of the Master Servicer at its own option to purchase the Mortgage Loans.

Optional Termination Date: Any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is less than or equal to 10.00% of the Cut-off Date Pool Principal Balance.

OTS: Office of Thrift Supervision, and any successor thereto.

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

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

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

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

Overcollateralization Amount: As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the LIBOR Certificates as of such Distribution Date (after giving effect to all payments of principal to such Certificates on such Distribution Date).

Overcollateralization Deficiency: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount (for purposes of this calculation only, assuming 100% of the Principal Remittance Amount is applied as a principal payment to the LIBOR Certificates on such Distribution Date, but before giving effect to any other distributions on the LIBOR Certificates in reduction of their respective Class Certificate Balances on such Distribution Date) applicable to such Distribution Date.

Overcollateralization Reduction Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash Flow.

Overcollateralization Target Amount: Prior to the Stepdown Date, an amount equal to the sum of (i) 2.55% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (ii) the Overcollateralization Target Amount Increase. On and after the Stepdown Date provided a Trigger Event is not in effect, an amount equal to the greater of (i) the sum of (a) 5.10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (b) the Overcollateralization Target Amount Increase and (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that if, on any Distribution Date a Trigger Event exists, the Overcollateralization Target Amount shall not be reduced to the applicable percentage of then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event no longer exists but rather shall remain the Overcollateralization Target Amount as determined for the immediately preceding Distribution Date. When the Class Certificate Balance of each Class of LIBOR Certificates has been reduced to zero, the Overcollateralization Target Amount will thereafter equal zero.

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Overcollateralization Target Amount Increase: For any Distribution Date, the aggregate of all amounts paid to the Class M-10 Certificates in respect of all prior Distribution Dates pursuant to Section 4.02(a)(iii)(I).

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

P&I Advance: As to any Mortgage Loan or REO Property, any advance made by a Servicer in respect of any Remittance Date representing the aggregate of all payments of principal and interest, net of the applicable Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to the related Servicing Agreement.

Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

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

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

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by Moody’s;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

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(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Rating Agency that rates such securities, in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by Fitch, Moody’s and Standard & Poor’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Rating Agency that rates such securities, in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds managed or advised by the Trustee, the Securities Administrator or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Standard & Poor’s and, if rated by Fitch, “AAA” by Fitch; and

(vii) if previously confirmed in writing to the Securities Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to each of the Rating Agencies as a permitted investment of funds backing “Aaa” or “AAA” rated securities;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120.00% of the yield to maturity at par of the underlying obligations.

Permitted Transferee: Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person that is a Disqualified Non-U.S. Person or a U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person, (vi) an “electing large partnership” within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC formed hereby to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of ▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such government unit.

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

Physical Certificates: As specified in the Preliminary Statement.

Pool Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.

Prepayment Charge: Any prepayment premium, penalty or charge collected by a Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment pursuant to the terms of the related Mortgage Note.

Prepayment Interest Excess: With respect to each Servicer, as applicable, the meaning assigned to such term in the related Servicing Agreement

Prepayment Interest Shortfall: With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Prepayment Period: With respect to each Servicer, the meaning assigned to such term (or to the term “Principal Prepayment Period” with respect to ▇▇▇▇▇ Fargo) in the related Servicing Agreement.

Primary Mortgage Insurance Policy: Any mortgage guaranty insurance, if any, on an individual Mortgage Loan as evidenced by a policy or certificate, whether such policy is obtained by the related Mortgage Loan Seller, the lender or the borrower.

Principal Payment Amount: For any Distribution Date, the sum of (i) the Basic Principal Payment Amount for such Distribution Date and (ii) the Extra Principal Payment Amount for such Distribution Date.

Principal Prepayment: Any full or partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) that is received in advance of its scheduled Due Date, excluding any Prepayment Charge thereon, and that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

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Principal Remittance Amount: With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period: (i) each scheduled payment of principal on a Mortgage Loan due during such Due Period and received by the Servicers on or prior to the related Determination Date or advanced by the Servicers for the related Remittance Date, (ii) all Principal Prepayments received during the related Prepayment Period; (iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal, and all Subsequent Recoveries, actually collected by the Servicers during the related Prepayment Period; (iv) the portion of the Repurchase Price allocable to principal with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor, as the case may be, that was repurchased on or prior to the related Determination Date; (v) all Substitution Adjustment Amounts allocable to principal with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; and (vi) the allocable portion of the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 11.01 (to the extent such proceeds relate to principal).

Private Certificates: As specified in the Preliminary Statement.

Prospectus: The Prospectus, dated April 27, 2007, as supplemented by the Prospectus Supplement.

Prospectus Supplement: The Prospectus Supplement, dated May 3, 2007, relating to the Offered Certificates.

PTCE: As defined in Section 5.02(b).

Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of April 1, 2007, between the Depositor and the Sponsor.

Rating Agency: Each of the Rating Agencies specified in the Preliminary Statement. If such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee and the Securities Administrator. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. For purposes of Section 12.05, the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Securities Administrator.

Realized Losses: With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net of the expenses incurred by the applicable Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

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Record Date: With respect to any Distribution Date and any Certificate (other than a Certificate issued in definitive form), the close of business on the Business Day immediately preceding such Distribution Date; provided, however, that, for any Certificate issued in definitive form, the Record Date shall be the close of business on the last Business Day of the month preceding the month in which such applicable Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date).

Reference Bank: As defined in Section 4.04.

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 - 1,631 (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 Investment Letter: As defined in Section 5.02(b).

Regular Certificates: As specified in the Preliminary Statement.

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

Relief Act Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Servicemembers Civil Relief Act or any applicable similar state statutes.

REMIC: Each pool of assets in the Trust Fund designated as a REMIC pursuant to the Preliminary Statement.

REMIC 1: As described in the Preliminary Statement.

REMIC 2: As described in the Preliminary Statement.

REMIC 2 Net Funds Cap: For any Distribution Date (and the related Interest Accrual Period) and any Class of LIBOR Certificates, an amount equal to (i) the weighted average of the interest rates on the Lower Tier Interests in REMIC 2 (other than any interest-only regular interest), weighted in proportion to their Class Certificate Balances as of the beginning of the related Interest Accrual Period, multiplied by (ii) the quotient of (a) 30, divided by (b) the actual number of days in the Interest Accrual Period.

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REMIC 3: As described in the Preliminary Statement.

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

Remittance Date: To the extent provided in the related Servicing Agreement, (i) with respect to ▇▇▇▇▇ Fargo, as Servicer, the 18^th calendar day of any month, or if such 18^th day is not a Business Day, the first Business Day immediately following, and (ii) with respect to Countrywide Servicing, either the 21^st day of any month, or if such 21^st day is not a Business Day, the first Business Day immediately preceding, or the 24^thday of any month, or if such 24^th day is not a Business Day, the first Business Day immediately preceding.

REO Disposition: The final sale by a Servicer of any REO Property.

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

Reportable Event: As defined in Section 8.12(a)(iii).

Reporting Servicer: As defined in Section 8.12(a)(ii).

Repurchase Price: With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Rate from the last date through which interest has been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances, (iv) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any applicable federal, state or local predatory- or abusive-lending law arising from or in connection with the origination of such Mortgage Loan and (v) all expenses incurred by the Master Servicer, the related Servicer or Trustee arising out of the Master Servicer’s, the related Servicer’s or Trustee’s enforcement of the applicable Mortgage Loan Seller’s or Sponsor’s repurchase obligation hereunder.

Request for Release: The Request for Release submitted by a Servicer to the Trustee, substantially in the form of Exhibit J.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee, the Securities Administrator, the Master Servicer, any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate, or any other officer of the Trustee, the Securities Administrator or the Master Servicer customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Agreement.

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Rolling Three Month Delinquency Rate: With respect to any Distribution Date, the average of the Delinquency Rates for each of the three (or one or two, in the case of the first and second Distribution Dates) immediately preceding calendar months.

Rule 144A Investment Letter: As defined in Section 5.02(b).

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

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification: A written certification signed by an officer of the Master Servicer that complies with (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

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

Securities Administrator: ▇▇▇▇▇ Fargo and any successors in interest, and if a successor securities administrator is appointed hereunder, such successor.

Securities Administrator Float Period: With respect to the Distribution Date and the related amounts in the Distribution Account, the period commencing on the Remittance Date immediately preceding such Distribution Date and ending on such Distribution Date.

Senior Interest Payment Amount: With respect to any Distribution Date and any Class of Class A Certificates, the sum of the Interest Payment Amount and the Interest Carry Forward Amount, if any, for that Distribution Date for that Class.

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Servicer: Each of ▇▇▇▇▇ Fargo and Countrywide Servicing, and any successors in interest.

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

Servicing Advances: With respect to the Servicers and the Master Servicer (including the Trustee in its capacity as successor master servicer), all customary and reasonable “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicers in the performance of its servicing obligations under the related Servicing Agreement or by the Master Servicer (including the Trustee in its capacity as successor master servicer) in the performance of its obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) any other expenses permitted to be reimbursed as Servicing Advances under the related Servicing Agreement, as applicable.

Servicing Agreement: Each reconstituted servicing agreement or assignment, assumption and recognition agreement set forth on Exhibit M hereto relating to a Servicer and the servicing of the related Mortgage Loans by such Servicer, as the same may be amended from time to time.

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: With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Servicing Fee Rate: With respect to each Mortgage Loan, the rate specified in the related Servicing Agreement.

Servicing File: With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

Servicing Function Participant: Any Sub-Servicer or Subcontractor of a Servicer, the Master Servicer, the Custodian or the Securities Administrator, respectively.

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

Similar Law: As defined in Section 5.02(b).

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60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due (including any such Mortgage Loan in foreclosure, any such Mortgage Loan related to REO Property and any such Mortgage Loan where the related Mortgagor has filed for bankruptcy), without giving effect to any grace period.

Sponsor: HSBC Bank USA, National Association, a national banking association, and its successors in interest.

Standard & Poor’s: Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 12.05 the address for notices to Standard & Poor’s shall be Standard & Poor’s, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Residential Mortgage Surveillance Group - HASCO (HSI Asset Securitization Corporation Trust, Series 2007-HE2), or such other address as Standard & Poor’s may hereafter furnish to the Depositor and the Securities Administrator.

Standard & Poor’s Glossary: The Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.

Startup Day: The Closing Date.

Stated Principal Balance: As to each Mortgage Loan and as of any date of determination, (i) the principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date (whether or not received), minus (ii) all amounts previously remitted to the Securities Administrator with respect to the related Mortgage Loan representing payments or recoveries of principal including advances in respect of scheduled payments of principal. For purposes of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will give effect to any scheduled payments of principal received by the related Servicer on or prior to the related Determination Date or advanced by the related Servicer for the related Remittance Date and any unscheduled principal payments and other unscheduled principal collections received during the related Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that has prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.

Stepdown Date: The earlier to occur of (i) the first Distribution Date following the Distribution Date on which the aggregate Class Certificate Balances of the Class A Certificates have been reduced to zero and (ii) the later to occur of (a) the Distribution Date in May 2010 and (b) the first Distribution Date on which the Credit Enhancement Percentage for the Class A Certificates (calculated for this purpose only after taking into account payments of principal applied to reduce the Stated Principal Balance of the Mortgage Loans for that Distribution Date but prior to any applications of Principal Payment Amount to the Certificates on that Distribution Date) is greater than or equal to 49.40%.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing of the 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 any Servicer (or a Sub-Servicer of any Servicer), the Master Servicer, the Custodian or the Securities Administrator.

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Subsequent Recovery: With respect to any Mortgage Loan or related Mortgaged Property that became a Liquidated Mortgage Loan or was otherwise disposed of, all amounts received in respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount related to such Mortgage Loan or Mortgaged Property is allocated to reduce the Class Certificate Balance of any Class of Class M Certificates. Any Subsequent Recovery that is received during a Prepayment Period will be included as part of the Principal Remittance Amount for the related Distribution Date.

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

Substitute Mortgage Loan: A Mortgage Loan substituted by a Mortgage Loan Seller or the Sponsor for a Deleted Mortgage Loan which must, in the case of a Mortgage Loan substituted by the Sponsor, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit J, (i) have a Stated Principal Balance, after deduction of all Scheduled Payments due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate not lower than and not more than 1.00% higher than that of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan; and (v) conforms to each representation and warranty applicable to the Deleted Mortgage Loan made in the Purchase Agreement.

Substitution Adjustment Amount: As defined in Section 2.03.

Supplemental Interest Trust: The corpus of a trust created pursuant to Section 4.06 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Supplemental Interest Trust Account, the Swap Account, the Excess Reserve Fund Account, the Cap Agreement, the Cap Account, the Collateral Account, the right to receive the Class X Distributable Amount as provided in Section 4.02(a)(iii)(I), the Class LT3-I Interest in REMIC 3 and the right to receive Class I Shortfalls.

Supplemental Interest Trust Account: The Account created pursuant to Section 4.06(a).

Supplemental Interest Trust Trustee: The trustee of the Supplemental Interest Trust appointed pursuant to Section 4.06(a), which is initially ▇▇▇▇▇ Fargo.

Swap Account: The sub-account of the Supplemental Interest Trust Account created pursuant to Section 4.06(a).

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Swap Agreement: The interest rate swap agreement entered into by the Supplemental Interest Trust and the Swap Counterparty, dated May 4, 2007, which agreement provides for, among other things, a Net Swap Payment to be paid pursuant to the conditions provided therein, commencing with the Distribution Date in June 2007 and ending on the Distribution Date in October 2010, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit O.

Swap Amount: With respect to each Distribution Date and the related Swap Payment Date, the sum of any Net Swap Payment and any Swap Termination Payment deposited in the Swap Account.

Swap Counterparty: The counterparty to the Supplemental Interest Trust under the Swap Agreement, and any successor in interest or assigns. Initially, the Swap Counterparty shall be Wachovia Bank, National Association.

Swap Counterparty Trigger Event: A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event (other than a “Tax Event” or “Illegality” as such terms are defined in the Master Agreement) with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred.

Swap Default: Any of the circumstances constituting an “Event of Default” under the Swap Agreement.

Swap LIBOR: With respect to any Distribution Date (and the Accrual Period relating to such Distribution Date), the product of (i) the Floating Rate Option (as defined in the Swap Agreement) for the related Swap Payment Date, (ii) two, and (iii) the quotient of (a) the actual number of days in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

Swap Payment Date: For so long as the Swap Agreement is in effect or any amounts remain unpaid thereunder, the Business Day immediately preceding each Distribution Date.

Swap Replacement Receipts: As defined in Section 4.08(a)(i).

Swap Replacement Receipts Account: As defined in Section 4.08(a)(i).

Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment required to be made by the Supplemental Interest Trust to the Swap Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts due on previous Distribution Dates and accrued interest thereon as provided in the Swap Agreement, as calculated by the Swap Counterparty and furnished to the Securities Administrator.

Swap Termination Receipts: As defined in Section 4.08(a)(i).

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Swap Termination Receipts Account: As defined in Section 4.08(a)(i).

Tax Matters Person: The Holder of the Class R Certificates designated as “tax matters person” of each REMIC created hereunder in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

Termination Event: The occurrence of a termination event under the termination provision of the Cap Agreement or Swap Agreement, as applicable.

Termination Price: As defined in Section 11.01.

Total Monthly Excess Spread: As to any Distribution Date, an amount equal to the excess, if any, of (i) the interest on the Mortgage Loans (other than Prepayment Interest Excesses) received by the Servicers on or prior to the related Determination Date or advanced by the Servicers for the related Remittance Date (net of Expense Fees) over (ii) the sum of the amounts payable to the Certificates pursuant to Section 4.02(a)(i)(A) through (C) on such Distribution Date.

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

Transfer Affidavit: As defined in Section 5.02(c).

Transfer Agreement: The various agreements by which the Sponsor purchased the Mortgage Loans from the Mortgage Loan Sellers.

Transferor Certificate: As defined in Section 5.02(b).

Trigger Event: Either a Cumulative Loss Trigger Event or a Delinquency Trigger Event.

Trust: The express trust created hereunder in Section 2.01(c).

Trust Fund: The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest and principal with respect thereto received on or after the related Cut-off Date, other than such amounts which were due on the Mortgage Loans on or prior to the related Cut-off Date; (ii) the Collection Account, the Distribution Account, the Cap Termination Receipts Account, the Cap Replacement Receipts Account the Swap Termination Receipts Account, the Swap Replacement Receipts Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Depositor’s rights under the Purchase Agreement, each Transfer Agreement and each Servicing Agreement; (v) the Insurance Policies; and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trustee: Deutsche Bank National Trust Company, a national banking association, and its successors in interest and, if a successor trustee is appointed hereunder, such successor.

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Underwriters’ Exemption: Any exemption listed under footnote 1 of, and amended by, Prohibited Transaction Exemption 96-84, 61 Fed. Reg. 58234 (1996), as amended by ▇▇▇ ▇▇-▇▇, ▇▇ ▇▇▇. ▇▇▇. ▇▇▇▇▇ (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000), PTE 2002-41, 67 Fed. Reg. 54487 (2002) and PTE 2007-5, 72Fed. Reg. 13130 (2007), or any successor exemption.

Unpaid Realized Loss Amount: With respect to any Class of Class M Certificates and as to any Distribution Date, is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recoveries on all previous Distribution Dates. Any amounts distributed to a Class of Class M Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

Upper Tier REMIC: As described in the Preliminary Statement.

Upper Tier REMIC Regular Interest: As described in the Preliminary Statement.

U.S. Person: (i) A citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any State thereof, including, for this purpose, the District of Columbia; (iii) a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any State thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (v) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have authority to control substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons prior to such date, may elect to continue to be U.S. Persons.

Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, 1.00% of all Voting Rights shall be allocated to each of the Class X, Class P and Class R Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests) and the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.

▇▇▇▇▇ Fargo: ▇▇▇▇▇ Fargo Bank, N.A., a national banking association, and its successors in interest.

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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date).

Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Supplemental Interest Trust Trustee) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Credit Risk Manager and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under (i) the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 4 of the Purchase Agreement and (ii) each Servicing Agreement and each Transfer Agreement, to the extent assigned under the Purchase Agreement. The Trustee hereby accepts such assignment, and as set forth herein in Section 2.03(d), shall be entitled to exercise all the rights of the Depositor under the Purchase Agreement as if, for such purpose, it were the Depositor.

