POOLING AND SERVICING AGREEMENT

EXECUTION COPY

 

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

 

Depositor

 

DLJ MORTGAGE CAPITAL, INC.,

 

Seller

 

SELECT PORTFOLIO SERVICING, INC.,

 

Servicer and Special Collections Servicer

 

CLAYTON FIXED INCOME SERVICES INC . ,

 

Credit Risk Manager

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

 

Trustee

 

 

POOLING AND SERVICING AGREEMENT

 

 

Dated as of March 1, 2007

 

 

Home Equity Asset Trust 2007-2

HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2007-2

 

 

Table of Contents

 

Page

ARTICLE I DEFINITIONS

12

SECTION 1.01

Definitions .

12

SECTION 1.02

Interest Calculations .

53

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

53

SECTION 2.01

Conveyance of Mortgage Loans .

53

SECTION 2.02

Acceptance by the Trustee of the Mortgage Loans .

60

SECTION 2.03

Representations and Warranties of the Seller, the Servicer and the

Special Collections Servicer .

63

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage

Loans .

66

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions .

66

SECTION 2.06

Execution and Delivery of Certificates .

67

SECTION 2.07

REMIC Matters .

67

SECTION 2.08

Covenants of the Servicer .

67

SECTION 2.09

Conveyance of Pooling REMIC Regular Interests and Subsidiary

REMIC Regular Interests and Acceptance of Master REMIC,

Respectively, by the Trustee; Issuance of Certificates .

68

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

68

SECTION 3.01

Servicer to Service Mortgage Loans .

69

SECTION 3.02

Subservicing; Enforcement of the Obligations of Subservicers .

70

SECTION 3.03

[Reserved] .

72

SECTION 3.04

Notification of Adjustments .

72

SECTION 3.05

Trustee to Act as Servicer .

72

SECTION 3.06

Collection of Mortgage Loans; Collection Account; Certificate

Account; Prefunding Account; Capitalized Interest Account .

73

SECTION 3.07

Establishment of and Deposits to Escrow Accounts; Permitted

Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and

Other Charges .

77

SECTION 3.08

Access to Certain Documentation and Information Regarding the

Mortgage Loans; Inspections .

79

SECTION 3.09

Permitted Withdrawals from the Collection Accounts and Certificate

Account .

80

SECTION 3.10

Maintenance of Hazard Insurance; Mortgage Impairment Insurance and

Primary Insurance Policy; Claims; Restoration of Mortgaged Property .

82

SECTION 3.11

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

85

SECTION 3.12

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain

Mortgage Loans .

87

SECTION 3.13

Trustee to Cooperate; Release of Mortgage Files .

90

SECTION 3.14

Documents, Records and Funds in Possession of the Servicer to be

Held for the Trustee .

91

SECTION 3.15

Servicing Compensation .

91

SECTION 3.16

Access to Certain Documentation .

92

SECTION 3.17

Annual Statements as to Compliance .

92

SECTION 3.18

Report on Assessment of Compliance and Attestation .

92

SECTION 3.19

Maintenance of Fidelity Bond and Errors and Omissions Insurance .

97

SECTION 3.20

Prepayment Premiums .

97

SECTION 3.21

Duties and Removal of the Credit Risk Manager .

98

SECTION 3.22

Advance Facility .

99

SECTION 3.23

Refinancing of Senior Liens .

101

SECTION 3.24

Special Collections Servicing of Liquidated Mortgage Loans.

101

SECTION 3.25

Special Serviced Mortgage Loans .

102

ARTICLE IV DISTRIBUTIONS AND ADVANCES

104

SECTION 4.01

Advances .

104

SECTION 4.02

Priorities of Distribution .

105

SECTION 4.03

Allocation of Losses .

114

SECTION 4.04

Monthly Statements to Certificateholders .

114

SECTION 4.05

Servicer to Cooperate .

118

SECTION 4.06

Basis Risk Reserve Fund .

118

SECTION 4.07

Supplemental Interest Trust .

119

SECTION 4.08

Rights of Swap Counterparty .

121

SECTION 4.09

Replacement of Swap Counterparty .

121

ARTICLE V THE CERTIFICATES

122

SECTION 5.01

The Certificates .

122

SECTION 5.02

Certificate Register; Registration of Transfer and Exchange of

Certificates .

123

SECTION 5.03

Mutilated, Destroyed, Lost or Stolen Certificates .

129

SECTION 5.04

Persons Deemed Owners .

129

SECTION 5.05

Access to List of Certificateholders’ Names and Addresses .

129

SECTION 5.06

Maintenance of Office or Agency .

129

ARTICLE VI THE DEPOSITOR, THE SELLER, THE SERVICER, ANY SPECIAL

COLLECTIONS SERVICER AND ANY SPECIAL SERVICER

130

SECTION 6.01

Respective Liabilities of the Depositor, the Seller, the Servicer, any

Special Collections Servicer and any Special Servicer .

130

SECTION 6.02

Merger or Consolidation of the Depositor, the Seller, the Servicer, a

Special Collections Servicer or any Special Servicer .

130

SECTION 6.03

Limitation on Liability of the Depositor, the Seller, the Servicer, any

Special Collections Servicer and any Special Servicer .

131

SECTION 6.04

Limitation on Resignation of the Servicer or a Special Collections

Servicer .

132

SECTION 6.05

Limitation Upon Liability of the Credit Risk Manager .

133

ARTICLE VII DEFAULT

134

SECTION 7.01

Events of Default .

134

SECTION 7.02

Trustee to Act; Appointment of Successor .

137

SECTION 7.03

Notification to Certificateholders .

139

ARTICLE VIII CONCERNING THE TRUSTEE

139

SECTION 8.01

Duties of the Trustee .

139

SECTION 8.02

Certain Matters Affecting the Trustee .

141

SECTION 8.03

Trustee Not Liable for Certificates or Mortgage Loans .

142

SECTION 8.04

Trustee May Own Certificates .

142

SECTION 8.05

Trustee’s Fees and Expenses .

143

SECTION 8.06

Eligibility Requirements for the Trustee .

143

SECTION 8.07

Resignation and Removal of the Trustee .

144

SECTION 8.08

Successor Trustee .

145

SECTION 8.09

Merger or Consolidation of the Trustee .

145

SECTION 8.10

Appointment of Co-Trustee or Separate Trustee .

146

SECTION 8.11

Tax Matters .

147

SECTION 8.12

Periodic Filings .

150

SECTION 8.13

Trust Obligations .

154

SECTION 8.14

Determination of Certificate Index .

154

SECTION 8.15

Indemnification with Respect to Certain Taxes and Loss of REMIC

Status .

154

ARTICLE IX TERMINATION

155

SECTION 9.01

Termination upon Liquidation or Purchase of the Mortgage Loans .

155

SECTION 9.02

Final Distribution on the Certificates .

156

SECTION 9.03

Additional Termination Requirements .

157

SECTION 9.04

Determination of the Terminating Entity .

158

ARTICLE X MISCELLANEOUS PROVISIONS

159

SECTION 10.01

Amendment .

159

SECTION 10.02

Recordation of Agreement; Counterparts .

161

SECTION 10.03

Governing Law .

161

SECTION 10.04

Intention of Parties .

161

SECTION 10.05

Notices .

162

SECTION 10.06

Severability of Provisions .

163

SECTION 10.07

Assignment .

163

SECTION 10.08

Limitation on Rights of Certificateholders .

163

SECTION 10.09

Certificates Nonassessable and Fully Paid .

164

SECTION 10.10

Protection of Assets .

164

SECTION 10.11

Non-Solicitation .

164

SECTION 10.12

Compliance With Regulation AB .

165

 

EXHIBITS

 

EXHIBIT A

Form of Class A -[•] Certificate

EXHIBIT B

Form of Class M -[•] Certificate

EXHIBIT C

[Reserved]

EXHIBIT D

Form of Residual Certificate

EXHIBIT E-1

Form of Class X Certificate

EXHIBIT E-2

Form of Class P Certificate

EXHIBIT F

Form of Interest Only Certificates

EXHIBIT G

Form of Initial Certification of Custodian

EXHIBIT H

Form of Final Certification of Custodian

EXHIBIT I

Transfer Affidavit

EXHIBIT J

Form of Transferor Certificate

EXHIBIT K

Form of Investment Letter (Non-rule 144A)

EXHIBIT L

Form of Rule 144A Letter

EXHIBIT M

Request for Release

EXHIBIT N

[Reserved]

EXHIBIT O

Form of Servicer Report

EXHIBIT P

Information  To Be  Provided  By The Servicer Relating To Modified Mortgage Loans

EXHIBIT Q

Form of Subsequent Transfer Agreement

EXHIBIT R

Form of Special Request for Release

EXHIBIT S

[Reserved]

EXHIBIT T

Form of Interest Rate Swap Agreement

EXHIBIT U

Form of Depositor Certification

EXHIBIT V

Form of Trustee Certification for Monthly Statements

EXHIBIT W

Form of Servicer Certification

EXHIBIT X

Form of Assessment of Compliance

EXHIBIT Y

Servicing Criteria to Be Addressed in Assessment of Compliance

EXHIBIT Z

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

EXHIBIT AA

Form of Certification Regarding Substitution of Defective Mortgage Loans

 

SCHEDULE I

Mortgage Loan Schedule for Mortgage Loans

SCHEDULE IIA

Representations and Warranties of Seller – DLJMC

SCHEDULE IIB

Representations and Warranties of Servicer and Special Collections Servicer– SPS

SCHEDULE III

Representations and Warranties – Mortgage Loans

SCHEDULE IV

Swap Agreement Notional Amount Schedule

 

 

THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as the depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, as the seller (the “Seller”), SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as servicer (the “Servicer”) and as special collections servicer (“SPS” or a “Special Collections Servicer”), CLAYTON FIXED INCOME SERVICES INC., a Colorado corporation, as credit risk manager (the “Credit Risk Manager”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the trustee (the “Trustee”).

