POOLING AND SERVICING AGREEMENT

Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

Accepted Servicing Practices : As defined in Section 3.01.

Account : Either the Distribution Account or a Custodial Account.

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

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

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

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

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

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

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

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

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

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

Affected Party : As defined in the Swap Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

Bankruptcy Code : Title 11 of the United States Code.

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

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

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

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

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

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

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

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

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

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

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

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

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

Certificate Register : The register maintained pursuant to Section 6.02.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cleanup Call : As defined in Section 10.01.

Closing Date : January 31, 2007.

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

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

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

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

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

Corresponding Certificate : With respect to:

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

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

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

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

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

Cut-off Date : January 1, 2007.

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

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

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

Defaulting Party : As defined in the Swap Agreement.

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

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

Definitive Certificates : As defined in Section 6.06.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fitch : Fitch Ratings and its successor in interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Interest Shortfall : With respect to any Distribution Date, the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage Loans resulting from (a) Principal Prepayments in full received during the related Prepayment Period, (b) partial Principal Prepayments received during the related Prepayment Period to the extent applied prior to the Due Date in the month of the Distr