(b) In connection with the transfer and assignment of each Mortgage Loan, the Depositor has delivered or caused to be delivered to the Custodian for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned:

(i) the original Mortgage Note bearing all intervening endorsements necessary to show a complete chain of endorsements from the original payee, endorsed in blank, “Pay to the order of _____________, without recourse”, and, if previously endorsed, signed in the name of the last endorsee by a duly qualified officer of the last endorsee;

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(ii) the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank;

(iii) the original of each guarantee executed in connection with the Mortgage Note, if any;

(iv) the original recorded Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the original Mortgage cannot be delivered with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Depositor shall deliver or cause to be delivered to the Custodian, (A) in the case of a delay caused by the public recording office, a copy of such Mortgage certified by the applicable Mortgage Loan Seller, escrow agent, title insurer or closing attorney to be a true and complete copy of the original recorded Mortgage and (B) in the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage;

(v) originals or a certified copy of each modification agreement, if any;

(vi) the originals of all intervening assignments of Mortgage with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such intervening assignment of Mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of Mortgage, a photocopy of such intervening assignment of Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the applicable Mortgage Loan Seller, escrow agent, closing attorney or the title insurer insuring the Mortgage stating that such intervening assignment of Mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of Mortgage or a copy of such intervening assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage will be promptly delivered to the Custodian upon receipt thereof by the party delivering the officer’s certificate or by the applicable Mortgage Loan Seller; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of Mortgage or in the case where an intervening assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of Mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage;

(vii) if the Mortgage Note, the Mortgage, any Assignment of Mortgage or any other related document has been signed by a Person on behalf of the Mortgagor, the copy of the power of attorney or other instrument that authorized and empowered such Person to sign;

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(viii) the original lender’s title insurance policy (or a marked title insurance commitment, in the event that an original lender’s title insurance policy has not yet been issued) in the form of an ALTA mortgage title insurance policy, containing all required endorsements and insuring the Trustee and its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan;

(ix) if applicable, the original of any Primary Mortgage Insurance Policy or certificate or, an electronic certification, evidencing the existence of the Primary Mortgage Insurance Policy or certificate, if private mortgage guaranty insurance is required; and

(x) original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.

From time to time, a Mortgage Loan Seller, the Depositor or a Servicer, as applicable, shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan, in accordance with the terms of this Agreement, the Transfer Agreements and the Servicing Agreements, upon receipt of such documents. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”.

Assignments of Mortgage shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and each Rating Agency have received an Opinion of Counsel from the Depositor, satisfactory in form and substance to the Trustee and each Rating Agency to the effect that the recordation of such Assignments of Mortgage in any specific jurisdiction is not necessary to protect the Trust Fund’s interest in the related Mortgage Note. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned by the Mortgage Loan Seller to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of April 1, 2007, for HSI Asset Securitization Corporation Trust 2007-HE2”.

(c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “HSI Asset Securitization Corporation Trust 2007-HE2” and Deutsche Bank National Trust Company is hereby appointed as Trustee and ▇▇▇▇▇ Fargo Bank, N.A. is appointed as Securities Administrator in accordance with the provisions of this Agreement. The parties hereto acknowledge and agree that it is the policy and intention of the Trust to acquire only Mortgage Loans meeting the requirements set forth in the Transfer Agreements and in the Purchase Agreement.

(d) The Trust shall have the capacity, power and authority, and the Trustee on behalf of the Trust is hereby authorized, to accept the sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Depositor in and to the Trust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

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Section 2.02 Acceptance by the Custodian of the Mortgage Loans. The Custodian shall acknowledge, on the Closing Date, receipt by the Custodian of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E (“Initial Certification”), and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian shall maintain possession of the related Mortgage Notes in the States of Minnesota, California, and Utah unless otherwise permitted by the Rating Agencies.

In connection with the Closing Date, the Custodian shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor, the Securities Administrator, the Trustee and the Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodian File.

Within 90 days of the Closing Date, the Custodian shall ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor, the Securities Administrator, the Trustee and the Servicers, a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect 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 in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it 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 documents, the Mortgage Loan identifying number, the state and five-digit ZIP code of the Mortgaged Property and the original principal balance of the Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. Neither the Trustee nor the Custodian shall be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.

The Custodian shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein.

Section 2.03 Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans.

(a) Upon the removal of a Deleted Mortgage Loan and the substitution of a Substititute Mortgage Loan and the deposit to the related Collection Account of the amount required to be deposited therein in connection with such substitution, the Custodian shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Mortgage Loan Seller and the Trustee, upon receipt of a Request for Release certifying that all amounts required to be deposited in accordance with this Section 2.03(a) have been deposited in the related Collection Account, shall execute and deliver at the applicable Mortgage Loan Seller’s direction such instruments of transfer or assignment prepared by the applicable Mortgage Loan Seller in each case without recourse, as shall be necessary to vest title in the applicable Mortgage Loan Seller of the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

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(b) In addition to the repurchase or substitution obligations referred to in Section 2.03(d) below, the Sponsor shall indemnify the Depositor, any of its Affiliates, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Trust and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses (including, without limitation, any taxes payable by the Trust) resulting from any third party claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Sponsor of any of its representations and warranties or obligations contained in this Agreement.

(c) Upon receipt of a Request for Release substantially in the form of Exhibit J hereto, the Custodian shall release the related Custodial File held for the benefit of the Certificateholders to the related Mortgage Loan Seller or the Sponsor, as applicable, as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. In accordance with Section 12.05(a), the Securities Administrator shall promptly notify each Rating Agency of a purchase of a Mortgage Loan pursuant to this Section 2.03 or pursuant to a Transfer Agreement.

(d) The Trustee acknowledges that, except as provided in Section 5 of the Purchase Agreement, the Sponsor shall not have any obligation or liability with respect to any breach of a representation or warranty made by it with respect to a Mortgage Loan sold by it, provided that such representation or warranty was also made by a Mortgage Loan Seller with respect to the related Mortgage Loan. It is understood and agreed that the representations and warranties of the Sponsor set forth in Section 4 of the Purchase Agreement and assigned to the Trustee by the Depositor hereunder shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee on the Closing Date, and shall inure to the benefit of the Trustee and the Certificateholders notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage and shall continue throughout the term of this Agreement. Upon the discovery by any of the Sponsor, the Depositor, the Securities Administrator, the Trustee, the Master Servicer or any Servicer of a breach of any of the Sponsor’s representations and warranties set forth in Section 4 of the Purchase Agreement, the party discovering the breach shall give prompt written notice to the others. Within 30 days of the earlier of either discovery by or notice to the Sponsor of any breach of any of the foregoing representations or warranties that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Sponsor shall use its best efforts to cure such breach in all material respects and, if such defect or breach cannot be remedied, the Sponsor shall, at the Depositor’s instructions as specified in writing and provided to the Sponsor and the Trustee, (i) if such 30-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the same manner and subject to the same conditions set forth in this Section 2.03 or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Custodian of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Custodian for any such Substitute Mortgage Loan. It is understood and agreed that the obligations of the Sponsor under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Sponsor set forth in Section 2.03(b), shall constitute the sole remedies against the Sponsor available to the Certificateholders, the Depositor and any of its affiliates, or the Trustee on their behalf.

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The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the Custodian for the benefit of the Certificateholders.

Section 2.04 Execution and Delivery of Certificates. The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has executed and delivered to, or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

Section 2.05 REMIC Matters. The Preliminary Statement sets forth the designations for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. The “latest possible maturity date” is the Distribution Date occurring three years after the month in which the latest Mortgage Loan maturity date (of the Mortgage Loans held in the Trust on the Closing Date) occurs.

Section 2.06 Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the other parties to this agreement that as of the date of this Agreement or as of such date specifically provided herein:

(a) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b) The Depositor has the power and authority to convey the Mortgage Loans and to execute, deliver and perform, and to enter into and consummate transactions contemplated by, this Agreement;

(c) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite company action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(d) No consent, approval, authorization or order of, or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been received or obtained on or prior to the Closing Date;

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(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans;

(f) There are no actions, suits or proceedings before or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Depositor’s reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement;

(g) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that would materially and adversely affect its performance hereunder; and

(h) Immediately prior to the transfer and assignment by the Depositor to the Trustee on the Closing Date, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 12.04.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.06 shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Trustee.

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01 Establishment of Certain Accounts. (a) (i) The Securities Administrator shall establish and maintain the Excess Reserve Fund Account as an asset of the Supplemental Interest Trust, on behalf of the Class X Certificateholders, to receive any Basis Risk Payment and to secure their limited recourse obligation to pay to the LIBOR Certificateholders any Basis Risk Carryover Amounts. The Excess Reserve Fund Account shall be funded on the Closing Date with an initial deposit of $1,000 by the Depositor.

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(ii) On each Distribution Date, the Securities Administrator shall deposit the amount of any Basis Risk Payment for such date into the Excess Reserve Fund Account.

(b) (i) On each Distribution Date on which there exists a Basis Risk Carryover Amount on any Class of LIBOR Certificates, the Securities Administrator shall (1) withdraw from the Distribution Account and deposit in the Excess Reserve Fund Account, as set forth in Section 4.02(a)(iii)(D), the lesser of (x) the Class X Distributable Amount (without regard to the reduction in the definition thereof with respect to the Basis Risk Payment (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A) through (I)) and (y) the aggregate Basis Risk Carryover Amounts for such Distribution Date and (2) withdraw from the Excess Reserve Fund Account amounts necessary to pay to such Class or Classes of LIBOR Certificates the applicable Basis Risk Carryover Amount. Such payments shall be allocated to those Classes on a pro rata basis based upon the amount of Basis Risk Carryover Amount owed to each such Class and shall be paid in the priority set forth in Sections 4.02(a)(iii)(E).

(ii) The Securities Administrator shall account for the Excess Reserve Fund Account as an asset of a grantor trust under subpart E, Part I of subchapter J of the Code and not as an asset of any REMIC created pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund Account are the Class X Certificateholders. For all federal tax purposes, amounts transferred by the Upper Tier REMIC to the Excess Reserve Fund Account shall be treated as distributions by the Securities Administrator to the Class X Certificateholders.

(iii) Any Basis Risk Carryover Amounts paid by the Securities Administrator to the LIBOR Certificateholders shall be accounted for by the Securities Administrator as amounts paid first to the Holders of the Class X Certificates and then to the respective Class or Classes of LIBOR Certificates. In addition, the Securities Administrator shall account for such Certificateholders’ rights to receive payments of Basis Risk Carryover Amounts as rights in a limited recourse notional principal contract written by the Class X Certificateholders in favor of such Certificateholders.

(iv) Notwithstanding any provision contained in this Agreement, the Securities Administrator shall not be required to make any payments to and from the Excess Reserve Fund Account except as expressly set forth in this Section 3.01(b) and Sections 4.02(a)(iii)(D), (E) and (J).

(c) The Securities Administrator shall establish and maintain the Distribution Account on behalf of the Certificateholders. The Master Servicer shall, promptly upon receipt, deposit in the Distribution Account and retain therein the following:

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(i) the aggregate amount remitted by the Servicers to the Master Servicer pursuant to the Servicing Agreements ;

(ii) any amount deposited by the Servicers pursuant to the Servicing Agreements in connection with any losses on Permitted Investments; and

(iii) any other amounts deposited hereunder which are required to be deposited in the Distribution Account.

In the event that a Servicer shall remit any amount not required to be remitted, it may at any time direct the Securities Administrator in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Securities Administrator which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Securities Administrator in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 4.02.

Section 3.02 Investment of Funds in the Distribution Account. (a) The Securities Administrator may invest funds in the Distribution Account during the Securities Administrator’s Float Period, in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement; provided, however, that any such Permitted Investment managed by or advised by the Securities Administrator or any of its Affiliates may mature, unless payable on demand, no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in the Distribution Account shall be made in the name of the Securities Administrator. The Securities Administrator shall be entitled to sole possession over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Securities Administrator or its agent, as applicable, together with any document of transfer necessary to transfer title to such investment to the Securities Administrator or its agent, as applicable. In the event amounts on deposit in the Distribution Account are at any time invested in a Permitted Investment payable on demand, the Securities Administrator may:

(x)

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

(y)

demand payment of all amounts due thereunder that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Distribution Account.

(b) All income and gain realized from the investment of funds deposited in the Distribution Account held by the Securities Administrator during the Securities Administrator’s Float Period, shall be for the benefit of the Securities Administrator, and shall be subject to the Securities Administrator’s withdrawal in the manner set forth in Section 4.01. Notwithstanding anything in this Section 3.02(b), the Securities Administrator shall be liable to the Trust for any loss on any funds it has invested under this Section 3.02(b) only during the Securities Administrator Float Period, and the Securities Administrator shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such account immediately upon realization of such loss.

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(c) The Securities Administrator or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Securities Administrator’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable for payable pursuant to this Agreement.

Section 3.03 Report on Assessment of Compliance with Relevant Servicing Criteria. On or before March 15^th of each calendar year, commencing in March 2008, the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria set forth in Exhibit S that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 8.12, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.

Promptly after receipt of each such report on assessment of compliance as well as the reports on assessment of compliance provided to the Depositor under the Servicing Agreements, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, the Custodian, any Servicer and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S or as set forth in the applicable Servicing Agreement.

The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Securities Administrator an annual report on assessment of compliance within the time frame set forth in the applicable Servicing Agreement, and in such form and substance as may be required by the applicable Servicing Agreement.

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In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.03, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Section 3.04 Report on Attestation of Compliance with Relevant Servicing Criteria.On or before March 15^th of each calendar year, commencing in March 2008, the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.

Promptly after receipt of each such assessment of compliance and attestation report as well as the assessment of compliance and attestation report provided the Depositor under the Servicing Agreements, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Master Servicer an attestation within the time frame set forth in the applicable Servicing Agreement, and in such form and substance as may be required by the applicable Servicing Agreement.

In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement or any other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Section 3.05 Annual Officer’s Certificates.(a) Each Form 10-K filed with the Commission shall include a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each of the Master Servicer, the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 10^th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or by facsimile at ▇▇▇-▇▇▇-▇▇▇▇. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement.

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

In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Section 3.06 Indemnification.(a) Each of the Depositor, the Master Servicer, the Securities Administrator, the Custodian, the Trustee (only in the case of any failure to deliver any information, data or materials required to be included in any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information that the Trustee is obligated to provide, and only with respect to the Depositor, the Master Servicer and the Securities Administrator) and any Servicing Function Participant (each, an “Indemnifying Party”) engaged by any such party, shall indemnify and hold harmless each other Indemnifying Party, and each of its directors, officers, employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any breach by such party of any if its obligations hereunder, including particularly its obligations to provide any annual statement of compliance, annual assessment of compliance with Servicing Criteria or attestation report or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by such party including any material misstatement or material omission in (i) any annual statement of compliance, annual assessment of compliance with Servicing Criteria or attestation report delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information provided by it, or (c) the negligence, bad faith or willful misconduct of such indemnifying party in connection with its performance hereunder. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee, the Custodian or the Depositor, as the case may be, then each Indemnifying Party agrees that it shall contribute to the amount paid or payable by the Master Servicer, the Securities Administrator, the Trustee, the Custodian or the Depositor, as applicable, as a result of any claims, losses, damages or liabilities incurred by such party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

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(b) The Depositor, the Securities Administrator, the Custodian and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator, the Custodian, the Trustee or the Trust to indemnification from the Master Servicer, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. If the Master Servicer and any such indemnified party have a conflict of interest with respect to any such claim, the indemnified party shall have the right to retain separate counsel.

Section 3.07 Advances. (a) To the extent provided in the related Servicing Agreement, the amount of P&I Advances to be made by each Servicer for any Remittance Date shall equal, subject to Section 3.07(c), the sum of (i) the aggregate amount of Scheduled Payments (with each interest portion thereof net of the related Servicing Fee), due during the Due Period immediately preceding such Remittance Date in respect of the Mortgage Loans, which Scheduled Payments were not received as of the close of business on the related Determination Date, plus (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the excess, if any, of the Scheduled Payments (with each interest portion thereof net of the related Servicing Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans, over the net income from such REO Property transferred to the Collection Account for distribution on such Remittance Date.

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(b) To the extent provided in the related Servicing Agreement, on each Remittance Date, each Servicer shall remit in immediately available funds to the Master Servicer an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Remittance Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of the Collection Account that Amounts Held for Future Distribution have been, as permitted by this Section 3.07, used by it in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the applicable Servicer with respect to the Mortgage Loans and REO Properties. To the extent provided in the related Servicing Agreement, any Amounts Held for Future Distribution and so used shall be appropriately reflected in the applicable Servicer’s records and replaced by such Servicer by deposit in the Collection Account on or before any future Remittance Date to the extent required.

(c) To the extent provided in the related Servicing Agreement, the obligation of each Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from coverage under this Agreement, except as otherwise provided in this Section.

(d) To the extent provided in the related Servicing Agreement, notwithstanding anything herein to the contrary, no P&I Advance or Servicing Advance shall be required to be made hereunder by any Servicer if such P&I Advance or Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. To the extent provided in the related Servicing Agreement, the determination by any Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance, respectively, shall be evidenced by a Servicing Officer’s certificate of the applicable Servicer delivered to the Master Servicer. In addition, to the extent provided in the related Servicing Agreement, the Servicer shall not be required to advance any Relief Act Interest Shortfalls.

(e) To the extent provided in the related Servicing Agreement, except as otherwise provided herein, the Servicer shall be entitled to reimbursement pursuant the applicable section of its related Servicing Agreement for Servicing Advances from recoveries from the related Mortgagor or from all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds, Condemnation Proceeds and Subsequent Recoveries) with respect to the related Mortgage Loan.