WITNESSETH THAT

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

PRELIMINARY STATEMENT

As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, the Swap Agreement, the Supplemental Interest Trust, the Supplemental Interest Trust Account and the Collateral Account be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the Pooling REMIC, the Subsidiary REMIC, and the Master REMIC”).  Each Certificate, other than the Class A-IO-S, Class X and Class R Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions.  In addition, each Class of LIBOR Certificates (other than the Residual Certificates) represents the right to receive payments pursuant to contractual arrangements as described in Section 8.11 of this Agreement.  The Class X Certificate represents ownership of the Class X Interest in the Master REMIC and also represents ownership of the assets held from time to time in the Basis Risk Reserve Fund and the Supplemental Interest Trust.  The Class R Certificate represents ownership of the sole class of residual interest in each REMIC.  

The Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Subsidiary REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Pooling REMIC, other than the Class LTP-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Pooling REMIC.  The Pooling REMIC shall hold as assets the property of the Trust Fund other than the Lower Tier Interests in the Pooling REMIC and the Subsidiary REMIC, and the Excluded Trust Property.  The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date.  In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

 

The Pooling REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Pooling REMIC Lower Tier Interests.  

 

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the Class LTP-A Interest is a per annum rate equal to the Net WAC Rate.

(2)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Pooling REMIC Lower Tier Interests is a per annum rate equal to the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related 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) the REMIC Swap Rate for such Distribution Date.

(4)

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

On each Distribution Date, the Trustee shall first pay or charge as an expense of the Pooling REMIC all expenses of the Trust for such Distribution Date other than any Net Trust Swap Payment or Swap Termination Payment.

On each Distribution Date the Trustee shall distribute the remaining Interest Remittance Amount for Loan Group 1 and Loan Group 2 with respect to each of the Lower Tier Interests in the Pooling REMIC based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount with respect to Loan Group 1 and Loan Group 2 with respect to the Pooling REMIC Interests, first to the Class LTP-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Pooling REMIC Interests 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 Pooling REMIC Interests in the same manner that principal distributions are allocated.

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Class LTP-F58 and Class LTP-V58 Lower Tier Interests, respectively.

The Subsidiary REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Subsidiary REMIC Lower Tier Interests.

 

___________________________

(1)

The interest rate for each of these Subsidiary REMIC Lower Tier Interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Accrual Period) is a per annum rate equal to the weighted average of the interest rates on the Pooling REMIC Lower Tier Interests, provided , however , that for any Distribution Date on which the Class LT1-IO Interest is entitled to a portion of the interest accruals on a Pooling REMIC Lower Tier Interest 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 Pooling REMIC Lower Tier Interest to a cap equal to the product of two and the interest rate used to compute the Swap Counterparty Payment adjusted to reflect the day count convention used for such interest rate (“Swap LIBOR”) for such Distribution Date.

(2)

The Class LT1-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 LT1-IO shall be entitled to interest accrued on the Pooling REMIC Lower Tier Interest 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 Pooling REMIC Lower Tier Interest for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

 

(3)

The Class LT1-R Interest is the sole class of residual interest in the Subsidiary REMIC.  It does not have an interest rate or a principal balance.

On each Distribution Date the Trustee shall distribute interest on the Lower Tier Interests in the Subsidiary REMIC based on the above-described interest rates, provided , however , that interest that accrues on the Class LT1-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 LT1-Q Interest.  An amount equal to the interest so deferred shall be distributed as additional principal on the other Subsidiary REMIC Lower Tier Interests having a principal balance in the manner described below.

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

(i)

First, to the Class LT1-1-A-1, Class LT1-2-A-1, Class LT1-2-A-2, Class LT1-2-A-3, Class LT1-2-A-4, Class LT1-M-1, Class LT1-M-2, Class LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class LT1-M-6, Class LT1-M-7, Class LT1-M-8 and Class LT1-M-9 Interests until the principal balance of each such Lower Tier Interest equals one-half of the Class Principal Balance of the Corresponding Class of Certificates immediately after such Distribution Date; and

(ii)

Second, to the Class LT1-Q Interests, any remaining amounts.

On each Distribution Date, the Trustee shall be deemed to have distributed the Prepayment Premiums passed through with respect to the Class LTP-F58 and Class LTP-V58 Lower Tier Interests in REMIC 1 on such Distribution Date  to the Class LT1-Q Interest.

 

 

 

 

The Master REMIC

The following table sets forth (or describes) the Class designation, Pass-Through Rate, initial Class Principal Balance, and minimum Denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder.

Class Designation	Initial Class Principal Balance or Initial Class Notional Amount	Pass-Through Rate	Assumed Final Maturity Date (1)	Minimum Denominations or Percentage Interest	Integral Multiples in Excess of Minimum
Class 1-A-1	$  460,000,000	5.53000%(2)	July 2037	$25,000	$1
Class 2-A-1	$  266,000,000	5.43000%(2)	July 2037	$25,000	$1
Class 2-A-2	$    73,000,000	5.50500%(2)	July 2037	$25,000	$1
Class 2-A-3	$    79,000,000	5.56000%(2)	July 2037	$25,000	$1
Class 2-A-4	$    40,000,000	5.69000%(2)	July 2037	$25,000	$1
Class A-IO-S	(3)	(3)	July 2037	10%	10%
Class M-1	$   48,000,000	5.75000%(2)	July 2037	$25,000	$1
Class M-2	$   45,000,000	5.82000%(2)	July 2037	$25,000	$1
Class M-3	$   26,400,000	6.07000%(2)	July 2037	$25,000	$1
Class M-4	$   22,800,000	6.27000%(2)	July 2037	$25,000	$1
Class M-5	$   21,600,000	6.44500%(2)	July 2037	$25,000	$1
Class M-6	$   20,400,000	6.67000%(2)	July 2037	$25,000	$1
Class M-7	$   18,600,000	7.82000%(2)	July 2037	$25,000	$1
Class M-8	$   14,400,000	7.82000%(2)	July 2037	$25,000	$1
Class M-9	$   14,400,000	7.82000%(2)	July 2037	$25,000	$1
Class X (4)
Class P	$            50.00	(5)	July 2037	20%	20%
Class R (6)	$            50.00	5.53000%(2)	July 2037	20%	20%

___________________________

(1)

Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date thirty-six months following the month of the maturity date for the Initial Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in the Master REMIC.

(2)

The rate shown above is the Pass-Through Rate for the April 2007 Distribution Date (and the related Accrual Period).  The Pass-Through Rate applicable to any other Distribution Date (and the related Accrual Period) shall equal the sum of the related Certificate Index and the Certificate Margin for such Distribution Date subject to a cap equal to the applicable Net Funds Cap, provided , however , that for purposes of the REMIC Provisions, such cap for each Class of Certificates shall equal the REMIC Maximum Rate.  

(3)

The Class A-IO-S Certificates are an interest-only Class and for each Distribution Date the Class A-IO-S Certificates shall receive the aggregate Excess Servicing Fee.  The Class A-IO-S Certificates shall represent an interest in the Trust, but shall not represent an interest in any REMIC created hereby.

(4)

For purposes of the REMIC Provisions, the Class X Certificate shall represent ownership of a regular interest in the Master REMIC (the “Class X Interest”).  The Class X Interest shall have an initial principal balance of  $50,400,000, and the right to receive distributions of such amount represents a regular interest in the Master REMIC.  The Class X Interest shall also comprise two notional components, each of which represents a regular interest in the Master REMIC.  The first such component has a notional balance that will at all times equal the aggregate of the class principal amounts of the Lower Tier Interests in the Subsidiary REMIC, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the weighted average of the interest rates on the Lower Tier Interests in the Subsidiary REMIC (other than the Class LT1-IO Interest) over (ii) the Adjusted Subsidiary REMIC WAC.  The second notional component represents the right to receive all distributions in respect of the Class LT1-IO Interest in the Subsidiary REMIC.  In addition, for purposes of the REMIC Provisions, the Class X Certificate shall represent beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest Trust, including the Swap Agreement and (iii) an interest in the notional principal contracts described in Section 8.11.

(5)

The Class P Certificates are entitled to Prepayment Premiums only and will not accrue interest.

(6)

The Class R Certificate represents ownership of the residual interest in each REMIC.

 

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

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

Class A-IO Certificates

The Class A-IO-S Certificates.

Class M Certificates

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

Class P Certificates

The Class P Certificates.

Class X Certificates

The Class X Certificates.

ERISA-Restricted Certificates

The Residual Certificates and Private Certificates and Certificates of any Class that no longer satisfy the applicable rating requirements of the Underwriters’ Exemption.

LIBOR Certificates

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

Notional Amount Certificates

The Class A-IO-S and Class X Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Private Certificates

The Class A-IO-S, Class P and Class X Certificates.

Physical Certificates

The Class A-IO-S, Class P, Class R and Class X Certificates.

Rating Agencies

Moody’s, S&P, Fitch and DBRS.

Regular Certificates

All Classes of Certificates other than the Class R and Class A-IO-S Certificates.

Residual Certificates

The Class R Certificates.

Senior Certificates

The Class A, Class A-IO and Class R Certificates.

Subordinate Certificates

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

ARTICLE I

 

DEFINITIONS

SECTION 1.01

Definitions .

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

Accepted Servicing Practices : With respect to any Mortgage Loan, those mortgage servicing practices employed by the Servicer in servicing similar mortgage loans for its own portfolio giving due consideration to customary and usual standards of practice of prudent mortgage lending institutions which service mortgage loans for their own account and of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

Accountant’s Attestation :  As defined in Section 3.18(i)(b).