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ARTICLE IV

DISTRIBUTIONS

Section 4.01 The Distribution Account. On each Remittance Date, the Master Servicer shall deposit in the Distribution Account all funds remitted to it by the Servicers pursuant to the Servicing Agreements. The Securities Administrator may retain or withdraw from the Distribution Account, (i) the Master Servicing Fee, (ii) amounts necessary to reimburse the Servicers pursuant to the Servicing Agreements, (iii) amounts necessary to reimburse the Master Servicer for any previously unreimbursed Advances and any Advances the Master Servicer deems to be nonrecoverable from the related Mortgage Loan proceeds, (iv) an amount to indemnify the Master Servicer or the Servicers for amounts due in accordance with this Agreement, (v) all amounts representing Prepayment Charges (payable to the Class P Certificateholders), (vi) to reimburse the Master Servicer, any Servicer or the Trustee, as the case may be, for expenses reasonably incurred in respect of any breach or defect giving rise to the repurchase obligation of a Mortgage Loan Seller under a Transfer Agreement or the Sponsor under this Agreement that were included in the Repurchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the repurchase obligation, to the extent not otherwise paid pursuant to the terms hereof and (vii) any other amounts that each of the Depositor, Trustee, Master Servicer and the Securities Administrator is entitled to receive hereunder for reimbursement, indemnification or otherwise.

Section 4.02 Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining:

(i) to the Supplemental Interest Trust and the holders of each Class of LIBOR Certificates in the following order of priority:

(A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest Trust Account, the amount of any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates;

(B) concurrently:

(1) from the remaining Interest Remittance Amount related to the Group I Mortgage Loans, to the Class I-A Certificates, the related Senior Interest Payment Amount for such Class of Certificates on such Distribution Date; and

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(2) from the remaining Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata, based on the amounts distributable under this clause (i)(B)(2), the related Senior Interest Payment Amount for each such Class of Certificates on such Distribution Date;

provided, that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth in clauses (i)(B)(1) or (i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Certificate Group will be available to cover that shortfall, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the amounts of such shortfall; and

(C) from any remaining Interest Remittance Amount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, the Interest Payment Amount for such Class and such Distribution Date;

(ii) (A) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) before the Stepdown Date or (2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority:

(a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02;

(b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c);

(c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

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(B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) on and after the Stepdown Date and as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority:

(b) concurrently (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as described in Section 4.02(c);

(c) sequentially, to each Class of Class M Certificates, in the order set forth in the definition of Class M Principal Payment Amount, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero;

(iii) any amounts remaining after the distributions in paragraphs (i) and (ii) of this Section 4.02(a), plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority, such distributions to be made immediately after distributions for such Distribution Date pursuant to Section 4.02(e):

(A) to the extent not paid pursuant to Section 4.02(a)(i)(B) and Section 4.02(e)(iii), to the Class A Certificates, any Senior Interest Payment Amount, allocated pro rata among such Classes in proportion to the amount of the unpaid Senior Interest Payment Amount for such Classes;

(B) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, to the extent not paid for such Distribution Date pursuant to Section 4.02(a)(i)(C) and Section 4.02(e)(iii), any Interest Payment Amount for any such Class;

(C) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, first to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(v), any Interest Carry Forward Amount for that Class, and second, to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(v), any Unpaid Realized Loss Amount for that Class;

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(D) to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(vi), to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date;

(E) to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(vii), from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to each Class of LIBOR Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C) of this Section 4.02;

(F) to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(viii), to the Credit Risk Manager, the Credit Risk Manager Fee;

(G) On the Distribution Date occurring in May 2010 (or the next succeeding Distribution Date on which sufficient funds are available in the Distribution Account to make such distributions to the Class P Certificates), $100 to the Class P Certificates in payment of its Class P Principal Amount;

(H) to the extent not paid for such Distribution Date pursuant to Section 4.02(e)(x), to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event;

(I) to the Class M-10 Certificates, until the Class Certificate Balance of such Class is reduced to zero; provided, however, the Class M-10 Certificates will not be entitled to receive any Overcollateralization Reduction Amount;

(J) to the extent not distributed pursuant to Sections 4.02(a)(iii)(A) through (I) and Section 4.02(e)(xi), to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount; and

(K) to the holders of the Class R Certificates, any remaining amount;

If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Senior Interest Payment Amount, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above.

(b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates.

(c) All principal distributions to the holders of the Class A Certificates on any Distribution Date prior to the Stepdown Date will be allocated concurrently to (i) the Group I Certificates and (ii) the Group II Certificates based on the Group Principal Allocation Percentage for the Group I Certificates and the Group II Certificates, as applicable, for that Distribution Date. On or after the Stepdown Date, as long as no Trigger Event is in effect, principal distributions to the holders of the Certificates of either Certificate Group will be determined based on the Group I Senior Principal Payment Amount or Group II Senior Principal Payment Amount, as applicable. However, if the Class Certificate Balances of the Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Certificates of the retired Certificate Group on that Distribution Date, and on all subsequent Distribution Dates, will be distributed to the holders of the Certificates in the other Certificate Group remaining outstanding, in accordance with the principal distribution priorities described in Section 4.02(a)(ii)(A)(b) for such Certificate Group and this Section 4.02(c). If the Class Certificate Balances of the Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining Principal Payment Amount distributable to the Certificates of the retired Certificate Group on that Distribution Date, and all subsequent Distribution Dates, will be distributed to the holders of the Certificates of the Certificate Group remaining outstanding, in accordance with the priorities described in Section 4.02(a)(ii)(B)(b) for such Certificate Group and this Section 4.02(c), except that the remaining Certificate Group’s Senior Principal Payment Amount will be computed without regard to that Certificate Group’s Principal Payment Amount.

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Any principal distributions allocated to the Group II Certificates will be allocated sequentially as follows:

(i) to the Class II-A-1 Certificates, until the Class Certificate Balance of such Class has been reduced to zero;

(ii) to the Class II-A-2 Certificates, until the Class Certificate Balance of such Class has been reduced to zero;

(iii) to the Class II-A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; and

(iv) to the Class II-A-4 Certificates, until the Class Certificate Balance of such Class has been reduced to zero.

Notwithstanding the above paragraph, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates and the Overcollateralization Amount have been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata among the Classes of Group II Certificates, based upon their respective Class Certificate Balances.

(d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order:

(i) First, to the amount of interest payable to the Class X Certificates; and

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(ii) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled.

(e) On any Distribution Date (or any Derivative Payment Date, as applicable), the Securities Administrator shall distribute any Swap Amount and Cap Amount for such date as follows, such distributions to be made immediately before distributions for such Distribution Date under Section 4.02(a)(iii):

(i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Derivative Payment Date to the extent not previously paid pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B);

(ii) to the Swap Counterparty, any Swap Termination Payment not resulting from a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement for such Derivative Payment Date;

(iii) to the extent not paid and in the order of priority provided in clauses (a)(i)(B) and (a)(i)(C) of this Section 4.02, to the Class A Certificates any Senior Interest Payment Amounts, and to the Class M Certificates, in ascending order by numerical class designation, any Interest Payment Amounts;

(iv) to the Class A Certificates and the Class M Certificates in the order of priority set forth in clauses (a)(ii)(A)(b), (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date;

(v) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class;

(vi) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date;

(vii) to the LIBOR Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C) of this Section 4.02;

(viii) to the Credit Risk Manager, the Credit Risk Manager Fee;

(ix) if applicable, to the Swap Termination Receipts Account or Cap Termination Receipts Account for application to the purchase of a replacement swap agreement or replacement cap agreement pursuant to Section 4.08;

(x) to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; and

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(xi) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount.

With respect to each Distribution Date, the sum of all amounts distributed pursuant to priorities (e)(iv) and (e)(v) second of this Section 4.02(e) cannot exceed the amount of cumulative Realized Losses incurred up to such Distribution Date minus any distributions made on previous Distribution Dates pursuant to such priorities.

Section 4.03 Monthly Statements to Certificateholders

. (a) Not later than each Distribution Date, the Securities Administrator shall make available to each Certificateholder, the Master Servicer, the Servicers, the Credit Risk Manager, the Depositor, the Trustee, the Derivative Counterparty and each Rating Agency a statement, based on information provided by the Servicers and the Derivative Counterparty, setting forth with respect to the related distribution:

(i) the amount thereof allocable to principal, separately identifying the aggregate amount of any Principal Prepayments, Liquidation Proceeds and Subsequent Recoveries;

(ii) the amount thereof allocable to interest, any Interest Carry Forward Amounts included in such distribution and any remaining Interest Carry Forward Amounts after giving effect to such distribution, any Basis Risk Carryover Amount for such Distribution Date and the amount of all Basis Risk Carryover Amount covered by withdrawals from the Excess Reserve Fund Account on such Distribution Date;

(iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall and the allocation thereof as between principal and interest, including any Basis Risk Carryover Amount not covered by amounts in the Excess Reserve Fund Account;

(iv) the Class Certificate Balance of each Class of Certificates after giving effect to the distribution of principal on such Distribution Date;

(v) the Pool Stated Principal Balance for the following Distribution Date;

(vi) the amount of the Expense Fees (in the aggregate and separately stated) paid to or retained by the Servicers, any Subservicer and the Master Servicer with respect to such Distribution Date;

(vii) the Interest Rate for each such Class of Certificates) with respect to such Distribution Date;

(viii) the amount of P&I Advances included in the distribution on such Distribution Date and the aggregate amount of P&I Advances outstanding as of the close of business on the Determination Date immediately preceding such Distribution Date;

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(ix) by Loan Group and in the aggregate, the number and aggregate outstanding principal balances of Mortgage Loans (except those Mortgage Loans that are liquidated as of the end of the related Prepayment Period) (1) as to which the Scheduled Payment is delinquent 31 to 60 days, 61 to 90 days and 91 or more days, (2) that have become REO Property, (3) that are in foreclosure and (4) that are in bankruptcy, in each case as of the close of business on the last Business Day of the immediately preceding month;

(x) by Loan Group and in the aggregate, with respect to Mortgage Loans that became REO Properties during the preceding calendar month, the number and the aggregate Stated Principal Balance of such Mortgage Loans as of the close of business on the Determination Date preceding such Distribution Date and the date of acquisition thereof;

(xi) by Loan Group and in the aggregate, the total number and aggregate principal balance of any REO Properties as of the close of business on the Determination Date preceding such Distribution Date;

(xii) whether a Trigger Event has occurred and is continuing;

(xiii) the amount on deposit in the Excess Reserve Fund Account (after giving effect to distributions on such Distribution Date);

(xiv) in the aggregate and for each Class of Certificates, the aggregate amount of Applied Realized Loss Amounts incurred during the preceding calendar month and aggregate Applied Realized Loss Amounts through such Distribution Date;

(xv) the amount of any Net Monthly Excess Cash Flow on such Distribution Date and the allocation thereof to the Certificateholders with respect to Applied Realized Loss Amounts and Interest Carry Forward Amounts;

(xvi) the Overcollateralization Amount and Overcollateralization Target Amount;

(xvii) Prepayment Charges collected by the Servicers;

(xviii) the Cumulative Loss Percentage and the Rolling Three Month Delinquency Rate;

(xix) the amount of Credit Risk Management Fees paid during the Due Period to which such Distribution Date relates; and

(xx) the amount of any Net Derivative Payment made to the Supplemental Interest Trust pursuant to Section 4.02, any Net Derivative Payment made to the Derivative Counterparty pursuant to Section 4.02, any Swap Termination Payment or Cap Termination Payment made to the Supplemental Interest Trust pursuant to Section 4.02 and any Swap Termination Payment made to the Swap Counterparty pursuant to Section 4.02.

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(b) For purposes of preparing the Monthly Statement, delinquencies shall be determined and reported by the Master Servicer based on the so-called “OTS” methodology irrespective of the method for determining delinquencies utilized by the Servicers on mortgage loans similar to the Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with respect to a Scheduled Payment due on a Due Date if such Scheduled Payment is not made by the close of business on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to such Scheduled Payment if such Scheduled Payment were not made by the close of business on the Mortgage Loan’s second succeeding Due Date.

(c) The Securities Administrator’s responsibility for making available the above statement to the Certificateholders, each Rating Agency, the Master Servicer, each Servicer, the Trustee and the Depositor is limited to the availability, timeliness and accuracy of the information derived from the Master Servicer and the Servicers. The Securities Administrator will provide the above statement via the Securities Administrator’s internet website. The Securities Administrator’s website will initially be located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. Parties that are unable to use the above distribution method 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 manner in which the above statement is distributed in order to make such distribution more convenient and/or more accessible, and the Securities Administrator shall provide timely and adequate notification to the Certificateholders and the parties hereto regarding any such changes. A paper copy of the statement will also be made available upon request.

(d) Within a reasonable period of time after the end of each calendar year, the Securities Administrator shall, upon request, cause to be furnished to each Person who at any time during the calendar year was a Certificateholder, a statement containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vi) of this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall have previously been provided by the Securities Administrator pursuant to any requirements of the Code as from time to time in effect.

Section 4.04 Certain Matters Relating to the Determination of LIBOR. LIBOR shall be calculated by the Securities Administrator in accordance with the definition of LIBOR. Until all of the LIBOR Certificates are paid in full, the Securities Administrator will at all times retain at least four Reference Banks for the purpose of determining LIBOR with respect to each LIBOR Determination Date. The Securities Administrator initially shall designate the Reference Banks (after consultation with the Depositor). Each “Reference Bank” shall be a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market, shall not control, be controlled by, or be under common control with, the Securities Administrator and shall have an established place of business in London. If any such Reference Bank should be unwilling or unable to act as such or if the Securities Administrator should terminate its appointment as Reference Bank, the Securities Administrator shall promptly appoint or cause to be appointed another Reference Bank (after consultation with the Depositor). The Securities Administrator shall have no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by circumstances beyond its reasonable control.

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The Interest Rate for each Class of LIBOR Certificates for each Interest Accrual Period shall be determined by the Securities Administrator on each LIBOR Determination Date so long as the LIBOR Certificates are outstanding on the basis of LIBOR and the respective formulae appearing in footnotes corresponding to the LIBOR Certificates in the table relating to the Certificates in the Preliminary Statement. The Securities Administrator shall not have any liability or responsibility to any Person for its inability, following a good-faith reasonable effort, to obtain quotations from the Reference Banks or to determine the arithmetic mean referred to in the definition of LIBOR, all as provided for in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and each Interest Rate for the LIBOR Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

Section 4.05 Allocation of Applied Realized Loss Amounts. Any Applied Realized Loss Amounts shall be allocated by the Securities Administrator to the most junior Class of Class M Certificates then outstanding in reduction of the Class Certificate Balance thereof.

Section 4.06 Supplemental Interest Trust. (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee for the benefit of the Class X Certificateholders. The Securities Administrator is hereby appointed Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee shall establish an account (the “Supplemental Interest Trust Account”) consisting of two sub-accounts (the “Swap Account” and the “Cap Account,” respectively), into each of which the Depositor shall deposit $500 on the Closing Date. The Supplemental Interest Trust Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Securities Administrator held pursuant to this Agreement.

(b) In addition, the Supplemental Interest Trust Trustee shall establish a collateral account (the “Collateral Account”). The Collateral Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Securities Administrator held pursuant to this Agreement.

(c) The Supplemental Interest Trust Trustee shall deposit into the Swap Account any Net Derivative Payment required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a) and 4.02(a)(ii)(B)(a), any Swap Termination Payment required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a) and 4.02(a)(iii)(G), and any amounts received from the Swap Counterparty under the Swap Agreement, and shall distribute from the Supplemental Interest Trust Account any Net Derivative Payment required pursuant to Section 4.02(e)(i) or any Swap Termination Payment required pursuant to Sections 4.02(e)(ii) or 4.02(e)(x), as applicable.

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(d) The Supplemental Interest Trust Trustee shall deposit into the Cap Account any amounts received from the Cap Counterparty under the Cap Agreement.

(e) Funds in the Swap Account shall be invested in Permitted Investments constituting time deposits under clause (ii) of the definition thereof. Any earnings on such amounts shall be distributed on each Distribution Date pursuant to Section 4.02(e). The Class X Certificates shall evidence ownership of the Swap Account for federal income tax purposes and the Holder thereof shall direct the Supplemental Interest Trust Trustee, in writing, as to investment of amounts on deposit therein. The Sponsor shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholders as to investment of funds on deposit in the Swap Account, such funds shall be invested in the ▇▇▇▇▇ Fargo Advantage Prime Investment Money Market Fund or a comparable investment vehicle. Any amounts on deposit in the Swap Account in excess of the Swap Amount on any Distribution Date shall be held for distribution pursuant to Section 4.02(e) on the following Distribution Date.

(f) Funds in the Cap Account shall be invested in Permitted Investments constituting time deposits under clause (ii) of the definition thereof. Any earnings on such amounts shall be distributed on each Distribution Date pursuant to Section 4.02(e). The Class X Certificates shall evidence ownership of the Cap Account for federal income tax purposes and the Holder thereof shall direct the Supplemental Interest Trust Trustee, in writing, as to investment of amounts on deposit therein. The Sponsor shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class X Certificateholders as to investment of funds on deposit in the Cap Account, such funds shall be invested in the ▇▇▇▇▇ Fargo Advantage Prime Investment Money Market Fund or a comparable investment vehicle. Any amounts on deposit in the Cap Account in excess of the Cap Amount on any Distribution Date shall be held for distribution pursuant to Section 4.02(e) on the following Distribution Date.

(g) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the Collateral Account. Funds posted by the Cap Counterparty (or its credit support provider) and/or the Swap Counterparty (or its credit support provider) in the Collateral Account shall be invested in Permitted Investments at the written direction of the Cap Counterparty and/or Swap Counterparty, as applicable. Any interest earnings on such amounts shall be remitted to the Cap Counterparty and/or Swap Counterparty, as applicable, pursuant to the terms of the Credit Support Annex. The Supplemental Interest Trust Trustee shall not be liable for any losses incurred on such investments. In the absence of prior written instructions from the Cap Counterparty (or its credit support provider) and/or the Swap Counterparty (or its credit support provider) as to investment of funds on deposit in the Collateral Account, such funds shall be invested in the ▇▇▇▇▇ Fargo Advantage Prime Investment Money Market Fund or a comparable investment vehicle. On the Distribution Date immediately following a Swap Payment Date where a shortfall exists with respect to a Net Swap Payment or a Swap Termination Payment owed by the Swap Counterparty as a result of its failure to make payments pursuant to the Swap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Swap Account and distributed as all or a portion of such Net Swap Payment or Swap Termination Payment pursuant to Section 4.02(e). On the Distribution Date where a shortfall exists with respect to Cap Amounts owed by the Cap Counterparty as a result of its failure to make payments pursuant to the Cap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Cap Account and distributed as all or a portion of such Cap Amount pursuant to Section 4.02(e). Any amounts on deposit in the Collateral Account required to be returned to the Cap Counterparty (or its credit support provider) and/or the Swap Counterparty (or its credit support provider), as applicable, as a result of (i) the termination of the Swap Agreement or Cap Agreement, as applicable, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the Swap Agreement, shall be released directly to the Swap Counterparty and/or the Cap Counterparty, as applicable, pursuant to the terms of the Credit Support Annex

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(h) Upon termination of the Trust Fund, any amounts remaining in the Swap Account or the Cap Account shall be distributed pursuant to the priorities set forth in Section 4.02(e).

(i) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the holder of the Class X Certificates unless and until the date when either (i) there is more than one Class X Certificateholder or (ii) any Class of Certificates in addition to the Class X Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes. Neither the Securities Administrator nor the Trustee shall be responsible for any entity level tax reporting for the Supplemental Interest Trust.

(j) Any obligation of the Securities Administrator with respect to the Supplemental Interest Trust under the Swap Agreement or Cap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust.

(k) In the event that the Swap Counterparty or the Cap Counterparty fails to perform any of its obligations under the Swap Agreement and the Cap Agreement, respectively, (including, without limitation, its obligations to make any payment or transfer collateral), or breaches any of its representations and warranties under the Swap Agreement or the Cap Agreement, as applicable, or in the event that an Event of Default, Termination Event, or Additional Termination Event occurs (as such terms are defined in the Swap Agreement and the Cap Agreement), the Supplemental Interest Trust Trustee shall, no later than the next Business Day following such failure, breach or occurrence, notify the Swap Counterparty or Cap Counterparty, as applicable, and make any demand for payment pursuant to the Swap Agreement or Cap Agreement, as applicable. In the event that the Swap Counterparty’s or Cap Counterparty’s obligations are at any time guaranteed by a third party, then to the extent that the Swap Counterparty or Cap Counterparty fails to make any payment or delivery required under terms of the Swap Agreement or the Cap Agreement, as applicable, the Supplemental Interest Trust Trustee shall, no later than the next Business Day following such failure, demand that such guarantor make any and all payments then required to be made by the applicable guarantor.

Section 4.07 Rights of the Swap Counterparty.The Swap Counterparty shall be deemed a third-party beneficiary of this Agreement to the same extent as if it were a party hereto and shall have the right to enforce its rights under this Agreement, which rights include but are not limited to the obligation of the Supplemental Interest Trust Trustee (A) to deposit any Net Derivative Payment required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a) and 4.02(a)(ii)(B)(a), and any Swap Termination Payment required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a) and 4.02(a)(iii)(H), into the Supplemental Interest Trust Account (B) to pay any Net Derivative Payment required pursuant to Section 4.02(e)(i) or Swap Termination Payment required pursuant to Sections 4.02(e)(ii) or Section 4.02(e)(x), as applicable, to the Swap Counterparty and (C) to establish and maintain the Swap Account, to make such deposits thereto, investments therein and distributions therefrom as are required pursuant to Section 4.06. For the protection and enforcement of the provisions of this Section the Swap Counterparty shall be entitled to such relief as can be given either at law or in equity.

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Section 4.08 Termination Receipts.(a)(i) In the event of a “Termination Event” as defined under the Swap Agreement, (a) any Swap Termination Payment made by the Swap Counterparty to the Swap Account and paid pursuant to Section 4.02(e)(ix) (“Swap Termination Receipts”) will be deposited in a segregated non-interest bearing account which shall be an Eligible Account established by the Securities Administrator (the “Swap Termination Receipts Account”) and (b) any amounts received from a replacement swap counterparty (“Swap Replacement Receipts”) will be deposited in a segregated non-interest bearing account which shall be an Eligible Account established by the Securities Administrator (the “Swap Replacement Receipts Account”). The Securities Administrator shall invest, or cause to be invested, funds held in the Swap Termination Receipts Account and the Swap Replacement Receipts Account in time deposits of the Securities Administrator as permitted pursuant to clause (ii) of the definition of Permitted Investments or as otherwise directed in writing by a majority of the Certificateholders. All such Permitted Investments must be payable on demand or mature on a Distribution Date or such other date as directed by the Certificateholders. All such Permitted Investments will be made in the name of the Supplemental Interest Trust Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be deposited in the Termination Receipts Account or the Replacement Receipts Account, as applicable, and all losses, if any, shall be borne by the related account.

(ii) Unless otherwise permitted by the Rating Agencies as evidenced in a written confirmation, the Depositor shall arrange for a replacement swap agreement(s) or procure a replacement guarantor, if applicable, and the Securities Administrator shall promptly, with the assistance and cooperation of the Depositor, use amounts on deposit in the Swap Termination Receipts Account, if necessary, to enter into any replacement swap agreement(s) or to execute any other agreements with respect to such replacement guarantor, if applicable, which shall be executed and delivered by the Supplemental Interest Trust Trustee upon receipt of written confirmation from each Rating Agency (if required pursuant to the terms of the Swap Agreement) that such replacement swap agreement(s) will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency.

Amounts on deposit in the Swap Replacement Receipts Account shall be held for the benefit of the related Swap Counterparty and paid to such Swap Counterparty if the Supplemental Interest Trust is required to make a payment to such Swap Counterparty following an event of default or termination event with respect to the Supplemental Interest Trust under the related Swap Agreement. Any amounts not so applied shall, following the termination or expiration of such Swap Agreement, be paid to the Class X Certificates.

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(b) (i) In the event of a “Termination Event” as defined under the Cap Agreement, (a) any Cap Termination Payment made by the Cap Counterparty to the Cap Account and paid pursuant to Section 4.02(e)(ix) (“Cap Termination Receipts”) shall be deposited in a segregated non-interest bearing account which shall be an Eligible Account established by the Securities Administrator (the “Cap Termination Receipts Account”) and (b) any amounts received from a replacement cap counterparty (“Cap Replacement Receipts”) will be deposited in a segregated non-interest bearing account which shall be an Eligible Account established by the Securities Administrator (the “Cap Replacement Receipts Account”). The Securities Administrator shall invest, or cause to be invested, funds held in the Cap Termination Receipts Account in time deposits of the Securities Administrator as permitted by clause (ii) of the definition of Permitted Investments or as otherwise directed in writing by a majority of the Certificateholders. All such Permitted Investments must be payable on demand or mature on a Cap Payment Date, a Distribution Date or such other date as directed by the Certificateholders. All such Permitted Investments shall be made in the name of the Supplemental Interest Trust Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be deposited in the Cap Termination Receipts Account and all losses, if any, shall be borne by such account.

(ii) Unless otherwise permitted by the Rating Agencies as evidenced in a written confirmation, the Depositor shall arrange for one or more replacement interest rate cap agreements and the Securities Administrator shall promptly, with the assistance and cooperation of the Depositor, use amounts on deposit in the Cap Termination Receipts Account, if necessary, to enter into any such replacement interest rate cap agreement which shall be executed and delivered by the Supplemental Interest Trust Trustee upon receipt of written confirmation from each Rating Agency that any such replacement interest rate cap agreement will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency.

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount) and aggregate denominations per Class set forth in the Preliminary Statement.

The Depositor hereby directs the Securities Administrator to register the Class X, Class P and Class R Certificates in the name of HSBC Securities (USA) Inc. or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request.

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Subject to Section 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five Business Days prior to the related Record Date or (y) by check mailed by first Class mail to such Certificateholder at the address of such holder appearing in the Certificate Register; provided, however, so long as such Certificate is a Book-Entry Certificate, all distributions on such Certificate will be made through the Depository or the Depository Participant.

The Certificates shall be executed by manual or facsimile signature on behalf of the Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signatures were affixed, authorized to sign on behalf of the Securities Administrator shall bind the Securities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless authenticated by the Securities Administrator by manual signature, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their authentication. On the Closing Date, the Securities Administrator shall authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof.

Section 5.02 Certificate Register; Registration of Transfer and Exchange of Certificates. (a) The Securities Administrator shall maintain, or cause to be maintained in accordance with the provisions of Section 5.06, a Certificate Register for the Trust Fund in which, subject to the provisions of subsections (b) and (c) below and to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Securities Administrator shall execute and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class and aggregate Percentage Interest.

At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency of the Securities Administrator. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute, authenticate, and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the holder thereof or his attorney duly authorized in writing.

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

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All Certificates surrendered for registration of transfer or exchange shall be cancelled and subsequently destroyed by the Securities Administrator in accordance with the Securities Administrator’s customary procedures.

(b) No transfer of a Private Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such state securities laws. In determining whether a transfer is being made pursuant to an effective registration statement, the Securities Administrator shall be entitled to rely solely upon a written notice to such effect from the Depositor. Except with respect to (i) the transfer of the Class X, Class P or Class R Certificates to the Depositor or an Affiliate of the Depositor, (ii) the transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, in the event that a transfer of a Private Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer shall certify to the Securities Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit H (the “Transferor Certificate”) and either (i) there shall be delivered to the Securities Administrator a letter in substantially the form of Exhibit I-A (the “Rule 144A Investment Letter”) or Exhibit I-B (the “Regulation S Investment Letter”) or (ii) there shall be delivered to the Securities Administrator at the expense of the transferor an Opinion of Counsel stating that such transfer may be made without registration under the Securities Act. In the event that a transfer of a Private Certificate which is a Book-Entry Certificate is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer will be deemed to have made as of the transfer date each of the certifications set forth in the Transferor Certificate in respect of such Certificate and the transferee will be deemed to have made as of the transfer date each of the certifications set forth in the Rule 144A Investment Letter or Regulation S Investment Letter, as applicable, in respect of such Certificate, in each case as if such Certificate were evidenced by a Physical Certificate. As directed by the Depositor, the Securities Administrator shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Depositor, the Master Servicer and the Trustee shall cooperate with the Securities Administrator in providing the Rule 144A information referenced in the preceding sentence, including providing to the Securities Administrator such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Securities Administrator shall reasonably determine to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator, the Trustee, each Servicer, the Master Servicer and the Depositor 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.

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Except with respect to (i) the transfer of the Class X, Class P or Class R Certificates to the Depositor or an Affiliate of the Depositor, (ii) the transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, no transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Securities Administrator (in the event such Certificate is a Private Certificate or a Residual Certificate, such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit I-A or Exhibit I-B), to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of the Code or a plan subject to any Federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code, nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, or (ii) in the case of an ERISA-Restricted Certificate (other than a Residual Certificate, Class X Certificate or a Class P Certificate) that has been the subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company that is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate other than a Residual Certificate, Class X Certificate or Class P Certificate presented for registration in the name of an employee benefit plan subject to Title I of ERISA, a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Securities Administrator, which Opinion of Counsel shall not be an expense of the Depositor, the Trustee, the Master Servicer, any Servicer, the Securities Administrator or the Trust Fund, addressed to the Securities Administrator, to the effect that the purchase or holding of such ERISA-Restricted Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee, the Depositor, the Securities Administrator, the Master Servicer or any Servicer to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of the preceding sentence, with respect to an ERISA-Restricted Certificate that is not a Physical Certificate or a Residual Certificate, in the event the representation letter referred to in the preceding sentence is not furnished, such representation shall be deemed to have been made to the Securities Administrator by the transferee’s (including an initial acquirer’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else to the contrary herein, (a) any purported transfer of an ERISA-Restricted Certificate that is a Physical Certificate, other than a Class P Certificate, Class X Certificate or Residual Certificate, to or on behalf of an employee benefit plan subject to ERISA, the Code or Similar Law without the delivery to the Securities Administrator of a representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect and (b) any purported transfer of a Class P Certificate, Class X Certificate or Residual Certificate to a transferee that does not make the representation in clause (i) above shall be void and of no effect.

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None of the Class R, Class X or Class P Certificates may be sold to any employee benefit plan subject to Title I of ERISA, any plan subject to Section 4975 of the Code, or any plan subject to any Similar Law or any person investing on behalf or with plan assets of such plan.

No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Cap Agreement and the Swap Agreement shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit I-A or Exhibit I-B, to the effect that either (i) such transferee is neither an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of the Code or a plan subject to Similar Law nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under the statutory exemption for non-fiduciary service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Cap Agreement and the Swap Agreement on behalf of such Plan without the delivery to the Securities Administrator of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (i) or (ii) of this paragraph, as applicable.

If any ERISA-Restricted Trust Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Trust Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Securities Administrator, the Trustee, each Servicer and the Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

To the extent permitted under applicable law (including, but not limited to, ERISA), the Securities Administrator shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted Trust Certificate that is in fact not permitted by this Section 5.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as, in the case of a Physical Certificate, the transfer was registered by the Securities Administrator in accordance with the foregoing requirements.

(c) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

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(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee;

(ii) No Ownership Interest in a Residual Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of any Residual Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under subparagraph (b) above, the Securities Administrator shall have been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner or the proposed transferee in the form attached hereto as Exhibit G;

(iii) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of a Residual Certificate and (C) not to Transfer its Ownership Interest in a Residual Certificate or to cause the Transfer of an Ownership Interest in a Residual Certificate to any other Person if it has actual knowledge that such Person is a Non-Permitted Transferee;

(iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 5.02(c) shall be absolutely null and void and shall vest no rights in the purported Transferee. If any purported transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(c), then the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of registration of Transfer of such Residual Certificate. The Securities Administrator shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 5.02(a) and this Section 5.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit, Transferor Certificate and the Rule 144A Investment Letter. The Securities Administrator shall be entitled but not obligated to recover from any Holder of a Residual Certificate that was in fact a Non-Permitted Transferee at the time it became a Holder or, at such subsequent time as it became a Non-Permitted Transferee, all payments made on such Residual Certificate at and after either such time. Any such payments so recovered by the Securities Administrator shall be paid and delivered by the Securities Administrator to the last preceding Permitted Transferee of such Certificate; and

(v) The Depositor shall use its best efforts to make available, upon receipt of written request from the Securities Administrator, all information necessary to compute any tax imposed under Section 860E(e) of the Code as a result of a Transfer of an Ownership Interest in a Residual Certificate to any Holder who is a Non-Permitted Transferee.

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The restrictions on Transfers of a Residual Certificate set forth in this Section 5.02(c) shall cease to apply (and the applicable portions of the legend on a Residual Certificate may be deleted) with respect to Transfers occurring after delivery to the Securities Administrator of an Opinion of Counsel, which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee, the Securities Administrator or any Servicer, to the effect that the elimination of such restrictions will not cause any REMIC created hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding or result in the imposition of any tax on the Trust Fund, a Certificateholder or another Person. Each Person holding or acquiring any Ownership Interest in a Residual Certificate hereby consents to any amendment of this Agreement which, based on an Opinion of Counsel furnished to the Securities Administrator, is reasonably necessary (a) to ensure that the record ownership of, or any beneficial interest in, a Residual Certificate is not transferred, directly or indirectly, to a Person that is a Non-Permitted Transferee and (b) to provide for a means to compel the Transfer of a Residual Certificate which is held by a Person that is a Non-Permitted Transferee to a Holder that is a Permitted Transferee.

(d) The preparation and delivery of all certificates and opinions referred to above in this Section 5.02 in connection with transfer shall be at the expense of the parties to such transfers.

(e) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.

All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.

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If (x) (i) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (ii) the Securities Administrator or the Depositor is unable to locate a qualified successor, or (y) the Depositor notifies the Depository (and the Securities Administrator consents) of its intent to terminate the book-entry system through the Depository and, upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination, the Securities Administrator shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the “Definitive Certificates”) to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the related Class of Certificates by the Depository, accompanied by the instructions from the Depository for registration, the Securities Administrator shall issue the Definitive Certificates. None of the Servicers, the Depositor or the Securities Administrator shall be liable for any delay in delivery of such instruction and each may conclusively rely on, and shall be protected in relying on, such instructions. The Depositor shall provide the Securities Administrator with an adequate inventory of Certificates to facilitate the issuance and transfer of Definitive Certificates. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Securities Administrator, to the extent applicable with respect to such Definitive Certificates and the Securities Administrator shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder; provided, that the Securities Administrator shall not by virtue of its assumption of such obligations become liable to any party for any act or failure to act of the Depository.

(f) Each Private Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments) or W-9 in form satisfactory to the Securities Administrator, duly executed by the Certificateholder or his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Securities Administrator in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Private Certificates, but the Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Private Certificates.

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Securities Administrator, or the Securities Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Depositor, the Securities Administrator and the Trustee such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Securities Administrator that such Certificate has been acquired by a bona fide purchaser, the Securities Administrator shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor and Percentage Interest. In connection with the issuance of any new Certificate under this Section 5.03, the Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith. Any replacement Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

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Section 5.04 Persons Deemed Owners. The Trustee, the Depositor, the Securities Administrator and any agent of the Trustee, the Depositor or the Securities Administrator may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Trustee, the Depositor, the Securities Administrator nor any agent of the Trustee, the Depositor or the Securities Administrator shall be affected by any notice to the contrary.

Section 5.05 Access to List of Certificateholders’ Names and Addresses. If three or more Certificateholders (a) request such information in writing from the Securities Administrator, (b) state that such Certificateholders desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and (c) provide a copy of the communication which such Certificateholders propose to transmit, or if the Depositor or any Servicer shall request such information in writing from the Securities Administrator, then the Securities Administrator shall, within ten Business Days after the receipt of such request, provide the Depositor, the applicable Servicer or such Certificateholders at such recipients’ expense the most recent list of the Certificateholders of such Trust Fund held by the Securities Administrator, if any. The Depositor and every Certificateholder, by receiving and holding a Certificate, agree that the Securities Administrator shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which such information was derived.

Section 5.06 Maintenance of Office or Agency. The Securities Administrator will maintain or cause to be maintained at its expense an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange. The Securities Administrator initially designates its offices located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for such purposes. The Securities Administrator shall give prompt written notice to the Certificateholders of any change in such location of any such office or agency.