Accrual Period :  For any class of LIBOR Certificates and any Distribution Date, the period commencing on the immediately preceding Distribution Date (or, in the case of the first Accrual Period, the Closing Date) and ending on the day immediately preceding the related Distribution Date.  For each Lower Tier Interest and Class A-IO-S Certificates, the calendar month preceding the month in which the Distribution Date occurs.  The Class P Certificates will not accrue interest.

Additional Termination Event :  As defined in the Swap Agreement.

Adjusted Subsidiary REMIC WAC :  For any Accrual Period, the product of (i) two, multiplied by (ii) the weighted average of the interest rates on the Lower Tier Interests in the Subsidiary REMIC (other than the Class LT1-R and Class LT1-IO Interests), determined by (a) subjecting the rate on the Class LT1-Q Interest to a cap of zero and (b) subjecting the rate on the Class LT1-1-A-1, Class LT1-2-A-1, Class LT1-2-A-2, Class LT1-2-A-3, Class LT1-2-A-4, Class LT1-M-1, Class LT1-M-2, Class LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class LT1-M-6, Class LT1-M-7, Class LT1-M-8 and Class LT1-M-9 Interests to a cap and a floor equal to the Pass-Through Rate on the Corresponding Class of Certificates for such Accrual Period (determined by substituting the REMIC Maximum Rate for the applicable Net Funds Cap).

Adjustment Date :  With respect to each adjustable-rate Mortgage Loan each adjustment date on which the Mortgage Rate thereon changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each such adjustable-rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

Advance :  With respect to any Mortgage Loan, the payment required to be made by the Servicer with respect to any Distribution Date pursuant to Section 4.01.  

Advance Facility :  As defined in Section 3.22(a) herein.

Advance Facility Notice :  As defined in Section 3.22(b) herein.

Advance Facility Trustee :  As defined in Section 3.22(b) herein.

Advance Reimbursement Amounts :  As defined in Section 3.22(a) herein.

Advancing Person :  As defined in Section 3.22(a) herein.

Aggregate Collateral Balance :  As of any date of determination, will be equal to the Aggregate Loan Balance plus the amount, if any, then on deposit in the Prefunding Account; provided that the Aggregate Collateral Balance as of the Initial Cut-off Date will include the Prefunded Amount.

Aggregate Loan Balance :  As of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans, except as otherwise provided herein, as of the last day of the related Collection Period.

Aggregate Loan Group Balance :  As to any Loan Group and as of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans in that Loan Group, except as otherwise provided, as of the last day of the related Collection Period.

Aggregate Loan Group Collateral Balance :  As of any date of determination and Loan Group, will be equal to applicable Aggregate Loan Group Balance plus the amount, if any, then on deposit in the Prefunding Account, with respect to the related Loan Group; provided that the Aggregate Loan Group Collateral Balance as of the Initial Cut-off Date will include the Prefunded Amount.

Aggregate Subsequent Transfer Amount :  With respect to any Subsequent Transfer Date, the aggregate Stated Principal Balances as of the applicable Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(e); provided , however , that such amount shall not exceed the amount on deposit in the Prefunding Account.

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

Ancillary Income :  All income derived from the Mortgage Loans, other than Servicing Fees, including but not limited to, late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges, including investment income on the applicable Collection Account and any Prepayment Interest Excess.  Ancillary Income does not include any Prepayment Premiums.

Applied Loss Amount :  As to any Distribution Date, an amount equal to the excess, if any of (i) the aggregate Class Principal Balance of the Certificates, after giving effect to all Realized Losses incurred with respect to Mortgage Loans during the Collection Period for such Distribution Date, payments of principal on such Distribution Date and any additions to the Class Principal Balance of the Certificates on such Distribution Date pursuant to Section 4.03(b) over (ii) the Aggregate Collateral Balance for such Distribution Date.

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

Assessment of Compliance :  As defined in Section 3.18(i)(a).

Assignment and Assumption Agreement :  That certain assignment and assumption agreement dated as of March 1, 2007, by and between DLJMC, as assignor and the Depositor, as assignee, relating to the Mortgage Loans.

Assignment of Mortgage :  An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage.

Balloon Loan :  Any Mortgage Loan which, by its terms, does not fully amortize the principal balance thereof by its stated maturity and thus requires a payment at the stated maturity larger than the monthly payments due thereunder.

Bankruptcy Code :  The United States Bankruptcy Reform Act of 1978, as amended.

Basis Risk Reserve Fund :  The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association in trust for registered holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity Asset Trust 2007-2, Home Equity Pass-Through Certificates, Series 2007-2.”  The Basis Risk Reserve Fund shall not be part of any REMIC.  Funds in the Basis Risk Reserve Fund shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Basis Risk Shortfall :  For any Class of LIBOR Certificates and any Distribution Date, the sum of (i) the excess, if any, of the related Current Interest calculated on the basis of the lesser of (x) the Certificate Index plus the applicable Certificate Margin and (y) the Maximum Interest Rate over the related Current Interest for the applicable Distribution Date; (ii) any Basis Risk Shortfall remaining unpaid from prior Distribution Dates; and (iii) interest accrued during the related Accrual Period on the amount in clause (ii) calculated at a per annum rate equal to the lesser of (x) the Certificate Index plus the applicable Certificate Margin and (y) the Maximum Interest Rate.

Benefit Plan Investor :  As defined in Section 5.02(b) hereof.

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

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

Capitalization Reimbursement Amount :  For any Distribution Date and each Loan Group, the aggregate of the amounts added to the Stated Principal Balances of the Mortgage Loans in such Loan Group during the preceding calendar month representing reimbursements to the Servicer on or prior to such Distribution Date in connection with the modification of such Mortgage Loan pursuant to Section 3.06.

Capitalized Interest Account :  The separate Eligible Account designated as such and created and maintained by the Trustee pursuant to Section 3.06(h) hereof.  The Capitalized Interest Account shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC.  Except as provided in Section 3.06(h) hereof, any investment earnings on the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to the Depositor.

Capitalized Interest Deposit :  $430,000.

Capitalized Interest Requirement :  With respect to the April 2007 Distribution Date, an amount equal to 23 days of interest accruing at a per annum rate equal to the weighted average Pass-Through Rate of the LIBOR Certificates on the sum of the Prefunded Amount outstanding at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to April 1, 2007 transferred to the Trust during the related Collection Period.  With respect to the May 2007 Distribution Date, an amount equal to interest accruing during the related Accrual Period at a per annum rate equal to the weighted average Pass-Through Rate of the LIBOR Certificates for such Distribution Date on the sum of the Prefunded Amount outstanding at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to May 1, 2007 transferred to the Trust during the related Collection Period.  With respect to the June 2007 Distribution Date, an amount equal to interest accruing during the related Accrual Period at a per annum rate equal to the weighted average Pass-Through Rate of the LIBOR Certificates for such Distribution Date on the sum of the Prefunded Amount outstanding at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to June 1, 2007 transferred to the Trust during the related Collection Period.  If the Capitalized Interest Requirement is insufficient to enable the Pooling REMIC to pay the Pooling REMIC Regular Interests their stated pass-through rates, the Class X Certificates will contribute any amounts necessary to pay the Pooling REMIC Regular Interests their stated pass-through rates.  Any amounts contributed to the Subsidiary REMIC by the Class X Certificates will not be eligible to fund overcollateralization.

Carryforward Interest :  For any Class of LIBOR Certificates and Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest from the immediately preceding Distribution Date exceeds (y) the amount paid in respect of interest on such Class on such immediately preceding Distribution Date, and (2) with respect to the LIBOR Certificates, interest on such amount for the related Accrual Period at the applicable Pass-Through Rate for such Distribution Date.

Certificate :  Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

Certificate Account :  The separate Eligible Account created and maintained with the Trustee, or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof pursuant to Section 3.06, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee on behalf of the Certificateholders or any other account serving a similar function acceptable to the Rating Agencies.

Certificate Balance : With respect to any 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 Subordinate Certificates, reduced by any Applied Loss Amounts allocated to such Class on prior Distribution Dates pursuant to Section 4.03(a) plus the amount of any increase to the Certificate Balance of such Certificate pursuant to Section 4.03(b).  

Certificate Index :  With respect to each Distribution Date, the rate for one month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 a.m., London time, on the related Interest Determination Date relating to each Class of LIBOR Certificates.  If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Trustee after consultation with the Servicer), the rate will be the Reference Bank Rate. If no such quotations can be obtained and no Reference Bank Rate is available, the Certificate Index will be the Certificate Index applicable to the preceding Distribution Date.  On the Interest Determination Date immediately preceding each Distribution Date, the Trustee shall determine the Certificate Index for the Accrual Period commencing on such Distribution Date and inform the Servicer of such rate.

 

Certificate Margin :  As to each Class of LIBOR Certificates, the applicable amount set forth below:

Class of LIBOR Certificates	Certificate Margin (%)
	(1)	(2)
1-A-1	0.210%	0.420%
2-A-1	0.110%	0.220%
2-A-2	0.185%	0.370%
2-A-3	0.240%	0.480%
2-A-4	0.370%	0.740%
M-1	0.430%	0.645%
M-2 0.460	0.500%	0.750%
M-3	0.750%	1.125%
M-4	0.950%	1.425%
M-5	1.125%	1.625%
M-6	1.350%	1.850%
M-7	2.500%	3.000%
M-8	2.500%	3.000%
M-9	2.500%	3.000%
R	0.210%	(3)

_____________________

(1)

Prior to and on the first Optional Termination Date.

(2)

After the first Optional Termination Date.