ARTICLE VI

THE DEPOSITOR

Section 6.01 Liabilities of the Depositor. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by it herein.

Section 6.02 Merger or Consolidation of the Depositor. (a) The Depositor will keep in full effect its existence, rights and franchises as a corporation, under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement.

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(b) Any Person into which the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor shall be a party, or any person succeeding to the business of the Depositor, shall be the successor of the Depositor 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.

Section 6.03 Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of its respective directors, officers, employees or agents, shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such Person against any breach of representations or warranties made by it herein or protect the Depositor or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, its Affiliates and any of their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, its Affiliates, and any of their respective directors, officers, employees or agents shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action (or direct the Trustee to undertake such actions pursuant to Section 2.03 for the benefit of the Certificateholders) that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor shall be entitled to be reimbursed therefor out of the Distribution Account.

ARTICLE VII

DEFAULT

Section 7.01 Master Servicer to Act; Appointment of Successor. (a) The Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any

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limitation by virtue of this Agreement. Upon termination of a Servicer under the applicable Servicing Agreement, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall, subject to the rights of the Master Servicer or the Trustee (as successor master servicer), as applicable, to appoint a successor servicer pursuant to this Section 7.01, be the successor to such Servicer in its capacity as servicer under the applicable Servicing Agreement, provided, however, that the Master Servicer or the Trustee (as successor master servicer), as applicable, shall not be (i) liable for losses of the predecessor Servicer with respect to such predecessor’s investment of funds in its Collection Account; (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor servicer related to any repurchase or substitution of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) deemed to have made any of the representations and warranties of the terminated Servicer under the applicable Servicing Agreement or (v) liable for any obligations of the predecessor Servicer incurred prior to its termination. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Master Servicer or the Trustee (as successor master servicer), as applicable, will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Master Servicer or the Trustee (as successor master servicer), as applicable, to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer or the Trustee (as successor master servicer), as applicable, to service the Mortgage Loans in accordance with the applicable Servicing Agreement. Except as provided in Section 7.01(c) below, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to be reimbursed from each Servicer (or by the Trust Fund, if such Servicer is unable to fulfill such obligation) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer or the Trustee (as successor master servicer), as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee (as successor master servicer), as applicable, to service the Mortgage Loans properly and effectively. As compensation in its role as successor servicer, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to the applicable Servicing Fee and any income on investments or gain related to the related Collection Account. Notwithstanding the foregoing, if the Master Servicer or the Trustee (as successor master servicer), as applicable, has become the successor to a Servicer pursuant to an Event of Default, the Master Servicer or the Trustee (as successor master servicer), as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to the applicable Servicing Agreement, if it is otherwise unable to so act, or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer thereunder. Any successor to a Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor, the

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Master Servicer and the Trustee (as successor master servicer) an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the applicable Servicer (other than liabilities of the predecessor servicer incurred prior to its termination), with like effect as if originally named as a party to such Servicing Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer under any Servicing Agreement, the Master Servicer or the Trustee (as successor master servicer), as applicable, unless such party is prohibited by law from so acting, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee (as successor master servicer), as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree in accordance with the applicable Servicing Agreement; provided, however, that no such compensation shall be in excess of the applicable Servicing Fee and any income on investments or gain related to the related Collection Account. The Master Servicer or the Trustee (as successor master servicer), as applicable, and such successor servicer shall take such action, consistent with this Agreement and the applicable Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor the Trustee (as successor master servicer) shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of any Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

(b) Notwithstanding the foregoing, the parties hereto agree that the Master Servicer or the Trustee (as successor master servicer), as applicable, in its capacity as successor servicer, immediately shall assume all of the obligations of such terminated Servicer to make Advances and the Master Servicer or the Trustee (as successor master servicer), as applicable, will assume the other duties of such Servicer as soon as practicable, but in no event later than 90 days after the Master Servicer or the Trustee (as successor master servicer), as applicable, becomes successor servicer pursuant to the preceding paragraph. If the Master Servicer or the Trustee (as successor master servicer), as applicable, acts as a successor servicer, it will have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable. To the extent that the Master Servicer or the Trustee (as successor master servicer) is unable to find a successor servicer that is willing to service the Mortgage Loans for the Servicing Fee because of the obligation of the applicable Servicer to make Advances regardless of whether such Advance is recoverable, the applicable Servicing Agreement may be amended to provide that the successor servicer shall have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable and provides an Officer’s Certificate to such effect to the Master Servicer and the Trustee. Notwithstanding the foregoing, the Master Servicer or the Trustee (as successor master servicer), as applicable, in its capacity as successor servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts; provided, however, that any failure to perform any duties or responsibilities caused by such Servicer’s failure to provide information required by this Agreement shall not be considered a default by the Trustee (as successor master servicer) hereunder. In the Trustee’s capacity as such successor, the Trustee (as successor master servicer) shall have the same limitations on liability granted to the Servicer under this Agreement and the related Servicing Agreement.

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(c) In the event that the Master Servicer or the Trustee (as successor master servicer), as applicable, is the terminated Servicer (except in the case where the Master Servicer in its role as successor servicer is being terminated pursuant to an Event of Default caused solely by the Master Servicer as the successor servicer and not by the predecessor Servicer’s actions or omissions), such costs shall be paid by such prior terminated Servicer promptly upon presentation of reasonable documentation of such costs.

Section 7.02 Notification to Certificateholders. (a) Upon any termination of or appointment of a successor to any Servicer, the Securities Administrator shall give prompt written notice thereof to Certificateholders, each Rating Agency and the Derivative Counterparty.

(b) Within 60 days after the occurrence of any Event of Default, the Securities Administrator shall transmit by mail to all Certificateholders, each Rating Agency and the Derivative Counterparty notice of each such Event of Default hereunder known to the Securities Administrator, unless such event shall have been cured or waived.

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of the Trustee. The Trustee, before the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case a Master Servicer Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement. The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument.

No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

Unless an Event of Default known to the Trustee has occurred and is continuing:

(a) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of the duties and obligations specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement which it believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;

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(b) the Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is finally proven that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement.

Section 8.02 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 8.01:

(a) the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee shall have no responsibility to ascertain or confirm the genuineness of any signature of any such party or parties;

(b) the Trustee may consult with counsel, financial advisers or accountants and the advice of any such counsel, financial advisers or accountants and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(c) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(d) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates evidencing not less than 25.00% of the Voting Rights allocated to each Class of Certificates;

(e) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, accountants, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agents, accountants or attorneys appointed with due care by it hereunder;

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(f) the Trustee shall not be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it;

(g) the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement;

(h) unless a Responsible Officer of the Trustee has actual knowledge of the occurrence of a Master Servicer Event of Default or an Event of Default, the Trustee shall not be deemed to have knowledge of a Master Servicer Event of Default or an Event of Default until a Responsible Officer of the Trustee shall have received written notice thereof;

(i) the Trustee shall be under no obligation to exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

(j) if the Trustee, in its role as successor master servicer under this Agreement, assumes the servicing or master servicing with respect to any of the Mortgage Loans, it shall not assume liability for the representations and warranties of a Servicer or Master Servicer, as applicable, or for any errors or omissions of a Servicer or Master Servicer, as applicable;

(k) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying information and documentation as may be available to such party in order to enable the Trustee to comply with Applicable Law; and

(l) the Depositor hereby authorizes and directs the Trustee to execute each of the Servicing Agreements.

Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates shall be taken as the statements of the Depositor and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Cap Agreement, the Swap Agreement, or of the Certificates or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Depositor, the Master Servicer, a Servicer, the Securities Administrator or the Derivative Counterparty of any funds paid to the Depositor, the Master Servicer, a Servicer, the Securities Administrator or the Derivative Counterparty in respect of the Mortgage Loans or deposited in or withdrawn from any Collection Account, the Distribution Account or any other fund or account with respect to the Certificates by the Depositor, the Master Servicer, a Servicer, the Securities Administrator or the Derivative Counterparty.

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The Trustee shall have no responsibility for filing or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder.

Section 8.04 Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not the Trustee.

Section 8.05 Trustee’s Fees Indemnification and Expenses. (a) As compensation for its activities under this Agreement, the Trustee shall be paid its fee by the Master Servicer from the Master Servicer’s own funds pursuant to a separate agreement. The Trustee shall have no lien on the Trust Fund for the payment of such fees.

(b) The Trustee shall be entitled to be reimbursed, from funds on deposit in the Distribution Account, amounts sufficient to indemnify and hold harmless the Trustee and any director, officer, employee, or agent of the Trustee against any loss, liability, or expense (including reasonable attorneys’ fees) incurred in connection with any claim or legal action relating to:

(i) this Agreement or any Servicing Agreement, and any other document executed in connection therewith,

(ii) the Certificates, or

(iii) the performance of any of the Trustee’s duties under this Agreement or any Servicing Agreement, and any other document executed in connection therewith,

other than any loss, liability, or expense (i) resulting from any breach of a Servicer’s obligations in connection with its respective Servicing Agreement for which such Servicer has performed its obligation to indemnify the Trustee, (ii) resulting from any breach of a Mortgage Loan Seller’s obligations in connection with its respective Transfer Agreement for which such Mortgage Loan Seller has performed its obligation to indemnify the Trustee, (iii) resulting from any breach of the Master Servicer’s obligation hereunder for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to this Agreement or (iv) incurred because of willful misconduct, bad faith, or negligence in the performance of any of the Trustee’s duties under this Agreement or any Servicing Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee’s negligence, bad faith, or willful misconduct, the Trust Fund shall pay or reimburse the Trustee for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to:

(A) the reasonable compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates, and

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(B) the reasonable compensation, expenses, and disbursements of any accountant, engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage them to perform services under this Agreement.

The Trustee’s right to indemnity and reimbursement under this Section 8.05(b) shall survive the termination of this Agreement and the resignation or removal of the Trustee under this Agreement.

Except as otherwise provided in this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee under this Agreement or for any other routine expenses incurred by the Trustee; provided, further, that no expense shall be reimbursed hereunder if it would not constitute an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions.

The Trustee shall not be (a) liable for any acts or omissions of any Servicer (other than where the Trustee (as successor master servicer) is such Servicer), (b) obligated to make any Advance if it is prohibited from doing so under applicable law, (c) responsible for expenses of any Servicer (other than where the Trustee (as successor master servicer) is such Servicer) pursuant to the terms a Servicing Agreement, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer under a Servicing Agreement and enter into the transactions set forth or provided for therein.

Section 8.06 Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause any of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates, the Master Servicer, the Securities Administrator or any Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Depositor or any Servicer other than the Trustee in its role as successor to the Master Servicer.

Section 8.07 Resignation and Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Securities Administrator and each Rating Agency not less than 60 days before the date specified in such notice, when, subject to Section 8.08, such resignation is to take effect and acceptance by a successor trustee in accordance with Section 8.08 meeting the qualifications set forth in Section 8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

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If at any time the Trustee shall cease to be eligible in accordance with Section 8.06 and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and, subject to the approval of the Rating Agencies, appoint a successor trustee by written instrument, in triplicate, one copy of which shall be delivered to the Trustee, one copy to each of the Servicers and one copy to the successor trustee.

The Holders of Certificates entitled to at least a majority of the Voting Rights may at any time remove the Trustee and, subject to the approval of the Rating Agencies, appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which shall be delivered by the successor Trustee to each Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. The successor trustee shall notify each Rating Agency of any removal of the Trustee.

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08.

Section 8.08 Successor Trustee. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and each Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein. The Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations.

No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of its acceptance, the successor trustee is eligible under Section 8.06 and its appointment does not adversely affect then the current rating of the Certificates.

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Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

Section 8.09 Merger or Consolidation of the Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall be eligible under Section 8.06 without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.10 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Trustee may consider appropriate. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08.

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

(a) To the extent necessary to effectuate the purposes of this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee, except for the obligation of the Trustee (as successor master servicer) under this Agreement to advance funds on behalf of the Master Servicer, shall be conferred or imposed upon and exercised or performed by the 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 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 (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the applicable Trust Fund 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 Trustee;

(b) No trustee hereunder shall be held personally liable because of any act or omission of any other trustee hereunder and such appointment shall not, and shall not be deemed to, constitute any such separate trustee or co-trustee as agent of the Trustee;

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(d) The Trust Fund, and not the Trustee, shall be liable for the payment of reasonable compensation, reimbursement and indemnification to any such separate trustee or co-trustee.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the separate trustees and co-trustees, when and as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. 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 Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection and indemnity to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer and the Depositor.

Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 8.11 Tax Matters. It is intended that the assets with respect to which any REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Securities Administrator covenants and agrees that it shall act as agent (and the Securities Administrator is hereby appointed to act as agent) on behalf of each REMIC created hereunder and that in such capacity it shall:

(a) prepare and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service), which return the Trustee shall sign upon receipt from the Securities Administrator, and the Securities Administrator shall prepare and file with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each REMIC hereunder containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby;

(b) within thirty days of the Closing Date, apply for an employer identification number from the Internal Revenue Service via Form SS-4 or any other acceptable method for all tax entities and shall also furnish to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code;

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(c) make an election that each REMIC created hereunder be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law);

(d) prepare and forward to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including the calculation of any original issue discount using the prepayment assumption (as described in the Prospectus Supplement);

(e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is a Non-Permitted Transferee, or an agent (including a broker, nominee or other middleman) of a Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax);

(f) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions;

(g) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any of the REMICs created hereunder;

(h) pay, from the sources specified in the last paragraph of this Section 8.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on each REMIC created hereunder before its termination when and as the same shall be due and payable (but such obligation shall not prevent the Securities Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Securities Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings);

(i) cause federal, state or local income tax or information returns to be signed by the Securities Administrator or, if required by applicable tax law, the Trustee or such other person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and

(j) maintain records relating to each REMIC created hereunder, including the income, expenses, assets, and liabilities thereof on a calendar year basis and on the accrual method of accounting and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information.

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The Holder of the largest Percentage Interest of the Class R Certificates shall act as Tax Matters Person for each REMIC created hereunder, within the meaning of Treasury Regulations Section 1.860F-4(d), and the Securities Administrator is hereby designated as agent of such Certificateholder for such purpose (or if the Securities Administrator is not so permitted, such Holder shall be the Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Securities Administrator shall, as and when necessary and appropriate, represent each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of each REMIC created hereunder, and otherwise act on behalf of each REMIC in relation to any tax matter or controversy involving it.

The Securities Administrator shall treat the beneficial owners of the Certificates (other than the Class P, Class X and Class R Certificates) as having entered into a notional principal contract with the beneficial owners of the Class X Certificates. Pursuant to each such notional principal contract, all beneficial owners of the LIBOR Certificates shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class X Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in the Upper Tier REMIC corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated to each Class of Certificates (other than the Class P, Class X and Class R Certificates) to the extent that interest accrued on such Class for the related Interest Accrual Period at the Interest Rate for a Class, computed by substituting “REMIC 2 Net Funds Cap” for “Group I Available Funds Cap,” “Group II Available Funds Cap” or “Class M Available Funds Cap,” as applicable, exceeds the amount of interest accrued for the related Interest Accrual Period based on the applicable Available Funds Cap, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Class X Certificates shall be treated as having agreed to pay Basis Risk Carryover Amounts to the Owners of the LIBOR Certificates in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such Certificates in respect of their Interests in the Upper Tier REMIC and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Certificate (other than a Class P and Class R Certificate) shall be treated as representing not only ownership of regular interests in the Upper Tier REMIC, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For tax purposes, the notional principal contract shall be deemed to have a value in favor of the Certificates entitled to receive Basis Risk Carryover Amounts of $10,000 as of the Closing Date.

Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this Section 8.11. In no event shall any payments of Basis Risk Carryover Amounts provided for in this Section 8.11 be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The Securities Administrator shall file or cause to be filed with the IRS together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished, to the Class X Certificateholders and the LIBOR Certificateholders, the respective amounts described above that are received, in the time or times and in the manner required by the Code.

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To enable the Securities Administrator to perform its duties under this Agreement, the Depositor shall provide to the Securities Administrator within ten days after the Closing Date all information or data that the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including the price, yield, prepayment assumption, and projected cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor shall provide information to the Securities Administrator concerning the value to each Class of Certificates of the right to receive Basis Risk Carryover Amounts from the Excess Reserve Fund Account. Unless otherwise advised by the Depositor, for federal income tax purposes, the Securities Administrator is hereby directed to assign a value of zero to the right of each Holder allocating the purchase price of an initial Offered Certificateholder between such right and the related Upper Tier Regular Interest. Thereafter, the Depositor shall provide to the Securities Administrator promptly upon written request therefor any additional information or data that the Securities Administrator may, from time to time, reasonably request to enable the Securities Administrator to perform its duties under this Agreement; provided, however, that the Depositor shall not be required to provide any information regarding the Mortgage Loans that a Servicer is required to provide to the Securities Administrator pursuant to any Servicing Agreement. The Depositor hereby indemnifies the Securities Administrator for any losses, liabilities, damages, claims, or expenses of the Securities Administrator arising from any errors or miscalculations of the Securities Administrator that result from any failure of the Depositor to provide, pursuant to this paragraph, accurate information or data to the Securities Administrator on a timely basis.

None of the Master Servicer, the Securities Administrator or the Trustee shall (i) permit the creation of any interests in any REMIC other than the regular and residual interests set forth in the Preliminary Statement, (ii) receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement or the related Mortgage Loan documents) or (iii) otherwise knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, or the tax on “net income from foreclosure property”) unless the Securities Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Securities Administrator determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Securities Administrator) to the effect that the contemplated action will not, with respect to the Trust Fund or any REMIC created hereunder, endanger such status or result in the imposition of such a tax).

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If any tax is imposed on “prohibited transactions” of a REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of any REMIC created hereunder as defined in Section 860G(c) of the Code, on any contribution to any REMIC created hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including any minimum tax imposed on either REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax shall be paid by (i) the Master Servicer, the Trustee, or the Securities Administrator, as applicable, if such tax arises out of or results from negligence of the Master Servicer, the Trustee or the Securities Administrator, as applicable, in the performance of any of its obligations under this Agreement, (ii) the Sponsor, if such tax arises out of or results from the Sponsor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.03(k), or (iii) in all other cases, or if the Master Servicer, the Trustee or the Securities Administrator fails to honor its obligations under the preceding clause (i) or (ii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 4.02(a).

Section 8.12 Commission Reporting. (a) The Securities Administrator shall, in accordance with industry standards, prepare and file with the Commission, via ▇▇▇▇▇, the following reports in respect of the Trust as and to the extent required under the Exchange Act:

(i) (A) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement attached thereto. Any disclosure in addition to the Monthly Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the parties set forth on Exhibit V to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except to the extent of its obligations set forth in the next paragraph.

(B) As set forth on Exhibit V hereto, within 5 calendar days after the related Distribution Date, (i) the parties specified in Exhibit V hereto, shall be required to provide to the Securities Administrator and to the Depositor, to the extent known, in ▇▇▇▇▇-compatible format, or in such other format as agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

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(C) After preparing the Form 10-D, the Securities Administrator shall, upon request, forward electronically a copy of the Form 10-D to the Depositor (provided that such Form 10-D includes any Additional Form 10-D Disclosure). Within two Business Days after receipt of such copy, but no later than the 12^th calendar day after the Distribution Date, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-D, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 10-D. A duly authorized representative of the Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website (located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇) a final executed copy of each Form 10-D prepared and filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(a)(i) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(i). The Depositor acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(i) related to the timely preparation, execution and filing of Form 10-D is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-D Disclosure pursuant to any applicable agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

(D) Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby instructs the Securities Administrator to check “Yes” for each item, unless the Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, that the answer to either item should be “no.” The Depositor has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirement for the past 90 days.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such Form 10-D.

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(ii) (A) On or prior to the 90^th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31^st of each year), for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement or the Servicing Agreements, (i) an annual compliance statement for each Servicer, the Master Servicer and the Securities Administrator and any Servicing Function Participant engaged by any such party (together with the Custodian, each a “Reporting Servicer”) as described under Section 3.05(b), (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 3.03, and (B) if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.03 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.03 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, provided, however, that the Securities Administrator, at its discretion, may omit from the Form 10-K any assessment of compliance or attestation report described in clause (iii) below that is not required to be filed with such Form 10-K pursuant to Regulation AB; (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 3.04, and (B) if any registered public accounting firm attestation report described under Section 3.04 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification as described in Section 3.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except to the extent of its obligations set forth in the next paragraph.

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(B) As set forth on Exhibit W hereto, no later than March 10 (with a 5 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties specified on Exhibit W shall be required to provide to the Securities Administrator and to the Depositor, to the extent known, in ▇▇▇▇▇-compatible format, or in such other format as agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 8.12 (a) (ii) (B).

(C) After preparing the Form 10-K, the Securities Administrator shall, upon request, forward electronically a copy of the Form 10-K to the Depositor. Within three Business Days after receipt of such copy, but no later than March 25^th in each year that the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 8.12(a)(ii) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(ii) and Sections 3.03, 3.04 and 3.05. The Depositor acknowledges that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 8.12(ii) related to the timely preparation, execution and filing of Form 10-K is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-K Disclosure, any annual statement of compliance and any assessment of compliance and attestation pursuant to any applicable agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

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(D) Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.” The Depositor hereby instructs the Securities Administrator to check “Yes” for each item, unless the Depositor shall notify the Securities Administrator in writing, no later than the 15^th calendar day of March in any year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, that the answer to either item should be “no.” The Depositor has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirement for the past 90 days.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such Form 10-K.

(iii) (A) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), if directed by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be reported by the parties set forth on Exhibit X to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except to the extent of its obligations set forth in the next paragraph.

(B) As set forth on Exhibit X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the close of business New York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties hereto shall be required to provide to the Securities Administrator and the Depositor, to the extent known, in ▇▇▇▇▇-compatible format, or in such other format as agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

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(C) After preparing the Form 8-K, the Securities Administrator shall, upon request, forward electronically a copy of the Form 8-K to the Depositor. Promptly, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 8-K, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 8-K. A duly authorized representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website (located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇) a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 8.12(d)(iii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(d)(iii). The Depositor acknowledges that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 8.12(iii) related to the timely preparation, execution and filing of Form 8-K is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Form 8-K Disclosure Information pursuant to the related any applicable agreement. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

(b) The Depositor acknowledges and agrees that the Securities Administrator may include in any Exchange Act report all relevant information, data, and exhibits as the Securities Administrator may receive in connection with such report irrespective of any provision or Regulation AB that may permit the exclusion of such material. By the way of example, the Securities Administrator may file all assessments of compliance, attestation reports and compliance statements timely received from any Item 1122 Servicing Function Participant irrespective of any applicable minimum pool asset percentage requirement for disclosure related to such Servicing Function Participant.

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(c) The Depositor agrees to furnish promptly to the Securities Administrator, from time to time upon request, such additional information, data, reports, documents, and financial statements within the Depositor’s possession or control as the Securities Administrator reasonably requests as necessary or appropriate to prepare and file the foregoing reports. The Securities Administrator shall make available to the Depositor copies of all Exchange Act reports filed hereunder.

(d) (i) On or before January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

(ii) In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator will promptly notify electronically the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with any Additional Form 10-D Disclosure (other than, in the case of Form 10-D, for the purpose of restating any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure Information, the Securities Administrator will notify electronically the Depositor and such other parties to this Agreement as are affected by this Amendment and such parties will cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative or senior officer in charge of master servicing, as applicable, of the Master Servicer. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(d) related to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor shall be responsible for all costs and expenses of the Securities Administrator related to the preparation and filing of any such amendment. Notwithstanding the foregoing, if any Form 10-D needs to be amended solely to change the information contained in the Monthly Statement, the Securities Administrator shall not be required to notify the Depositor of such amendment.

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(e) Other than the Exchange Act reports specified above, the Securities Administrator shall have no responsibility to file any items or reports with the Commission under the Exchange Act or otherwise; provided, however, the Securities Administrator and Master Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust as the Depositor deems necessary under the Exchange Act.

(f) The Depositor shall pay all costs and expenses of the Securities Administrator related to the preparation and filing of any current report on Form 8-K, any periodic report on Form 10-D (other than the costs and expense of the Securities Administrator associated with the preparation and filing of the Monthly Statement), or any amendment to any Exchange Act report. Except as otherwise provided herein, all expenses incurred by the Securities Administrator in connection with its preparation and filing of Exchange Act reports hereunder shall not be reimbursable from the Trust.

(g) Any notice required under this Section 8.12 may be given by facsimile or by electronic mail.

Section 8.13 Tax Classification of the Excess Reserve Fund Account and the Supplemental Interest Trust. For federal income tax purposes, the Securities Administrator shall treat the Excess Reserve Fund Account and the Supplemental Interest Trust as a disregarded entity for so long as a single holder owns all of the Class X Certificates.

ARTICLE IX

ADMINISTRATION OF THE MORTGAGE LOANS

BY THE MASTER SERVICER

Section 9.01 Duties of the Master Servicer; Enforcement of Servicer’s Obligations.(a) The Master Servicer, on behalf of the Trustee, the Securities Administrator, the Depositor and the Certificateholders, shall monitor the performance of the obligations of the Servicers under their respective Servicing Agreements, and (except as set forth below) shall use its reasonable good faith efforts to cause each Servicer to duly and punctually perform its duties and obligations under its related Servicing Agreement. Upon the occurrence of an Event of Default of which a Responsible Officer of the Master Servicer or, if the Master Servicer and a Servicer are the same entity, the Trustee, has actual knowledge, the Master Servicer or the Trustee, as applicable, shall promptly notify the Securities Administrator and the Trustee, as applicable, and shall specify in such notice the action, if any, the Master Servicer or the Trustee, as applicable, plans to take in respect of such default. So long as an Event of Default shall occur and be continuing, the Master Servicer or the Trustee, as applicable, shall take the actions specified in Article VII. Notwithstanding anything in this Agreement or any Credit Risk Management Agreement to the contrary, the Master Servicer or the Trustee, as applicable, shall have no duty or obligation to enforce any such Credit Risk Management Agreement or to supervise, monitor or oversee the activities of a Servicer under such Credit Risk Management Agreement with respect to any action taken or not taken by such Servicer at the direction of the Sponsor or pursuant to a recommendation of the Credit Risk Manager.

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If (i) a Servicer reports a delinquency on a monthly report and (ii) such Servicer, by 11 a.m. (New York Time) on the related Remittance Date, neither makes an Advance nor provides the Securities Administrator, the Master Servicer and the Trustee with an Officer’s Certificate certifying that such an Advance would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, then the Master Servicer or, if the Master Servicer and such Servicer are the same entity, the Trustee, shall deposit in the Distribution Account not later than the Business Day immediately preceding the related Distribution Date an Advance in an amount equal to the difference between (x) with respect to each Monthly Payment due on a Mortgage Loan that is delinquent (other than Relief Act Interest Shortfalls) and for which such Servicer was required to make an Advance pursuant to the related Servicing Agreement and (y) amounts deposited in the related Collection Account to be used for Advances with respect to such Mortgage Loan, except to the extent the Master Servicer or the Trustee, as applicable, determines any such Advance to be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Subject to the foregoing and Section 7.01, the Master Servicer or the Trustee, as applicable, shall continue to make such Advances for so long as such Servicer is required to do so under its respective Servicing Agreement. If applicable, on the Business Day immediately preceding the Distribution Date, the Master Servicer shall deliver an Officer’s Certificate to the Trustee stating that the Master Servicer elects not to make an Advance in a stated amount and detailing the reason(s) it deems the Advance to be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Any amounts deposited by the Master Servicer or the Trustee, as applicable, pursuant to this Section 9.01 shall be net of the Servicing Fee for the related Mortgage Loans.

(b) The Master Servicer or the Trustee (as successor master servicer), as applicable, shall pay the costs of monitoring the Servicers (including costs associated with (i) termination of a Servicer, (ii) the appointment of a successor servicer or (iii) the transfer to and assumption of the servicing by the Master Servicer or the Trustee, as applicable) and shall, to the extent permitted under the related Servicing Agreement, seek reimbursement therefor initially from the terminated Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer or the Trustee (as successor master servicer), as applicable, are not paid for by the predecessor or successor servicer (provided such successor servicer is not the Master Servicer or the Trustee (as successor master servicer)), the Master Servicer or the Trustee, as applicable, may be reimbursed therefor by the Trust for all costs incurred by the Master Servicer or the Trustee (as successor master servicer), as applicable, associated with any such transfer of servicing duties from a Servicer to the Master Servicer or the Trustee, as applicable, or any other successor servicer.

(c) If the Master Servicer or the Trustee (as successor master servicer), as applicable, assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of the Servicer it replaces or for any errors or omissions of such Servicer.

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(d) Neither the Depositor nor the Securities Administrator shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under that Servicer’s Servicing Agreement without the prior written consent of the Master Servicer and the Trustee, which consent shall not be unreasonably withheld.

Section 9.02 [Reserved].

Section 9.03 [Reserved].

Section 9.04 Maintenance of Fidelity Bond and Errors and Omissions Insurance.The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, directors, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

Section 9.05 Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to the Depositor, the Securities Administrator and the Trustee, for the benefit of the Certificateholders, as of the Closing Date that:

(i) it is a national banking association validly existing and in good standing under the laws of the United States of America, and as Master Servicer has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer;

(ii) the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially and adversely affect the Master Servicer’s ability to perform its obligations under this Agreement;

(iii) this Agreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

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(iv) the Master Servicer is not in default with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency to the extent that any such default would materially and adversely affect its performance hereunder;

(v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability as Master Servicer to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Master Servicer of its obligations under this Agreement;

(vi) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement;

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

(viii) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer.

(b) It is understood and agreed that the representations and warranties set forth in this Section shall survive the execution and delivery of this Agreement. The Master Servicer shall indemnify the Depositor, Securities Administrator, the Trustee and the Trust and hold them harmless against any loss, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other reasonable costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.05(a) above. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section 9.05 to indemnify the Depositor, the Securities Administrator, the Trustee and the Trust constitutes the sole remedy of the Depositor, the Securities Administrator, the Trustee and the Trust respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, any termination of this Agreement and resignation or removal of the Trustee.

Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section shall accrue upon discovery of such breach by either the Depositor, the Master Servicer, Securities Administrator or the Trustee or notice thereof by any one of such parties to the other parties.

Section 9.06 Master Servicer Events of Default. Each of the following shall constitute a “Master Servicer Event of Default”:

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(a) any failure by the Master Servicer to deposit in the Distribution Account any payment received by it from a Servicer to make any P&I Advance or required to be made by the Master Servicer under the terms of this Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by any other party hereto;

(b) failure by the Master Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and Trustee by the holders of Certificates evidencing at least 25.00% of the Voting Rights;

(c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;

(d) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or relating to all or substantially all of its property;

(e) the Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations for three (3) Business Days;

(f) Except as otherwise set forth herein, the Master Servicer attempts to assign this Agreement or its responsibilities hereunder or to delegate its duties hereunder (or any portion thereof) without the consent of the Securities Administrator and the Depositor;

(g) the indictment of the Master Servicer for the taking of any action by the Master Servicer, any Affiliate or any director or employee thereof that constitutes fraud or criminal activity in the performance of its obligations under this Agreement, in each case, where such indictment materially and adversely affects the ability of the Master Servicer to perform its obligations under this Agreement (subject to the condition that such indictment is not dismissed within ninety (90) days); or

(h) failure of the Master Servicer to timely provide the Depositor with the assessment, attestation and annual statement of compliance required by Item 1122 of Regulation AB in accordance with Sections 3.03, 3.04 and 3.05.

In each and every such case, so long as a Master Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity or to damages, including injunctive relief and specific performance, the Trustee, by notice in writing to the Master Servicer, may, and upon the request of the Holders of Certificates representing at least 51.00% of the Voting Rights shall, terminate with cause all the rights and obligations of the Master Servicer under this Agreement.

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Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, shall pass to and be vested in any successor master servicer appointed hereunder which accepts such appointments. Upon written request from the Trustee or the Depositor, the Master Servicer shall prepare, execute and deliver to the successor entity designated by the Trustee any and all documents and other instruments related to the performance of its duties hereunder as the Master Servicer and, place in such successor’s possession all such documents with respect to the master servicing of the Mortgage Loans and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, at the Master Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee and such successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor master servicer for administration by it of all cash amounts which shall at the time be credited to the Distribution Account or are thereafter received with respect to the Mortgage Loans.

Section 9.07 Waiver of ▇▇▇▇▇▇▇.▇▇ a written notice, the Trustee may at the direction of Holders of Certificates evidencing at least 51.00% of the Voting Rights waive any default by the Master Servicer in the performance of its obligations hereunder and its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Master Servicer Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 9.08 Successor to the Master Servicer.Upon termination of the Master Servicer’s responsibilities and duties under this Agreement, the Depositor shall use its reasonable good faith efforts to appoint a successor, which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Master Servicer under this Agreement prior to the termination of the Master Servicer. Any successor shall be a ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac approved servicer in good standing and acceptable to the Depositor and the Rating Agencies. In connection with such appointment and assumption, the Depositor may make such arrangements for the compensation of such successor as it and such successor shall agree. In the event that the Master Servicer’s duties, responsibilities and liabilities under this Agreement are terminated, the Master Servicer shall continue to discharge its duties and responsibilities hereunder until the effective date of such termination with the same degree of diligence and prudence which it is obligated to exercise under this Agreement and shall take no action whatsoever that might impair or prejudice the rights of its successor. The termination of the Master Servicer shall not become effective until a successor shall be appointed pursuant hereto and shall in no event (i) relieve the Master Servicer of responsibility for the representations and warranties made pursuant to Section 9.05(a) hereof and the remedies available to the Trustee under Section 9.05(b) hereof, it being understood and agreed that the provisions of Section 9.05 hereof shall be applicable to the Master Servicer notwithstanding any such sale, assignment, resignation or termination of the Master Servicer or the termination of this Agreement; or (ii) affect the right of the Master Servicer to receive payment and/or reimbursement of any amounts accruing to it hereunder prior to the date of termination (or during any transition period in which the Master Servicer continues to perform its duties hereunder prior to the date the successor master servicer fully assumes its duties).

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If no successor master servicer has accepted its appointment within 90 days of the time the Trustee receives the resignation of the Master Servicer, the Trustee shall be the successor master servicer in all respects under this Agreement and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto, including the obligation to make Advances; provided, however, that any failure to perform any duties or responsibilities caused by the Master Servicer’s failure to provide information required by this Agreement shall not be considered a default by the Trustee hereunder. In the Trustee’s capacity as such successor, the Trustee shall have the same limitations on liability herein granted to the Master Servicer. Notwithstanding anything herein to the contrary, the Trustee in its role as successor master servicer shall have no obligation to monitor or supervise any Servicer, shall only have the obligation to make Advances if it terminates the Servicer pursuant to an Event of Default (in its role as successor master servicer), and shall make such Advances only pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to receive the compensation, reimbursement and indemnities otherwise payable to the Master Servicer, including the fees and other amounts payable pursuant to Section 9.09 hereof.

Any successor master servicer appointed as provided herein, shall execute, acknowledge and deliver to the Master Servicer, the Depositor and to the Trustee an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 9.05 hereof, and whereupon such successor shall become fully vested with all of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Master Servicer or termination of this Agreement shall not affect any claims that the Trustee may have against the Master Servicer arising out of the Master Servicer’s actions or failure to act prior to any such termination or resignation or in connection with the Trustee’s assumption of such obligations, duties and responsibilities.

Upon a successor’s acceptance of appointment as such, the Master Servicer shall notify by mail the Trustee and the Depositor of such appointment.

Section 9.09 Compensation of the Master ▇▇▇▇▇▇▇▇.▇▇ compensation for its activities under this Agreement, the Master Servicer shall be paid the Master Servicing Fee.

Section 9.10 Merger or Consolidation.Any Person into which the Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall be the successor to the Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or resulting Person to the Master Servicer shall (i) be a Person (or have an Affiliate) that is qualified and approved to service mortgage loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac (provided further that a successor master servicer that satisfies subclause (i) through an Affiliate agrees to service the Mortgage Loans in accordance with all applicable ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac guidelines) and (ii) have a net worth of not less than $25,000,000.