(3)

It is expected that the Class Principal Balance of the Class R Certificates will be reduced to zero prior to the Optional Termination Date.

 

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.

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% 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 Trustee 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.

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

Class P Certificate :  A Certificate representing a regular interest in the Master REMIC.

Class Principal 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.

Class R Certificate :  A Certificate representing the residual interest in the Master REMIC, the Subsidiary REMIC and the Pooling REMIC.

Class X Distributable Amount :  With respect to any Distribution Date, the excess of (i) the sum of (a) the interest accrued during the related Accrual Period on the Class X Interest notional amount at the pass-through rate for the Class X Interest, as described in footnote (4) under the Master REMIC table in the Preliminary Statement, and (b) amounts so accrued in all prior Accrual Periods over (ii) the sum of (a) amounts distributed with respect to the Class X Certificates pursuant to Section 4.02(e)(xv) on prior Distribution Dates (other than amounts distributed pursuant to Sections 4.06 or 4.07) and (b) any amounts deposited into the Basis Risk Reserve Fund pursuant to Section 4.02(e)(xiii) on such Distribution Date or  any prior Distribution Date.

Closing Date :  April 2, 2007.

Code :  The Internal Revenue Code of 1986, as the same may be amended from time to time (or any successor statute thereto).

Collateral Account :  The account maintained by the Trustee in accordance with the provisions of Section 4.07(b).

Collection Account :  The accounts established and maintained by the Servicer in accordance with Section 3.06.

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

Commission :  The Securities and Exchange Commission.

Compensating Interest Payment :  For any Distribution Date, the lesser of (x) the aggregate Servicing Fee payable to the Servicer on such Distribution Date and (y) the aggregate Prepayment Interest Shortfall allocable to Payoffs for the Mortgage Loans for that Distribution Date.  For purposes of this definition only, the Servicing Fee Rate shall equal 0.50%.

Corporate Trust Office :  The designated office of the Trustee in the State of Minnesota at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 60 Livingston Avenue, St. Paul, MN 55107, Attn:  Corporate Trust Structured Finance, Ref: Home Equity Asset Trust 2007-2.

Corresponding Class :  With respect to any Lower Tier Interest in the Subsidiary REMIC, the Corresponding Class of Certificates identified in the table for the Subsidiary REMIC in the Preliminary Statement.  

Credit Risk Manager :  Clayton Fixed Income Services Inc., a Colorado corporation, and any successor.

Credit Risk Management Agreement :  The agreement between the Servicer and the Credit Risk Manager dated as of April 2, 2007.

Credit Risk Manager Fee :  The fee payable to the Credit Risk Manager on each Distribution Date for its services as Credit Risk Manager, in an amount equal to one-twelfth of the Credit Risk Manager Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans immediately prior to such Distribution Date.

Credit Risk Manager Fee Rate :  0.0125% per annum.

Credit Support Annex :  The credit support annex to the Swap Agreement dated as of April 2, 2007, between the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty.

Current Interest :  For any interest bearing Class of LIBOR Certificates and Distribution Date, the amount of interest accruing at the applicable Pass-Through Rate on the related Class Principal Balance of such Class during the related Accrual Period; provided , that if and to the extent that on any Distribution Date the Interest Remittance Amount is less than the aggregate distributions required pursuant to Section 4.02(a) without regard to this proviso as a result of Interest Shortfalls, then the Current Interest on each Class will be reduced, on a pro rata basis in proportion to the amount of Current Interest for each Class without regard to this proviso, by such Interest Shortfalls for such Distribution Date.

Curtailment :  Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated Principal Balance of the Mortgage Loan.

Custodians :  LaSalle Bank National Association and Wells Fargo Bank, N.A., as custodians, or their successors in interest.

Custodial Agreements :  Each of: the Custodial Agreement dated as of the date hereof between LaSalle Bank National Association, as custodian, and the Trustee and the Custodial Agreement dated as of the date hereof between Wells Fargo Bank, N.A., as custodian, and the Trustee.

Cut-off Date :  For any Initial Mortgage Loan, the Initial Cut-off Date.  For any Subsequent Mortgage Loan, the applicable Subsequent 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 applicable Cut-off Date.

DBRS :  DBRS, Inc., or any successor thereto.  For purposes of Section 10.05(b) the address for notices to DBRS shall be DBRS, Inc., 55 Broadway, 15 ^th Floor, New York, New York 10006, Attention:  Home Equity Asset Trust 2007-2, or such other address as DBRS may hereafter furnish to the Depositor, the Servicer and the Trustee.

Defective Mortgage Loan :  Any Mortgage Loan which is required to be repurchased pursuant to Section 2.02 or 2.03.

Deferred Amount :  For any Class of Subordinate Certificates (other than the Class X Certificates) and Distribution Date, will equal the amount by which (x) the aggregate of the Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of amounts previously paid in reimbursement thereof and (ii) any additions to the Class Principal Balance pursuant to Section 4.03(b) on such Distribution Date or any previous Distribution Date.  Any payment of Deferred Amount pursuant to Section 4.02(e) shall not result in a reduction to the Class Principal Balance of the Class of Certificate to which it is distributed.

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 :  As defined in Section 2.03(d) herein.

Delinquency Rate :  For any month will be, generally, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 or more days delinquent (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Aggregate Collateral Balance as of the close of business on the last day of such month.

Denomination :  With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor : Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its successor in interest.  

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

Determination Date :  As to any Distribution Date and any Mortgage Loan, the Business Day immediately preceding the 18th day of each month.

Distribution Date :  The 25th day of each month or if such day is not a Business Day, the first Business Day thereafter, in each case commencing in April 2007.

Disqualified Organization :  A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of:  (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, (iv) an “electing large partnership” within the meaning of Section 775 of the Code or (v) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Class R Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in the Class R Certificate to such Person. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof, if all of its activities are subject to tax and, a majority of its board of directors is not selected by a governmental unit. The term “United States”, “State” and “international organizations” shall have the meanings set forth in Section 7701 of the Code.

DLJMC :  DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and assigns.

Due Date :  With respect to each Mortgage Loan and any Distribution Date, the date on which Scheduled Payments on such Mortgage Loan are due, which is either the first day of the month of such Distribution Date or, if Scheduled Payments on such Mortgage Loan are due on a day other than the first day of the month, the day in the immediately preceding calendar month to such Distribution Date on which such Scheduled Payments are due, exclusive of any days of grace.  

Early Termination Date :  As defined in the Swap Agreement.

Eligible Account :  Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such holding company) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity.  Eligible Accounts may bear interest.

Eligible Investments :  Any one or more of the obligations and securities listed below:

(i)

direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; or obligations fully guaranteed by, the United States of America; the FHLMC, FNMA, the Federal Home Loan Banks or any agency or instrumentality of the United States of America rated Aa3 or higher by Moody’s, AA- or higher by S&P and  AA- or higher by Fitch;

(ii)

federal funds, demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) are rated in the highest ratings by each Rating Agency, and the long-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the long-term debt obligations of such holding company) are rated in one of two of the highest ratings, by each Rating Agency;

(iii)

repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as a principal) the short-term debt obligations of which are rated A-1 or higher by S&P, rated A-2 or higher by Moody’s and F1 or higher by Fitch; provided , however , that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market price plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral, and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(iv)

securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which are approved by each Rating Agency at the time of such investment;

(v)

commercial paper having an original maturity of less than 365 days and issued by an institution having a short-term unsecured debt rating in the highest available rating category by each Rating Agency that rates such securities, at the time of such investment;

(vi)

a guaranteed investment contract approved by each of the Rating Agencies and issued by an insurance company or other corporation having a long-term unsecured debt rating in the highest available rating category of Moody’s and Fitch, and a short-term unsecured debt rating of A-1 or higher by S&P, at the time of such investment; and

(vii)

money market funds having ratings in the highest available rating category of Moody’s and Fitch and either “AAAm” or “AAAm-G” of S&P at the time of such investment (any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirements for Eligible Investments set forth herein) including money market funds of the Servicer or the Trustee and any such funds that are managed by the Servicer or the Trustee or their respective Affiliates or for the Servicer or the Trustee or any Affiliate of either acts as advisor, as long as such money market funds satisfy the criteria of this subparagraph (vii);

provided , however , that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.

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

ERISA-Qualifying Underwriting :  With respect to any ERISA-Restricted Certificate, a best efforts or firm commitment underwriting or private placement that meets the requirements of the Underwriters’ Exemption.

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

ERISA-Restricted Swap Certificate :  Any Certificate other than an ERISA-Restricted Certificate.

Errors and Omissions Insurance Policy :  An errors and omissions insurance policy to be maintained by the Servicer pursuant to Section 3.19.

Escrow Account :  The separate account or accounts created and maintained by the Servicer pursuant to Section 3.07.

Escrow Payments :  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any other related document.

Event of Default :  As defined in Section 7.01 herein.

Excess Servicing Fee :  Not applicable.

Excess Servicing Fee Rate :  0.00% per annum.   

Exchange Act :  The Securities Exchange Act of 1934, as amended.

Expense Fee :  As to each Mortgage Loan, the sum of the Servicing Fee, the Excess Servicing Fee, if applicable, the Trustee Fee, the Credit Risk Manager Fee and any lender paid Primary Insurance Policy premium, if applicable.

Expense Fee Rate :  As to each Mortgage Loan and any date of determination, the sum of the Servicing Fee Rate, the Excess Servicing Fee Rate, if applicable, the Trustee Fee Rate, the Credit Risk Manager Fee Rate and the rate at which any lender paid Primary Insurance Policy premium is calculated, if applicable.

Fair Credit Reporting Act :  15 U.S.C. §§1681 et seq.

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

FHLMC :  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.

Fidelity Bond :  A fidelity bond to be maintained by the Servicer pursuant to Section 3.19.