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Section 9.11 Resignation of the Master Servicer.Except as otherwise provided in Sections 9.08 and 9.10 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer satisfactory to the Trustee and the Depositor shall have assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee.

If at any time, ▇▇▇▇▇ Fargo, as Master Servicer, resigns under this Section 9.11, or is removed as Master Servicer pursuant to Section 9.06, then at such time ▇▇▇▇▇ Fargo shall also resign (and shall be entitled to resign) as Securities Administrator under this Agreement.

Section 9.12 Assignment or Delegation of Duties by the Master Servicer.Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer; provided, however, that the Master Servicer shall have the right with the prior written consent of the Depositor (which shall not be unreasonably withheld or delayed), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrade of the ratings assigned to any of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer but in no event shall the fee payable to the successor master servicer exceed that payable to the predecessor master servicer.

Section 9.13 Limitation on Liability of the Master Servicer.Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful malfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties as Master Servicer with respect to the Mortgage Loans under this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom, shall be liabilities of the Trust, and the Master Servicer shall be entitled to be reimbursed therefor out of the Distribution Account in accordance with the provisions of Section 9.09 and Section 9.14.

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The Master Servicer shall not be liable under this Agreement for any acts or omissions of any Servicer except to the extent that damages or expenses are incurred as a result of such acts or omissions and such damages and expenses would not have been incurred but for the negligence, willful malfeasance, bad faith or recklessness of the Master Servicer in supervising, monitoring and overseeing the performance of the obligations of any Servicer as required under this Agreement.

Section 9.14 Indemnification; Third Party Claims.The Master Servicer agrees to indemnify and hold harmless the Trustee as successor master servicer from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement.

The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in this Agreement, (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement or (iii) failure to provide the assessment, attestation and annual statement of compliance in accordance with Sections 3.03, 3.04 and 3.05; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Distribution Account. The Master Servicer shall not be liable for any course of action taken by a Servicer with respect to loss mitigation of defaulted Mortgage Loans at the direction of the Credit Risk Manager or the Sponsor pursuant to a Credit Risk Management Agreement or otherwise. Further, the Master Servicer shall not be liable for the performance by a Servicer under any Credit Risk Management Agreement.

Section 9.15 Duties of the Credit Risk Manager.

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(a) The Certificateholders, by their purchase and acceptance of the Certificates, appoint OfficeTiger Global Real Estate Services Inc., formerly known as MortgageRamp, Inc., as Credit Risk Manager. For and on behalf of the Depositor and the Trust, the Credit Risk Manager will provide reports and recommendations concerning certain delinquent and defaulted Mortgage Loans, and as to the collection of any Prepayment Charges with respect to the Mortgage Loans. Such reports and recommendations will be based upon the Monthly Statement and information provided by the Servicers (other than Countrywide Servicing) and the Master Servicer pursuant to the Credit Risk Management Agreements. The Credit Risk Manager shall look solely to the Servicers, the Master Servicer and to the Monthly Statement for all information and data (including loss and delinquency information and data) and loan level information and data relating to the servicing of the Mortgage Loans and neither the Securities Administrator nor the Trustee shall have any obligation to provide any such information to the Credit Risk Manager and shall not otherwise have any responsibility under any Credit Risk Management Agreement. The Credit Risk Manager shall be entitled to compensation from the Trust equal to the Credit Risk Manager Fee.

(b) On or about the 15th calendar day of each month, the Credit Risk Manager shall have prepared and shall make available to the Depositor, the following reports:

(i) Executive Summary: The Executive Summary will consist of a brief high level summary of certain key performance metrics as well as a narrative summary of loans identified and reviewed for follow-up actions by the Servicer.

(ii) General Pool Characteristics: This report will contain a listing of various characteristics of the mortgage loan pool (including history and stratification) such as documentation levels, occupancy status, weighted aging, CLTV, NOO rate, junior lien percentage, etc.

(iii) Performance Report: This report will graphically summarize the delinquency rates as well as the loss mitigation, foreclosure, REO, CPR and loss severity and related summary information.

(iv) Prepayment Analysis: This report will consist of a compilation and summary of various loan characteristics for Mortgage Loans that have prepaid, along with prepayment premium analytics.

(v) Servicer Remittance Report: This report will consist of an analysis of any discrepancy between the monthly servicer remittance file and the final monthly trust report including, without limitation, the collection of prepayment premiums.

(vi) OfficeTiger Loan Review Report: This report will consist of a narrative summary with respect to the individual loans that have been flagged for manual review and follow-up consultation with the Servicer. This report may also include narrative summaries of the recommendation of the Credit Risk Manager.

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Section 9.16 Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of the directors, officers, employees or agents of the Credit Risk Manager, shall be under any liability to the Trustee, the Securities Administrator, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, in reliance upon information provided by any Servicer (other than Countrywide Servicing) and the Master Servicer under the Credit Risk Management Agreements or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance, bad faith or gross negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement or the Credit Risk Management Agreements. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information furnished by the Servicers (other than Countrywide Servicing) and the Master Servicer pursuant to the Credit Risk Management Agreements in the performance of its duties thereunder and hereunder.

Section 9.17 Removal and Resignation of Credit Risk Manager. The Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders holding not less than 66-2/3% of the Voting Rights of Certificates, in the exercise of its or their sole discretion, at any time, without cause, upon ten (10) days prior written notice. The Certificateholders shall provide such written notice to the Trustee and upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager of its removal, effective upon receipt of such notice. In addition, on May 4, 2012 and each anniversary date thereafter, upon thirty (30) days prior written notice, the Credit Risk Manager will have the option to resign as Credit Risk Manager and the Depositor shall have the option to terminate the Credit Risk Manager without cause.

ARTICLE X

CONCERNING THE SECURITIES ADMINISTRATOR

Section 10.01 Duties of Securities Administrator.The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement.

The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument.

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No provision of this Agreement shall be construed to relieve the Securities Administrator of liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;

(ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;

(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and

(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.

Section 10.02 Certain Matters Affecting the Securities Administrator.Except as otherwise provided in Section 10.01:

(i) the Securities Administrator may request and conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Securities Administrator shall have no responsibility to ascertain or confirm the genuineness of any signature of any such party or parties;

(ii) the Securities Administrator may consult with counsel, financial advisers or accountants and the advice of any such counsel, financial advisers or accountants and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

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(iii) the Securities Administrator shall not be liable for any action or inaction taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(iv) the Securities Administrator shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing not less than 25.00% of the Voting Rights allocated to each Class of Certificates; provided, however, that if the payment within a reasonable time to the Securities Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Securities Administrator, not reasonably assured to the Securities Administrator by the security afforded to it by the terms of this Agreement, the Securities Administrator may require reasonable indemnity against such expense or liability as a condition to so proceeding. Nothing in this clause (iv) shall derogate from the obligation of the Securities Administrator to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, provided that the Securities Administrator shall have no liability for disclosure required by this Agreement;

(v) the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Securities Administrator shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Securities Administrator with due care;

(vi) the Securities Administrator shall not be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or the Trustee under this Agreement;

(vii) the Securities Administrator shall be under no obligation to exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Securities Administrator reasonable security or indemnity satisfactory to the Securities Administrator against the costs, expenses and liabilities which may be incurred therein or thereby; and

(viii) the Securities Administrator shall have no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that in the event of a breach or default by the Derivative Counterparty under the Cap Agreement or the Swap Agreement, the Securities Administrator shall pursue all legal remedies available against the Derivative Counterparty under the Cap Agreement or the Swap Agreement, as applicable, in consultation with the Depositor; provided, further, that the Securities Administrator may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee, the Securities Administrator and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account.

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The Securities Administrator shall have no duty (A) to undertake or ensure any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing thereof, (B) to procure or maintain any insurance or (C) to pay or discharge any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Distribution Account.

Section 10.03 Securities Administrator Not Liable for Certificates or Mortgage Loans.The recitals contained herein and in the Certificates shall be taken as the statements of the Depositor or the transferor, as the case may be, and the Securities Administrator assumes no responsibility for their correctness. The Securities Administrator makes no representations as to the validity or sufficiency of this Agreement, the Cap Agreement, the Swap Agreement, or of the Certificates or of any Mortgage Loan or related document other than with respect to the Securities Administrator’s execution and authentication of the Certificates. The Securities Administrator shall not be accountable for the use or application by the Depositor, the Trustee, the Master Servicer, or the Derivative Counterparty of any funds paid to the Depositor, the Trustee, the Master Servicer or the Derivative Counterparty in respect of the Mortgage Loans or deposited in or withdrawn from any Collection Account or any other fund or account with respect to the Certificates by the Depositor, the Trustee, the Master Servicer or the Derivative Counterparty.

The Securities Administrator executes and authenticates the Certificates not in its individual capacity but solely as Securities Administrator of the Trust Fund created by this Agreement, in the exercise of the powers and authority conferred and vested in it by this Agreement. Each of the undertakings and agreements made on the part of the Securities Administrator on behalf of the Trust Fund in the Certificates is made and intended not as a personal undertaking or agreement by the Securities Administrator but is made and intended for the purpose of binding only the Trust Fund.

Section 10.04 Securities Administrator May Own Certificates.The Securities Administrator in its individual or any other capacity may become the owner or pledgee of Certificates and may transact business with the parties hereto and their Affiliates with the same rights as it would have if it were not the Securities Administrator.

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Section 10.05 Securities Administrator’s Fees and Expenses.The Securities Administrator shall be entitled to the investment income earned on amounts in the Distribution Account during the Securities Administrator Float Period. The Securities Administrator and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Control Person”), of the Securities Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Securities Administrator’s duties hereunder, (ii) incurred in connection with the performance of any of the Securities Administrator’s duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Securities Administrator’s duties hereunder or (iii) incurred by reason of any action of the Securities Administrator taken at the direction of the Certificateholders, provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G 1(b)(3)(ii). Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Securities Administrator hereunder. Without limiting the foregoing, and except for any such expense, disbursement or advance as may arise from the Securities Administrator’s negligence, bad faith or willful misconduct, or which would not be an “unanticipated expense” within the meaning of the second preceding sentence, the Securities Administrator shall be reimbursed by the Trust for all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator in accordance with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer, appraiser or other agent that is not regularly employed by the Securities Administrator, to the extent that the Securities Administrator must engage such Persons to perform acts or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. The Trust shall fulfill its obligations under this paragraph from amounts on deposit from time to time in the Distribution Account.

The Securities Administrator shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

Section 10.06 Eligibility Requirements for Securities Administrator.The Securities Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating of at least investment grade. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 10.06 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of this Section 10.06, the Securities Administrator shall resign immediately in the manner and with the effect specified in Section 10.07 hereof. The entity serving as Securities Administrator may have normal banking and trust relationships with the Depositor and its affiliates or the Trustee and its affiliates.

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Any successor securities administrator (i) may not be a Mortgage Loan Seller, the Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor unless such successor securities administrator’s functions are operated through an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency and if rated by Fitch, or the equivalent rating by Standard & Poor’s or Moody’s. If no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to Section 10.07, then the Trustee may (but shall not be obligated to) become the successor securities administrator. The Depositor shall appoint a successor to the Securities Administrator in accordance with Section 10.07. The Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Section 10.07 Resignation and Removal of Securities Administrator.The Securities Administrator may at any time resign by giving written notice of resignation to the Depositor and the Trustee and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator in accordance with Section 10.08 meeting the qualifications set forth in Section 10.06. If no successor securities administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator.

If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different securities administrator, then the Depositor may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator.

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The Holders of Certificates entitled to at least 51.00% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor securities administrator to the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor so appointed. Notice of any removal of the Securities Administrator shall be given to the Derivative Counterparty and each Rating Agency by the successor securities administrator.

Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 10.07 shall become effective upon acceptance by the successor securities administrator of appointment as provided in Section 10.08 hereof.

If at any time, ▇▇▇▇▇ Fargo, as Securities Administrator, resigns under this Section 10.07, or is removed as Securities Administrator pursuant to this Section 10.07, then at such time ▇▇▇▇▇ Fargo shall also resign (and shall be entitled to resign) as Master Servicer under this Agreement.

Section 10.08 Successor Securities Administrator.Any successor securities administrator (which may be the Trustee) appointed as provided in Section 10.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor Securities Administrator and the Trustee an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor Securities Administrator shall become effective and such successor securities administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Securities Administrator herein. The Depositor, the Trustee, the Master Servicer and the predecessor Securities Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor securities administrator all such rights, powers, duties, and obligations.

No successor securities administrator shall accept appointment as provided in this Section 10.08 unless at the time of such acceptance such successor securities administrator shall be eligible under the provisions of Section 10.06 hereof and its appointment shall not adversely affect then current rating of the Certificates, as confirmed in writing by each Rating Agency.

Upon acceptance by a successor securities administrator of appointment as provided in this Section 10.08, the Depositor shall mail notice of the succession of such Securities Administrator hereunder to all Holders of Certificates and the Derivative Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance by the successor securities administrator of appointment, the successor securities administrator shall cause such notice to be mailed at the expense of the Depositor.

Section 10.09 Merger or Consolidation of Securities Administrator.Any corporation or other entity into which the Securities Administrator may be merged or converted or with which it may be consolidated or any corporation or other entity resulting from any merger, conversion or consolidation to which the Securities Administrator shall be a party, or any corporation or other entity succeeding to the business of the Securities Administrator, shall be the successor of the Securities Administrator hereunder, provided that such corporation or other entity shall be eligible under the provisions of Section 10.06 hereof, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

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Section 10.10 Assignment or Delegation of Duties by the Securities Administrator.Except as expressly provided herein, the Securities Administrator shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Securities Administrator; provided, however, that the Securities Administrator shall have the right with the prior written consent of the Depositor (which shall not be unreasonably withheld or delayed), and upon delivery to the Trustee, the Derivative Counterparty and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrade of the ratings assigned to any of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties, covenants or obligations to be performed and carried out by the Securities Administrator hereunder. Notice of such permitted assignment shall be given promptly by the Securities Administrator to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Securities Administrator are transferred to a successor securities administrator, the entire compensation payable to the Securities Administrator pursuant hereto shall thereafter be payable to such successor securities administrator but in no event shall the fee payable to the successor securities administrator exceed that payable to the predecessor securities administrator.

ARTICLE XI

TERMINATION

Section 11.01 Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 11.03, the obligations and responsibilities of the Depositor, the Master Servicer, the Credit Risk Manager, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the exercise of an Option to Purchase, on or after the Optional Termination Date, in the aggregate of all Mortgage Loans (and REO Properties) at the price (the “Termination Price”) equal to the sum of (i) 100.00% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of that Trust Fund and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which the Servicer, the Depositor, the Master Servicer, the Securities Administrator, the Credit Risk Manager or the Trustee are entitled to be paid or reimbursed pursuant to this Agreement and (iv) any Net Swap Payments remaining unpaid and any Swap Termination Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

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Notwithstanding anything to the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates and any other Classes of Certificates which constitute NIM Securities) pursuant to Section 11.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the Master Servicer, remits to the Securities Administrator an amount that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of, and accrued and unpaid interest on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Section 11.02 Final Distribution on the Certificates. If on any Remittance Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in any Collection Account, the Master Servicer shall direct the Securities Administrator promptly to send a Notice of Final Distribution to each Certificateholder and to the Swap Counterparty. If the Master Servicer (upon instruction from the Depositor or voluntarily) elects to exercise their option to purchase the Mortgage Loans pursuant to clause (a) of Section 11.01, at least 20 days prior to the date the Notice of Final Distribution is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor, the Derivative Counterparty and the Securities Administrator of (a) the date on which the Master Servicer intends to exercise such purchase option and (b) the Termination Price.

A Notice of Final Distribution, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such Notice of Final Distribution to the Swap Counterparty and to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders.

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Upon the final deposit with respect to the Trust Fund and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Servicers the Custodial Files for the Mortgage Loans.

Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Servicers under the Servicing Agreements and the Master Servicer, the Securities Administrator, the Depositor, the Trustee and the Swap Counterparty hereunder and payment of any amounts due to the Supplemental Interest Trust as provided under Section 4.02), in each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest-bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above.

In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the Notice of Final Distribution, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after such second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.

Section 11.03 Additional Termination Requirements. In the event an Option to Purchase is exercised with respect to the Mortgage Loans as provided in Section 11.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the party upon whose instruction causes the exercise of an Option to Purchase, to the effect that the failure to comply with the requirements of this Section 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” on any REMIC formed hereby as defined in Section 860F of the Code or (ii) cause any REMIC formed hereby to fail to qualify as a REMIC at any time that any Certificates are outstanding:

(a) The Securities Administrator on behalf of the Trustee shall sell all of the assets of the Trust Fund to the party exercising the Option to Purchase, and, within 90 days of such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each REMIC formed hereby; and

(b) The Securities Administrator shall attach a statement to the final federal income tax return for each REMIC formed hereby stating that pursuant to Treasury Regulations Section 1.860F-1, the first day of the 90-day liquidation period for each such REMIC was the date on which the Securities Administrator on behalf of the Trustee sold the assets of the Trust Fund to the Master Servicer.

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ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Amendment. (a) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without the consent of any of the Certificateholders or the Derivative Counterparty (except to the extent that the rights or obligations of the Derivative Counterparty under the Cap Agreement or the Swap Agreement are affected thereby, and except to the extent that the ability of the Securities Administrator to perform fully and timely its obligations under the Cap Agreement or the Swap Agreement is adversely affected, in which case prior written consent of the Derivative Counterparty is required) (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add to the duties of the Depositor, the Master Servicer, the Securities Administrator or the Trustee, (iv) to add any other provisions with respect to matters or questions arising hereunder, (v) to modify, alter, amend, add to or rescind any of the terms or provisions contained in this Agreement, (vi) to comply with the requirements of the Internal Revenue Code or (vii) to conform this agreement to the Offering Documents provided to investors in connection with the offering of the Certificates; provided, that any action pursuant to clause (iv) or (v) above shall not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer, the Securities Administrator or the Trust Fund), adversely affect in any material respect the interests of any Certificateholder; provided, further, that any such action pursuant to clause (iv) or (v) above shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. The Trustee, the Depositor, the Master Servicer and the Securities Administrator also may at any time and from time to time amend this Agreement, but without the consent of the Certificateholders or the Derivative Counterparty (except to the extent that the rights or obligations of the Derivative Counterparty hereunder or under the Cap Agreement or the Swap Agreement are affected thereby, and except to the extent that the ability of the Supplemental Interest Trust Trustee to perform fully and timely its obligations under the Cap Agreement or the Swap Agreement is adversely affected, in which case prior written consent of the Derivative Counterparty is required) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of each REMIC created hereunder under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any REMIC created hereunder pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided, that the Trustee and the Master Servicer have been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, (i) maintain such qualification, (ii) avoid or minimize the risk of the imposition of such a tax or (iii) comply with any such requirements of the Code.

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This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, but with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 66²/₃% of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a manner other than as described in clause (i), without the consent of the Holders of Certificates of such Class evidencing, as to such Class, Percentage Interests aggregating not less than 66²/₃%, (iii) reduce the aforesaid percentages of Certificates the Holders of which are required to consent to any such amendment, without the consent of the Holders of all such Certificates then outstanding or (iv) adversely affect the rights or obligations of the Derivative Counterparty hereunder or under the Cap Agreement or the Swap Agreement or the rights of the Securities Administrator, as the Supplemental Interest Trust Trustee, to fully and timely perform its obligations under the Cap Agreement or the Swap Agreement without obtaining the prior written consent of the Derivative Counterparty.

Notwithstanding any contrary provision of this Agreement, the Trustee and the Master Servicer shall not consent to any amendment to this Agreement unless (i) it shall have first received an Opinion of Counsel, which opinion shall not be an expense of the Trustee, the Master Servicer or the Trust Fund, to the effect that such amendment will not cause the imposition of any tax on any REMIC created hereunder or the Certificateholders or cause any such REMIC to fail to qualify as a REMIC or the grantor trust to fail to qualify as a grantor trust at any time that any Certificates are outstanding and (ii) the party seeking such amendment shall have provided written notice to the Rating Agencies (with a copy of such notice to the Trustee, the Master Servicer and the Derivative Counterparty) of such amendment, stating the provisions of the Agreement to be amended.

Notwithstanding the foregoing provisions of this Section 12.01(a), with respect to any amendment that significantly modifies the permitted activities of the Trustee, any Certificate beneficially owned by the Depositor shall be deemed not to be outstanding (and shall not be considered when determining the percentage of Certificateholders consenting or when calculating the total number of Certificates entitled to consent) for purposes of determining if the requisite consents of Certificateholders under this Section 12.01(a) have been obtained.

Promptly after the execution of any amendment to this Agreement requiring the consent of Certificateholders, the Trustee shall furnish written notification of the substance or a copy of such amendment to each Certificateholder and each Rating Agency.

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It shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

Nothing in this Agreement shall require the Trustee, the Master Servicer or the Securities Administrator to enter into an amendment without receiving an Opinion of Counsel (which opinion shall not be an expense of the Trustee, the Master Servicer, the Securities Administrator or the Trust Fund), satisfactory to the Trustee, the Master Servicer and the Securities Administrator, as applicable, that (i) such amendment is permitted and is not prohibited by this Agreement and that all requirements for amending this Agreement have been complied with and (ii) either (A) the amendment does not adversely affect in any material respect the interests of any Certificateholder or (B) the conclusion set forth in the immediately preceding clause (A) is not required to be reached pursuant to this Section 12.01(a).

(b) No party hereto shall agree to amend any Servicing Agreement unless the party requesting such amendment, at such party’s expense, has delivered to the Trustee and the Master Servicer an Opinion of Counsel that such amendment (i) is permitted under the terms of the applicable Servicing Agreement and (ii) will not materially adversely affect the interest of the Certificateholders in the Mortgage Loans or the NIM Securities to be issued in the NIMS Transaction.

Section 12.02 Recordation of Agreement; Counterparts. This Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Securities Administrator at the direction and expense of the Depositor, but only upon receipt of an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 12.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 12.04 Intention of Parties. (a) It is intended that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (1) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the benefit of the Holders of the Certificates a first priority security interest to secure repayment of an obligation in an amount equal to the aggregate Class Certificate Balances of the Certificates in all of the Depositor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Trust Fund and the Supplemental Interest Trust and all proceeds of any and all property constituting the Trust Fund and the Supplemental Interest Trust to secure payment of the Certificates (such security interest being, to the extent of the assets that constitute the Supplemental Interest Trust, pari passu with the security interest as provided in clause (4) below); (3) this Agreement shall constitute a security agreement under applicable law; and (4) the Derivative Counterparty shall be deemed, during the term of such agreement and while such agreement is the property of the Trustee, to have a security interest in all of the assets that constitute the Supplemental Interest Trust, but only to the extent of such Derivative Counterparty’s right to payment under the Derivative Agreements (such security interest being pari passu with the security interest as provided in clause (2) above). If such conveyance is deemed to be in respect of a loan and the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person holding any Certificate, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed by the Securities Administrator as herein provided.

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(b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and shall be maintained as such throughout the term of this Agreement. The Depositor shall, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee. Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in or lien on the Mortgage Loans, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Sponsor, the Depositor or the Trustee, (2) any change of location of the jurisdiction of organization of the Sponsor or the Depositor, (3) any transfer of any interest of the Sponsor or the Depositor in any Mortgage Loan or (4) any change under the relevant UCC or other applicable laws. Neither the Sponsor nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee. Before effecting such change, the Sponsor or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and intermediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, each of the Sponsor and the Depositor authorizes its immediate or intermediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

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Section 12.05 Notices. (a) The Securities Administrator shall use its best efforts to promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:

1. Any material change or amendment to this Agreement;

2. The occurrence of any Event of Default that has not been cured;

3. The resignation or termination of a Servicer, the Master Servicer, the Securities Administrator or the Trustee and the appointment of any successor;

4. The repurchase or substitution of Mortgage Loans pursuant to Section 2.03 or pursuant to a Transfer Agreement;

5. The final payment to Certificateholders; and

6. An Early Termination Event with respect to the Cap Agreement or the Swap Agreement.

(b) In addition, the Securities Administrator shall promptly make available on its internet website to each Rating Agency copies of the following:

1. Each report to Certificateholders described in Section 4.03; and

2. Any notice of a purchase of a Mortgage Loan pursuant to Section 2.03.

(c) All directions, demands, consents and notices hereunder shall be in writing and shall be deemed to have been duly given when delivered to:

(i) in the case of the Depositor, HSI Asset Securitization Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Head MBS Principal Finance, or such other address as may be hereafter furnished to the other parties by the Depositor in writing;

(ii) in the case of the Master Servicer, ▇▇▇▇▇ Fargo Bank, N.A., ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Client Manager - HASCO 2007-HE2, with a copy to ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Client Manager - HASCO 2007-HE2, or such other address as may be hereafter furnished to the other parties by ▇▇▇▇▇ Fargo in writing;

(iii) in the case of the Trustee, the Corporate Trust Office (Attention: Corporate Trust Services - HB07H2), or such other address as may be hereafter furnished to the to the other parties by the Trustee in writing;

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(iv) in the case of the Derivative Counterparty, Wachovia Bank, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇;

(v) in the case of the Credit Risk Manager, OfficeTiger Global Real Estate Services Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. 30328, Attention: President; and

(vi) in the case of each of the Rating Agencies, the address specified therefor in the definition corresponding to the name of such Rating Agency.

Notices to Certificateholders shall be deemed given when mailed, first class postage prepaid, to their respective addresses appearing in the Certificate Register

Section 12.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 12.07 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of an Event of Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25.00% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 12.08, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

-130-

Section 12.08 Certificates Nonassessable and Fully Paid. It is the intention of the Depositor that Certificateholders shall not be personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the Securities Administrator pursuant to this Agreement, are and shall be deemed fully paid.

Section 12.09 Rule of Construction. Article and section headings are for the convenience of the reader and shall not be considered in interpreting this Agreement or the intent of the parties hereto.

Section 12.10 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

[SIGNATURE PAGE FOLLOWS]

-131-

IN WITNESS WHEREOF, each of the parties below have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

HSI ASSET SECURITIZATION

CORPORATION, as Depositor

By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Vice President

DEUTSCHE BANK NATIONAL TRUST

COMPANY, as Trustee

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signer

DEUTSCHE BANK NATIONAL TRUST

COMPANY, as Trustee

By: /s/ ▇▇▇▇▇▇▇▇ Mermansader

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Title: Associate

▇▇▇▇▇ FARGO BANK, N.A., as Master

Servicer

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇

Title: Vice President

▇▇▇▇▇ FARGO BANK, N.A., as Securities

Administrator

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇

Title: Vice president

▇▇▇▇▇ FARGO BANK, N.A., as Custodian

By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇

Title: Vice President

OFFICETIGER GLOBAL REAL ESTATE

SERVICES INC., as Credit Risk Manager

By: /s/ D ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Name: D ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: SVP

ACKNOWLEDGED BY HSBC BANK USA, NATIONAL ASSOCIATION,

as Sponsor, solely for the purposes of Section 2.03(d).

By: /s/ ▇▇▇▇▇▇ Priest____________________

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Officer #15253

SCHEDULE I

Mortgage Loan Schedule

[To be retained in a separate closing binder entitled “HASCO 2007-HE2 Mortgage Loan Schedules” at the Washington, D.C. offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]

SCH. I-1

EXHIBIT A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND CERTAIN OTHER ASSETS.

PRIOR TO TERMINATION OF THE SWAP AGREEMENT AND THE CAP AGREEMENT, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES ADMINISTRATOR SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER THE STATUTORY EXEMPTION FOR NON-FIDUCIARY SERVICE PROVIDERS UNDER SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 OR PTCE 96-23 OR ANOTHER EXEMPTION. ANY PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT AND THE CAP AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE SECURITIES ADMINISTRATOR OF A REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS APPLICABLE.

EXHIBIT A-1

Certificate No:		1

Cut-off Date:		April 1, 2007

First Distribution Date:		May 25, 2007

Initial Certificate Balance of this Certificate (“Denomination”):		$[ ]

Initial Certificate Balances of all Certificates of this Class:	I-A	$ 326,874,000
	II-A-1	$ 132,967,000
	II-A-2	$ 26,376,000
	II-A-3	$ 49,252,000
	II-A-4	$ 3,688,000
	M-1	$ 29,714,000
	M-2	$ 27,567,000
	M-3	$ 16,468,000
	M-4	$ 14,320,000
	M-5	$ 13,963,000
	M-6	$ 11,814,000
	M-7	$ 11,814,000
	M-8	$ 10,740,000
	M-9	$ 8,592,000
	M-10	$ 13,604,000

EXHIBIT A-2

Interest Rate:	▇-▇-▇	▇▇▇▇▇▇▇▇
	▇▇-▇-▇	▇▇▇▇▇▇▇▇
	▇▇-▇-▇	Variable
	II-A-3	Variable
	II-A-4	Variable
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇	Variable
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇	Variable
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇	Variable
	▇-▇	▇▇▇▇▇▇▇▇
	▇-▇▇	Variable

CUSIP:	▇-▇-▇	▇▇▇▇▇▇ ▇▇▇
	▇▇-▇-▇	40430R AB2
	II-A-2	40430R AC0
	II-A-3	40430R AD8
	II-A-4	40430R AE6
	M-1	40430R AF3
	M-2	40430R AG1
	M-3	40430R AH9
	M-4	▇▇▇▇▇▇ ▇▇▇
	M-5	40430R AK2
	M-6	40430R ▇▇▇
	▇-▇	40430R ▇▇▇
	▇-▇	40430R AN6
	M-9	40430R AP1
	M-10	40430R AQ9

ISIN:	▇-▇-▇	▇▇▇▇▇▇▇▇▇▇▇▇
	▇▇-▇-▇	▇▇▇▇▇▇▇▇▇▇▇▇
	II-A-2	US40430RAC07
	▇▇-▇-▇	▇▇▇▇▇▇▇▇▇▇▇▇
	▇▇-▇-▇	▇▇▇▇▇▇▇▇▇▇▇▇
	M-1	US40430RAF38
	M-2	US40430RAG11
	M-3	US40430RAH93
	M-4	US40430RAJ59
	M-5	US40430RAK23

EXHIBIT ▇-▇

	▇-▇	▇▇▇▇▇▇▇▇▇▇▇▇
	M-7	US40430RAM88
	M-8	US40430RAN61
	M-9	US40430RAP10
	M-10	US40430RAQ92

EXHIBIT A-4

HSI ASSET SECURITIZATION CORPORATION

HSI Asset Securitization Corporation Trust, 2007-HE2

Mortgage Pass-Through Certificates, Series 2007-HE2

Class [A-__][M-__]

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class.

Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

This certifies that [____________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions of principal and interest pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among HSI Asset Securitization Corporation, as depositor (the “Depositor”), ▇▇▇▇▇ Fargo Bank, N.A., as master servicer, (in such capacity, the “Master Servicer”) securities administrator (in such capacity, the “Securities Administrator”) and custodian, OfficeTiger Global Real Estate Services Inc., as credit risk manager, and Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

* * *

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated:

EXHIBIT A-5

▇▇▇▇▇ FARGO BANK, N.A.,

not in its individual capacity, but solely as

Securities Administrator

By: _____________________________

Authenticated:

By: _________________________

Authorized Signatory of

▇▇▇▇▇ FARGO BANK, N.A.,

not in its individual capacity,

but solely as Securities Administrator

EXHIBIT A-6

HSI ASSET SECURITIZATION CORPORATION

HSI Asset Securitization Corporation Trust 2007-HE2

Mortgage Pass-Through Certificates

This Certificate is one of a duly authorized issue of Certificates designated as HSI Asset Securitization Corporation Trust 2007-HE2 Mortgage Pass-Through Certificates, of the Series specified on the face hereof (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust Fund created by the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account or Supplemental Interest Trust Account for payment hereunder and that neither the Trustee nor the Securities Administrator is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the Business Day immediately preceding such Distribution Date.

Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Securities Administrator in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the offices designated by the Securities Administrator for such purposes or such other location specified in the notice to Certificateholders of such final distribution.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

EXHIBIT A-7

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices designated by the Securities Administrator for such purposes, accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Trustee, the Depositor and the Securities Administrator and any agent of the Trustee, the Depositor or the Securities Administrator may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Depositor, the Securities Administrator nor any such agent shall be affected by any notice to the contrary.

The Master Servicer shall have the option to purchase the Mortgage Loans and therefore cause the termination of the Trust on any Optional Termination Date, which is any Distribution Date in which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

The obligations and responsibilities created by the Agreement will terminate as provided in Section 11.01 of the Agreement.

Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.

EXHIBIT A-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

______________________________________________________________________________

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

the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Securities Administrator to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

______________________________________________________________________________

Dated:

______________________________

Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , _____________

_________________________________________________________________________________________________,

for the account of ___________________________________________________________________________________,

account number __________, or, if mailed by check, to _______________________________________________________.

_________________________________________________________________________________________________,

Applicable statements should be mailed to ________________________________________________________________,

_________________________________________________________________________________________________

This information is provided by ___________________________________________________________,

the assignee named above, or __________________________________________________________________________,

as its agent.

EXHIBIT A-9

EXHIBIT B

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE SECURITIES ADMINISTRATOR RECEIVES EITHER A RULE 144A INVESTMENT LETTER OR REGULATION S INVESTMENT LETTER IN THE FORM OF EXHIBIT I-A AND EXHIBIT I-B, RESPECTIVELY, TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, STATING THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.	:	P-1

Cut-off Date	:	April 1, 2007

First Distribution Date	:	May 25, 2007

Percentage Interest of this Certificate	:	100%

Interest	:	None

CUSIP	:	40430R AS5

ISIN	:	US40430RAS58

EXHIBIT B-1

HSI ASSET SECURITIZATION CORPORATION

HSI Asset Securitization Corporation Trust 2007-HE2

Mortgage Pass-Through Certificates, Series 2007-HE2

Class P

evidencing a percentage interest in the distribution of Prepayment Charges allocable to the Certificates of the above-referenced Class.

Distributions in respect of this Certificate are distributable monthly as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

This certifies that [____________] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions of Prepayment Charges pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among HSI Asset Securitization Corporation, as depositor (the “Depositor”), ▇▇▇▇▇ Fargo Bank, N.A., as master servicer, (in such capacity, the “Master Servicer”) securities administrator (in such capacity, the “Securities Administrator”) and custodian, OfficeTiger Global Real Estate Services Inc., as credit risk manager, and Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

This Certificate does not have an Interest Rate and will solely be entitled to receive distributions of Prepayment Charges to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the offices designated by the Securities Administrator for such purpose, or such other location specified in the notice to Certificateholders.

No transfer of a Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Securities Administrator shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement) and deliver either (i) a Rule 144A Investment Letter or a Regulation S Investment Letter, as applicable, in either case substantially in the form attached as Exhibit I-A and Exhibit I-B, respectively, to the Agreement, or (ii) a written Opinion of Counsel to the Securities Administrator that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor.

EXHIBIT B-2

No transfer of a Certificate of this Class shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any materially similar provisions of applicable federal, state or local law (“Similar Law”), or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Securities Administrator.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

* * *

EXHIBIT B-3

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated:

▇▇▇▇▇ FARGO BANK, N.A.,

not in its individual capacity, but solely as

Securities Administrator

By: ______________________________

Authenticated:

By: ___________________________

Authorized Signatory of

▇▇▇▇▇ FARGO BANK, N.A.,

not in its individual capacity,

but solely as Securities Administrator

EXHIBIT B-4

HSI ASSET SECURITIZATION CORPORATION

HSI Asset Securitization Corporation Trust 2007-HE2

Mortgage Pass-Through Certificates

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account or constituting Prepayment Charges for payment hereunder and that neither the Trustee nor the Securities Administrator is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month next preceding the month of such Distribution Date.

EXHIBIT B-5

The obligations and responsibilities created by the Agreement will terminate as provided in Section 11.01 of the Agreement.

Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.

EXHIBIT B-6