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 Seller, the Depositor or the Servicer pursuant to or as contemplated by Section 3.12(f) or Section 9.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.  The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

Final Scheduled Distribution Date :  The Distribution Date in July 2037.

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

Fitch :  Fitch Ratings, or any successor thereto.  For purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch Ratings, 1 State Street Plaza, New York, New York 10004, Attention:  Home Equity Asset Trust 2007-2, or such other address as Fitch may hereafter furnish to the Depositor, the Servicer and the Trustee.

FNMA :  The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

FNMA Guides :  The FNMA Sellers’ Guide and the FNMA Servicers’ Guide and all amendments or additions thereto.

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

Group 1 Allocation Amount :  For any Distribution Date, the product of the Senior Principal Payment Amount for that Distribution Date and a fraction the numerator of which is the Principal Remittance Amount derived for Loan Group 1 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.  For purposes of the definition, the Principal Remittance Amount will be calculated net of subclause (6) in the definition thereof.  

Group 1 Excess Interest Amount :  For any Distribution Date, the product of the amount of Monthly Excess Interest required to be distributed on that Distribution Date pursuant to Section 4.02(e)(i)(A) and a fraction the numerator of which is the Principal Remittance Amount derived from Loan Group 1 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.  For purposes of this definition, the Principal Remittance Amount will be calculated net of subclause (6) in the definition thereof.

Group 1 Senior Net Funds Cap :  For any Distribution Date and the Class 1-A-1 Certificates, will be a per annum rate equal to (1) (a) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Optimal Interest Remittance Amount for Loan Group 1 and such date and (y) 12, and the denominator of which is the Aggregate Loan Group Collateral Balance of Loan Group 1 for the immediately preceding Distribution Date less (b) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Net Trust Swap Payment, if any, for such Distribution Date and the Swap Termination Payments made pursuant to Sections 4.02(a)(vi), 4.02(c)(i) or 4.02(d)(i) on such Distribution Date and (y) 12 and the denominator of which is the Aggregate Collateral Balance for the immediately preceding Distribution Date multiplied by (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.

Group 2 Allocation Amount:  For any Distribution Date, the product of the Senior Principal Payment Amount for that Distribution Date and a fraction the numerator of which is the Principal Remittance Amount derived from Loan Group 2 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.  For purposes of this definition, the Principal Remittance Amount will be calculated net of subclause (6) in the definition thereof.

Group 2 Senior Net Funds Cap :  For any Distribution Date and the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates will be a per annum rate equal to (1) (a) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Optimal Interest Remittance Amount for Loan Group 2 and such date and (y) 12, and the denominator of which is the Aggregate Loan Group Collateral Balance of Loan Group 2 for the immediately preceding Distribution Date, less (b) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Net Trust Swap Payment, if any, for such Distribution Date and the Swap Termination Payments made pursuant to Sections 4.02(a)(vi), 4.02(c)(i) or 4.02(d)(i) on such Distribution Date and (y) 12 and the denominator of which is the Aggregate Collateral Balance for the immediately preceding Distribution Date multiplied by (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.

Index :  With respect to each adjustable-rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.

Indirect Participant :  A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Cut-off Date :  March 1, 2007.

Initial Mortgage Loan :  A Mortgage Loan conveyed to the Trust Fund on the Closing Date pursuant to this Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

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

Insurance Proceeds :  Proceeds of any Primary Insurance Policies and any other Insurance Policies with respect to the Mortgage Loans, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures.

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

Interest Only Mortgage Loans :  Any Mortgage Loan which does not provide for any payments of principal prior to either (i) its first Adjustment Date or (ii)  five or ten years after origination.

Interest Remittance Amount :  For any Distribution Date and Loan Group, an amount equal to the sum of (1) all interest collected (other than related Payaheads, if applicable) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection Period, the interest portion of Payaheads previously received and intended for application in the related Collection Period and the interest portion of all Payoffs and Curtailments received on the Mortgage Loans in such Loan Group during the related Prepayment Period (other than interest on Principal Prepayments that occur during the portion of the Prepayment Period that is in the same calendar month as the related Distribution Date), less (x) the Servicing Fee (other than any Excess Servicing Fee) and any lender paid Primary Insurance Policy premiums with respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts due to the Servicer or the Trustee with respect to such Mortgage Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by the Servicer with respect to the related Mortgage Loans with respect to such Distribution Date, (3) the portion of any Substitution Adjustment Amount or Repurchase Price paid with respect to such Mortgage Loans during the related Prepayment Period or purchased by any Special Servicer pursuant to Section 3.25, in each case allocable to interest and the proceeds of any purchase of the Mortgage Loans by the Terminating Entity pursuant to Section 9.01 in an amount not exceeding the interest portion of the Par Value, (4) all Net Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the extent allocable to interest, and unpaid Servicing Fees) collected with respect to such Mortgage Loans during the prior calendar month, to the extent allocable to interest and (5) any amounts withdrawn from the Capitalized Interest Amount to pay interest on the related Certificates with respect to such Distribution Date.

Interest Shortfall :  For any Distribution Date, an amount equal to the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Prepayment Interest Shortfalls to the extent not covered by a Compensating Interest Payment and (b) interest payments on certain of the Mortgage Loans being limited pursuant to the provisions of the Relief Act.

ISDA :  International Swaps and Derivatives Association, Inc.

ISDA Master Agreement :  An ISDA Master Agreement (Multicurrency-Cross Border) in the form published by ISDA in 1992 including the schedule thereto.

Latest Possible Maturity Date :  The Distribution Date in the thirty-sixth month following the month in which the Mortgage Loan having the latest maturity date matures.

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

LIBOR Certificates :  As defined in the Preliminary Statement.

Liquidated Mortgage Loan :  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated (or in the case of a second lien Mortgage Loan, charged-off by the Servicer in accordance with Accepted Servicing Practices) in the calendar month preceding the month of such Distribution Date and as to which the Servicer has determined (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of the related REO Property (exclusive of any possibility of a deficiency judgment).

Liquidation Proceeds :  Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or similar dispositions or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, other than Recoveries.

Loan Group :  Any of Loan Group 1 or Loan Group 2, as applicable.

Loan Group 1 :  All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the Mortgage Loan Schedule.

Loan Group 2 :  All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the Mortgage Loan Schedule.

Loan Level Data :  As defined in Section 4.04(c) herein.

Loan-to-Value Ratio :  With respect to any first-lien Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination, and the denominator of which is (a) in the case of a purchase, the lesser of the selling price of the related Mortgaged Property and the Appraised Value of the related Mortgaged Property, or (b) in the case of a refinance, the amount set forth in an appraisal made in connection with the refinancing of the related Mortgaged Loan as the value of the related Mortgaged Property.  With respect to any second-lien Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the sum of (x) the principal balance of the related Mortgage Loan at the date of its origination and (y) the outstanding principal balance of the senior mortgage loan at the date of origination of such senior mortgage loan and the denominator of which is (a) in the case of a purchase, the lesser of the selling price of the related Mortgaged Property and the Appraised Value of the related Mortgaged Property, or (b) in the case of a refinance, the amount set forth in an appraisal made in connection with the refinancing of the related Mortgaged Loan as the value of the related Mortgaged Property.

Lost Mortgage Note :  Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Lower Tier Interest :  An interest in any of the Pooling REMIC or the Subsidiary REMIC, as described in the Preliminary Statement, those interests having an LTP designation being interests in the Pooling REMIC and those interests having an LT1 designation being interests in the Subsidiary REMIC.

M-1 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 61.00% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

M-2 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 68.50% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-3 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 72.90% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-4 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 76.70% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-5 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 80.30% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-6 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates and Class M-5 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 83.70% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-7 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 86.80% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-8 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates and Class M-7 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 89.20% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-9 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates and Class M-8 Certificates in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 91.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

Majority in Interest :  As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Master REMIC :  As specified in the Preliminary Statement.

Maximum Interest Rate :  For the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class R Certificates and any Distribution Date, an annual rate equal to (a) the weighted average of (i) the weighted average Maximum Mortgage Rates minus the weighted average Expense Fee Rate of the adjustable-rate Mortgage Loans in the related Loan Group and (ii) the weighted average Net Mortgage Rates of the fixed-rate Mortgage Loans in the related Loan Group, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.  For the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, and Class M-9 Certificates and any Distribution Date, an annual rate equal to (a) the weighted average of (x) the weighted average Maximum Mortgage Rates minus the weighted average Expense Fee Rate of the adjustable-rate Mortgage Loans in both Loan Groups and the (y) weighted average Net Mortgage Rates of the fixed-rate Mortgage Loans in both Loan Groups, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.  All weighted averages calculated hereunder shall be based on Stated Principal Balance of the applicable Mortgage Loans as of the first day of the related Collection Period.

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

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

MERS Mortgage Loan :  Any Mortgage Loan registered with MERS on the MERS System.

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

MIN :  The mortgage identification number for any MERS Mortgage Loan.

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

Modified Mortgage Loan :  Any Mortgage Loan that is modified in accordance with Section 3.06(a), the outstanding Stated Principal Balance of which has been increased by adding to such Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan.

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

Monthly Excess Cashflow :  For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

Monthly Excess Interest :  As to any Distribution Date, the Interest Remittance Amount remaining after the application of payments pursuant to clauses (i) through (xv) of Section 4.02(a) and the Principal Payment Amount remaining after the application of payments pursuant to clauses (i) through (xi) of Section 4.02(c) or clauses (i) through (xi) of Section 4.02(d), as applicable.

Monthly Statement :  The statement delivered to the Certificateholders pursuant to Section 4.04.

Moody’s :  Moody’s Investors Service, Inc., or any successor thereto. For purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:  Residential Pass-Through Monitoring, or such other address as Moody’s may hereafter furnish to the Depositor, the Servicer and the Trustee.

Mortgage :  The mortgage, deed of trust or other instrument creating a first or second lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File :  The Mortgage documents listed in Section 2.01(b) hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee or the applicable Custodian to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans :  Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.  Such mortgage loans include conventional, adjustable-rate and fixed-rate, fully amortizing and balloon, first and second lien residential mortgage loans, all of which have original terms to stated maturity of up to 30 years.

Mortgage Loan Purchase Agreement :  Each mortgage loan purchase agreement between the Seller and an Originator.

Mortgage Loan Schedule :  The list of Mortgage Loans (as from time to time amended by the Seller to reflect the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to Section 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan by Loan Group:

(i)

the Mortgage Loan identifying number;

(ii)

a code indicating the type of Mortgaged Property (detached single family dwelling, PUD, condominium unit, two- to four-unit residential property or Cooperative Unit) and the occupancy status;

(iii)

a code indicating the Servicer of the Mortgage Loan;

(iv)

the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

(v)

the Loan-to-Value Ratio at origination;

(vi)

a code indicating the existence of a subordinate lien for the related Mortgaged Property;

(vii)

the combined Loan-to-Value Ratio at origination;

(viii)

a code indicating the existence of a subordinate lien for the related Mortgaged Property;

(ix)

the related borrower’s debt-to-income ratio at origination;

(x)

the related borrower’s credit score at origination;

(xi)

the Mortgage Rate as of the Cut-off Date;

(xii)

the stated maturity date;

(xiii)

the amount of the Scheduled Payment as of the Cut-off Date;

(xiv)

the original principal amount of the Mortgage Loan;

(xv)

the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected;

(xvi)

the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(xvii)

a code indicating whether a Prepayment Premium is required to be paid in connection with a prepayment of the Mortgage Loan and the term and the amount of the Prepayment Premium;

(xviii)

the index that is associated with such Mortgage Loan, if applicable;

(xix)

an indication whether the Mortgage Loan accrues interest at an adjustable Mortgage Rate or a fixed Mortgage Rate;

(xx)

the Index that is associated with such Mortgage Loan, if applicable;

(xxi)

the Gross Margin, if applicable;

(xxii)

the Periodic Rate Cap, if applicable;

(xxiii)

the Minimum Mortgage Rate, if applicable;

(xxiv)

the Maximum Mortgage Rate, if applicable;

(xxv)

the first Adjustment Date after the Cut-off Date, if applicable;

(xxvi)

the Servicing Fee Rate (which may be disclosed on the Mortgage Loan Schedule in two parts identified as the servicing fee or in two parts identified as the “Lender Fee” and the “Mgmt Fee” or in two parts identified as “service fee” and “excess fee”);

(xxvii)

the Expense Fee Rate as of the Cut-off Date;

(xxviii)

 a code indicating whether the Mortgage Loan is covered under a borrower paid or lender paid Primary Insurance Policy (and, if so, the name of the insurance carrier) and the rate at which any lender paid Primary Insurance Policy premium is calculated, if applicable; and

(xxix)

a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN; and

(xxx)

whether such Mortgage Loan is a Group 1 Loan or a Group 2 Loan.

With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date:

(i)

the number of Mortgage Loans;

(ii)

the current aggregate principal balance of the Mortgage Loans as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected; and

(iii)

the weighted average Mortgage Rate of the Mortgage Loans.

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

Mortgage Pool :  All of the Mortgage Loans.

Mortgage Rate :  The annual rate of interest borne by a Mortgage Note.

Mortgaged Property :  The underlying real property securing a Mortgage Loan.

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

Most Senior Enhancement Percentage : For any Distribution Date and any Class of Certificates, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Balances of the Certificates which are lower in payment priority than such Class of Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be less than zero), in each case prior to giving effect to payments on such Distribution Date and the denominator of which is the Aggregate Collateral Balance as of the first day of the related Collection Period.

Net Counterparty Payment :  For each Swap Payment Date on or prior to the Swap Termination Date, the excess, if any, of the Swap Counterparty Payment over the Trust Swap Payment for such date.

Net Cumulative Realized Loss Amount :  For any Distribution Date, cumulative Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the end of the prior calendar month less the amount of payments made to the Principal Remittance Amount from the Supplemental Interest Account on all prior Distribution Dates pursuant to Section 4.02(h)(iii).

Net Funds Cap :  Any of the Group 1 Senior Net Funds Cap, the Group 2 Senior Net Funds Cap or the Subordinate Net Funds Cap, as applicable.

Net Liquidation Proceeds :  Liquidation Proceeds, net of (1) unreimbursed, reasonable out-of-pocket expenses and (2) unreimbursed Servicing Fees, Servicing Advances and Advances.

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

Net Trust Swap Payment :  For each Swap Payment Date on or prior to the Swap Termination Date, the excess, if any, of the Trust Swap Payment over the Swap Counterparty Payment for such date.

Net WAC Rate :  As to any Distribution Date, a rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans for the related Collection Period, weighted on the basis of the Stated Principal Balances as of the first day of the related Collection Period.

NIM Note :  Any debt instrument secured by distributions on any of the Certificates issued by the Trust.

NIM Trust :  Any trust created to hold the Class X Certificates that issues notes that are secured by distributions on the Class X Certificates.

Nonrecoverable Advance :  With respect to any Mortgage Loan, any portion of an Advance or a Servicing Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise from proceeds or collections on the related Mortgage Loan.

Notional Amount Certificates :  As specified in the Preliminary Statement.

Offered Certificates :  As specified in the Preliminary Statement.

Officer’s Certificate :  A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President or an Assistant Vice President or the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Servicer or any Special Servicer or any certificate of any Servicing Officer, and delivered to the Depositor or the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel :  A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including in-house counsel, reasonably acceptable to the Trustee; provided , however , that with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Servicer, (ii) not have any material direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.  The cost of any Opinion of Counsel, except as otherwise specifically provided herein, shall not be at the expense of the Trustee.

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

Optional Termination :  Any purchase of the Mortgage Loans by a Terminating Entity, pursuant to Section 9.01.

Optional Termination Date :  As defined in Section 9.01.

Optional Termination Notice Period :  The period during which notice is to be given to the affected Certificateholders of an Optional Termination pursuant to Section 9.02.

Originator :  With respect to each Mortgage Loan, the entity that sold such Mortgage Loan to the Seller.

OTS :  The Office of Thrift Supervision.

Outsourcer :  As defined in Section 3.02 herein.

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 Trustee or delivered to the Trustee for cancellation; and

(ii)

Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee 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 Payoff prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

Overcollateralization Amount :  For any Distribution Date, an amount equal to the amount, if any, by which (x) the applicable Aggregate Collateral Balance for such Distribution Date exceeds (y) the aggregate Class Principal Balance of the Offered Certificates and Class P Certificates after giving effect to payments on such Distribution Date.

Overcollateralization Deficiency :  For any Distribution Date will be equal to the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates resulting from the payment of the Principal Payment Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.  

Overcollateralization Release Amount :  For any Distribution Date, an amount equal to the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the amount, if any, by which (1) the Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the aggregate Principal Remittance Amount for such date is applied on such date in reduction of the aggregate of the Class Principal Balances of the Certificates, exceeds (2) the Targeted Overcollateralization Amount for such date.

Overfunded Interest Amount :  With respect to any Subsequent Transfer Date, the excess of (A) the amount on deposit in the Capitalized Interest Account on such date over (B) the excess of (i) the amount of interest accruing at the assumed weighted average Pass-Through Rate of the LIBOR Certificates on the Prefunded Amount outstanding at the end of the related Collection Period for the total number of days remaining through the end of the Accrual Periods ending  April 24, 2007, May 24, 2007 and June 24, 2007 over (ii) one month of investment earnings on the amount on deposit in the Capitalized Interest Account on such date at an annual rate of 1.75%.  The assumed weighted average Pass-Through Rate will be calculated assuming the Certificate Index is 5.32% for any Subsequent Transfer Date prior to the April 2007 Distribution Date, 5.57% for any Subsequent Transfer Date prior to the May 2007 Distribution Date and 5.82% for any Subsequent Transfer Date prior to the June 2007 Distribution Date.

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

Par Value :  As defined in Section 9.01.

Pass-Through Rate : With respect to any Class of LIBOR Certificates and any Distribution Date, a per annum rate equal to the lesser of (x) the related Certificate Index for such Distribution Date, plus the related Certificate Margin and (y) the applicable Net Funds Cap for such Distribution Date.  With respect to the Class X Certificates, the rate set forth in footnote (4) under the Master REMIC table in the Preliminary Statement. 

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

Payoff :  Any payment of principal on a Mortgage Loan equal to the entire outstanding principal balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment-in-full.

Percentage Interest :  As to any Certificate, either the percentage 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 Transferee :  Any person other than a Disqualified Organization or a Person that is not a citizen or resident of the United States, a corporation, partnership, or other entity (treated as a corporation or partnership for federal income tax purposes) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, or an estate whose income from sources without the United States is includible in gross income for federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust unless such Person has furnished the transferor and the Trustee with a duly completed Internal Revenue Service Form W-8ECI. The terms “United States” and “State” shall have the meanings set forth in section 7701 of the Code or successor provisions.

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.

Plan :  An employee benefit plan or arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or an entity whose underlying assets include such plan’s or arrangement’s assets by reason of their investment in the entity.

Pooling REMIC :  As specified in the Preliminary Statement.

Prefunded Amount :  The amount deposited in the Prefunding Account on the Closing Date, which shall equal $35,998,881.64 .

Prefunding Account :  The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(g) in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Home Equity Asset Trust 2007-2, Home Equity Pass-Through Certificates, Series 2007-2.  Funds in the Prefunding Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any REMIC created hereunder; provided , however , that any investment income earned from Eligible Investments made with funds in the Prefunding Account shall be for the account of the Depositor.

Prefunding Period :  The period from the Closing Date until the earliest of (i) the date on which the amount on deposit in the Prefunding Account is reduced to zero, and (ii) an Event of Default occurs or (iii) June 22, 2007.

Prepayment Interest Excess : As to any Mortgage Loan, Distribution Date and Principal Prepayment in full during the portion of the related Prepayment Period commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last day of the related Prepayment Period occurring in the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction), as reduced by the Servicing Fee Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such Principal Prepayment is so applied; provided that Prepayment Interest Excess shall only exist with respect to any Mortgage Loan and any Distribution Date if the related Principal Prepayment in full is deposited by the Servicer in the related Collection Account pursuant to Section 3.06(c)(i) hereof in the same month as such Principal Prepayment in full is made, to be included with distributions on such Distribution Date.

Prepayment Interest Shortfall :  As to any Distribution Date, Mortgage Loan and Principal Prepayment, other than Principal Prepayments in full that occur during the portion of the Prepayment Period that is in the same calendar month as such Distribution Date, the difference between (i) one full month’s interest at the applicable Mortgage Rate, as reduced by the Servicing Fee Rate on the principal balance of such Principal Prepayment and (ii) the amount of interest due and actually received from the related Mortgagor that accrued during the month immediately preceding such Distribution Date with respect to such Mortgage Loan and such Principal Prepayment, as reduced by the Servicing Fee.

Prepayment Period :  With respect to any Distribution Date and any Payoff, the period from the fifteenth day of the calendar month preceding the month in which that Distribution Date occurs (or in the case of the first Distribution Date, from the Initial Cut-off Date) through the fourteenth day of the month in which that Distribution Date occurs.  With respect to any Distribution Date and any repurchase, the period from the fifteenth day of the calendar month preceding the month in which that Distribution Date occurs (or in the case of the first Distribution Date, from the Initial Cut-off Date) through the fourteenth day of the month in which that Distribution Date occurs.  With respect to any Distribution Date and any Curtailment, the calendar month preceding such Distribution Date.

Prepayment Premium :  With respect to each Mortgage Loan, the prepayment charge or penalty interest required to be paid by the Mortgagor in connection with a prepayment of the related Mortgage Loan, as provided in the related Mortgage Note or Mortgage, and as specified on the Mortgage Loan Schedule.

Principal Payment Amount :  For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

Principal Prepayment :  Any payment of principal on a Mortgage Loan which constitutes a Payoff or Curtailment.

Principal Remittance Amount :  For any Distribution Date, an amount equal to (A) the sum of (1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Collection Period (less unreimbursed Advances, Servicing Advances and other amounts due to the Servicer and the Trustee with respect to such Mortgage Loans, to the extent allocable to principal) and the principal portion of Payaheads previously received and intended for application in the related Collection Period, (2) all Principal Prepayments on the Mortgage Loans received during the related Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan that was repurchased by the Seller or purchased by the Servicer during the related Prepayment Period and the proceeds of any purchase of the Mortgage Loans by the Terminating Entity pursuant to Section 9.01 in an amount not exceeding the principal portion of the Par Value, (4) the portion of any Substitution Adjustment Amount or Repurchase Price paid with respect to any Deleted Mortgage Loans during the related Prepayment Period or purchased by any Special Servicer pursuant to Section 3.25 allocable to principal, (5) all Net Liquidation Proceeds (net of unreimbursed Advances, Servicing Advances and other expenses, to the extent allocable to principal) and any Recoveries collected with respect to the Mortgage Loans during the prior calendar month, to the extent allocable to principal, (6) amounts withdrawn from the Supplemental Interest Account to cover the Net Cumulative Realized Loss Amount for such Distribution Date and (7)  with respect to the June 2007 Distribution Date, any amounts remaining in the Prefunding Account (other than investment earnings thereon) less (B) the Capitalization Reimbursement Amount for such Distribution Date.

Private Certificates :  As specified in the Preliminary Statement.

Prospectus Supplement :  The Prospectus Supplement dated March 30, 2007 relating to the Offered Certificates.

PUD :  Planned Unit Development.

Qualified Insurer :  A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization.  Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Substitute Mortgage Loan :  One or more Mortgage Loans substituted by the Seller for one or more Deleted Mortgage Loans which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M, individually or in the aggregate and on a weighted average basis, as applicable, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not more than one year greater than or less than that of the Deleted Mortgage Loan; provided that the remaining term to maturity of any such Mortgage Loan shall be no greater than the last maturing Mortgage Loan in the Trust immediately prior to any substitution; (v) if the Deleted Mortgage Loan is an adjustable-rate Mortgage Loan, have a Maximum Mortgage Rate and Minimum Mortgage Rate not less than the respective rates for the Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage Loan and have the same Index as the Deleted Mortgage Loan, (vi) comply with each representation and warranty set forth in Section 2.03(b) and (vii) be replaced into the Loan Group from which the Deleted Mortgage Loan was removed.

Rating Agency :  Each of the Rating Agencies specified in the Preliminary Statement. If any 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 Servicer.  References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Ratings :  As of any date of determination, the ratings, if any, of the Certificates as assigned by the Rating Agencies.

Realized Loss :  With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the related Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Net Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan.

Record Date :  With respect to any Class of Physical Certificates and any Distribution Date (other than the first Distribution Date), the last day of the calendar month preceding the month in which such Distribution Date occurs and with respect to any Class of Physical Certificates and the first Distribution Date, the Closing Date.  With respect to any Class of Certificates that is not a Physical Certificate and any Distribution Date, the Business Day immediately preceding such Distribution Date; provided , however , that following the date on which Definitive Certificates for such Certificates are available pursuant to Section 5.02, the Record Date shall be the last day of the calendar month preceding the month in which such Distribution Date occurs.

Recovery :  With respect to any Distribution Date and any Liquidated Mortgage Loan, and after any Net Liquidation Proceeds have been collected, an amount received during the calendar month prior to that Distribution Date in respect of such Mortgage Loan which has previously been allocated as a Realized Loss to a Class or Classes of Certificates.

Reference Bank Rate :  As to any Accrual Period relating to the LIBOR Certificates as follows:  the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as of 11:00 a.m., London time, on the Interest Determination Date prior to the first day of such Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates; provided that at least two such Reference Banks provide such rate.  If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates.  If no such quotations can be obtained, the Reference Bank Rate shall be the Reference Bank Rate applicable to the preceding Accrual Period.

Reference Banks :  Three major banks that are engaged in the London interbank market, selected by the Trustee after consultation with the Servicer, as identified in writing to the Trustee.

Regular Certificates :  As specified in the Preliminary Statement.

Regulation AB :  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Regulation S :  Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

Regulation S Global Security :  The meaning specified in Section 5.01.

Reimbursement Amounts :  As defined in Section 3.22(a) herein.

Relief Act :  The Servicemembers Civil Relief Act, as amended, or any state or local law providing for similar relief.

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

REMIC Maximum Rate :  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.

REMIC Swap Rate : For each Distribution Date (and the related Accrual Period) a per annum rate equal to 10.2%.

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.

Repurchase Price :  With respect to any Mortgage Loan required to be purchased by the Seller pursuant to this Agreement or purchased by a Special Servicer pursuant to Section 3.25 of this Agreement, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate (reduced by the Servicing Fee Rate if the purchaser of the Mortgage Loan is also the Servicer thereof) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Repurchase Price is to be distributed to Certificateholders and (iii) in the case of a Mortgage Loan purchased by the Seller or any Special Servicer, (a) any unreimbursed Servicing Advances (or, in the case of a Mortgage Loan purchased by any Special Servicer, any unreimbursed Servicing Advances payable to the Servicer) and (b) any costs and damages (including without limitation, late fees) actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule III (xxi) and (xxvii) as the result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan.

Request for Release :  The Request for Release submitted by the Servicer or the Trustee to a Custodian substantially in the form of Exhibit M.

Required Basis Risk Reserve Fund Amount :  With respect to any Distribution Date, $5,000.

Required Basis Risk Reserve Fund Deposit :  With respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall for such date (net of amounts available to pay Basis Risk Shortfalls on deposit in the Supplemental Interest Account on such date) and (ii) the excess, if any, of the Required Basis Risk Reserve Fund Amount for such Distribution Date over the amount on deposit in the Basis Risk Reserve Fund at the close of business on the Business Day immediately preceding such Distribution Date.

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

Residual Certificates :  As specified in the Preliminary Statement.

Responsible Officer :  When used with respect to the Trustee, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or any other officer or employee of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility for the administration of this Agreement.

Rolling Three Month Delinquency Rate :  For any Distribution Date will be the fraction, expressed as a percentage, equal to the average of the related Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates) immediately preceding months.

S&P :  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.  For purposes of Section 10.05(c) the address for notices to S&P shall be Standard & Poor’s, 55 Water Street, 41 ^st Floor, New York, New York 10041, Attention:  Mortgage Surveillance Monitoring, or such other address as S&P may hereafter furnish to the Depositor, the Servicer and the Trustee.

SAIF :  The Savings Association Insurance Fund, or any successor thereto.

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 pursuant to the terms of the related Mortgage Note.

Securities Act :  The Securities Act of 1933, as amended.

Seller :  DLJMC.

Senior Certificates :  As specified in the Preliminary Statement.

Senior Enhancement Percentage :  For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Balance of the Subordinate Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be less than zero), in each case prior to giving effect to payments on such Distribution Date (assuming no Trigger Event has occurred), and the denominator of which is the Aggregate Collateral Balance as of the first day of the related Collection Period.

Senior Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred or is not continuing with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 53.00% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

Servicer :  SPS, or its successor, as servicer hereunder, as the context may require.

Servicer Employee :  As defined in Section 3.19 herein.

Servicer Remittance Date :  With respect to any Mortgage Loan and Distribution Date, the second Business Day prior to that Distribution Date.

Servicing Advance :  All reasonable and customary “out of pocket” costs and expenses incurred prior to, on or after the Cut-off Date in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost (including reasonable attorneys’ fees and disbursements) of (i) the maintenance, preservation, restoration and protection of a Mortgaged Property; (ii) any enforcement or judicial proceedings, including foreclosures, and any litigation related to a Mortgage Loan; (iii) the management and liquidation of any REO Property including reasonable fees paid to any independent contractor or Outsourcer in connection therewith; (iv) compliance with the obligations under Section 3.10 or 3.12; (v) obtaining broker price opinions; (vi) the registration or the removal from registration of any Mortgage Loan on the MERS® System in accordance with the fifth paragraph of Section 3.01; (vii) obtaining or correcting any legal documentation required to be included in the Mortgage Files including any outstanding title issues (i.e. any lien or encumbrance on the Mortgaged Property that prevents the effective enforcement of the intended lien position) and reasonably necessary for the Servicer to perform its obligations under this Agreement; and (viii) in connection with the liquidation of a Mortgage Loan, expenditures relating to the purchase or maintenance of a first lien Mortgage Loan, all of which reasonable and customary out-of-pocket costs and expenses are reimbursable to the Servicer to the extent provided in Sections 3.07(d)(ii) and 3.09(a)(iii), (iv) and (vi)

Servicing Advance Reimbursement Amounts :  As defined in Section 3.22(a) herein.

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

Servicing Fee :  As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date related to such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction as provided in Section 3.15.

Servicing Fee Rate :  With respect to any Mortgage Loan, 0.50% per annum.

Servicing Officer :  With respect to the Servicer or any officer of the Servicer involved in, or responsible for, the administration and servicing of the related Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by each the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and delivered to the Trustee.

Significance Percentage :  With respect to each Distribution Date and the Swap Agreement, the amount calculated by the Trustee in accordance with DLJMC’s internal risk management process in respect of similar instruments, such calculation to be performed as agreed by the Trustee and the Depositor.

 

Simple Interest Mortgage Loan :  Any Mortgage Loan for which the interest due thereon is calculated based on the actual number of days elapsed between the date on which interest was last paid through the date on which the most current payment is received.

Special Collections Servicer :  SPS and any other entity appointed by the Depositor in accordance with Section 3.24 of this Agreement.

Special Servicer :  Any special servicer appointed by the Class X Certificateholder pursuant to Section 3.25.

Special Serviced Mortgage Loan :  The Mortgage Loans for which a Special Servicer acts as servicer pursuant to Section 3.25.

SPS :  Select Portfolio Servicing, Inc., a Utah corporation, and its successors and assigns.

Startup Day :  The Closing Date.

Stated Principal Balance :  As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period), increased by the portion of any Capitalization Reimbursement Amount allocable to such Mortgage Loan, if any, after giving effect to any previous Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.

Stepdown Date :  The date occurring on the earlier of (1) the first Distribution Date following the Distribution Date on which the aggregate Class Principal Balance of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates are reduced to zero and (2) the later of (x) the Distribution Date in April 2010 and (y) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to payments on the Certificates on such Distribution Date) is greater than or equal to 47.00%.

Subcontractor :  Any Outsourcer that performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to 5% or more of the Mortgage Loans as determined by and under the direction or authority of the Servicer (measured as the weighted average of the monthly percentages of the aggregate Stated Principal Balance of the Mortgage Loans serviced by such subcontractor during the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subcontractor performs such discrete functions and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).

Subordinate Certificates :  As specified in the Preliminary Statement.

Subordinate Group 1 Balance :  For any Distribution Date will be the Aggregate Loan Group Collateral Balance for Loan Group 1 as of the first day of the related Collection Period less the Class Principal Balance of the Class 1-A-1 Certificates.

Subordinate Group 2 Balance :  For any Distribution Date will be the Aggregate Loan Group Collateral Balance for Loan Group 2 as of the first day of the related Collection Period less the aggregate Class Principal Balances of the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class P and Class R Certificates.

Subordinate Net Funds Cap :  For any Distribution Date and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, will be a per annum rate equal to a weighted average of (i) the Group 1 Senior Net Funds Cap and (ii) the Group 2 Senior Net Funds Cap for such Distribution Date, weighted on the basis of the Subordinate Group 1 Balance and Subordinate Group 2 Balance, respectively.

Subsequent Cut-off Date :  With respect to any Subsequent Mortgage Loan, the first day of the month of the conveyance of such Mortgage Loan to the Trust after giving effect to the monthly payment on that date.

Subsequent Mortgage Loan :  Any Mortgage Loan other than an Initial Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer Agreement, which Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on Schedule A to such Subsequent Transfer Agreement.  When used with respect to a single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.

Subsequent Transfer Agreement :  A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicer, as provided in Section 2.01 hereof.

Subsequent Transfer Date :  For any Subsequent Transfer Agreement, the date the related Subsequent Mortgage Loans are transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Subservicer :  Any Person that services Mortgage Loans on behalf of the Servicer pursuant to a Subservicing Agreement and is responsible for the performance (whether directly or indirectly through a Subservicer or a Subcontractor) of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB with respect to 10% or more of the Mortgage Loans under the direction or authority of the Servicer (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subservicer services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).   Any subservicer shall meet the qualifications set forth in Section 3.02.

Subservicing Agreement :  An agreement between the Servicer and a Subservicer for the servicing of the related Mortgage Loans.

Subsidiary REMIC :  As specified in the Preliminary Statement.

Substitution Adjustment Amount :  As defined in Section 2.03 herein.

Supplemental Interest Account : As defined in Section 4.07 hereof.

Supplemental Interest Trust :  The trust created pursuant to Section 4.07 herein and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Supplemental Interest Account, the Collateral Account and the right to receive amounts as provided in Section 4.02.

Swap Agreement :  The swap agreement relating to the LIBOR Certificates consisting of ISDA Master Agreement (Multicurrency Cross-Border), schedule, credit support annex and confirmation dated as of the Closing Date, between the Trustee on behalf of the Supplemental Interest Trust and the Swap Counterparty, as such agreement may be amended and supplemented in accordance with its terms.

Swap Counterparty :  Credit Suisse International.

Swap Counterparty Payment :  For each Swap Payment Date on or prior to the Swap Termination Date, the Floating Amount as defined in the Swap Agreement.

Swap Event of Default :  An “Event of Default” as such term is defined in the Swap Agreement.

Swap Notional Amount :  For any Swap Payment Date (i) if the sum of the Class Principal Balances of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates (the ending balance as reported on the Trustee’s monthly statement to Certificateholders pursuant to Section 4.04 for the Distribution Date immediately preceding such Swap Payment Date) is greater than the applicable lower bound set forth on Schedule IV hereto and less than the applicable upper bound set forth on Schedule IV hereto, the aggregate Class Principal Balances of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates as of the Distribution Date immediately preceding such Swap Payment Date, after giving effect to payments on such Distribution Date, (ii) if the sum of the Class Principal Balances of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates (the ending balance as reported on the Trustee’s monthly statement to Certificateholders pursuant to Section 4.04 for the Distribution Date immediately preceding such Swap Payment Date) is less than or equal to the applicable lower bound set forth on Schedule IV hereto, the applicable lower bound set forth on Schedule IV hereto for that Swap Payment Date, and (iii) if the sum of the Class Principal Balances of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates (the ending balance as reported on the Trustee’s monthly statement to Certificateholders pursuant to Section 4.04 for the Distribution Date immediately preceding such Swap Payment Date) is greater than or equal to the applicable upper bound set forth on Schedule IV hereto, the applicable upper bound for that Swap Payment Date.

Swap Payment Date :  The business day (as defined in the Swap Agreement) immediately preceding the 25th day of each month beginning in June 2007 through and including March 2012.

Swap Termination Date :  The Swap Payment Date in March 2012, after any required payment is made.  

Swap Termination Payment :  Upon the designation of an Early Termination Date, the payment to be made by the Trust to the Supplemental Interest Account for payment to the Swap Counterparty, or by the Swap Counterparty to the Supplemental Interest Account for payment to the Trust, as applicable, pursuant to the terms of the Swap Agreement.

Targeted Overcollateralization Amount :  For any Distribution Date prior to the Stepdown Date, 4.20% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); with respect to any Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, the greater of (a) 8.40% of the Aggregate Collateral Balance for such Distribution Date, or (b) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); with respect to any Distribution Date on or after the Stepdown Date with respect to which a Trigger Event has occurred and is continuing, the Targeted Overcollateralization Amount for the Distribution Date immediately preceding such Distribution Date.

Telerate Page 3750 :  The display designated as page 3750 on Bridge Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks).

Terminating Entity :  As determined by the Trustee pursuant to Section 9.04.

Termination Event :  As described in the Swap Agreement.  

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

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

Trigger Event :  A Trigger Event will occur for any Distribution Date if either (i) the Rolling Three Month Delinquency Rate as of the last day of the related Collection Period equals or exceeds the applicable percentage (as set forth below) of the Most Senior Enhancement Percentage of the most senior Class or Classes of Certificates then outstanding for such Distribution Date:

Class	Percentage
Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3 or Class 2-A-4 Certificates	34.04%
Class M-1 Certificates	41.03%
Class M-2 Certificates	50.79%
Class M-3 Certificates	59.04%
Class M-4 Certificates	68.67%