RESIDENTIAL FUNDING COMPANY, LLC,

                                      as Master Servicer

                              HOME EQUITY LOAN TRUST 2007-HSA3,

                                          as Issuer

                                             and

                              LASALLE BANK NATIONAL ASSOCIATION

                                     as Indenture Trustee

                                     SERVICING AGREEMENT

                                   Dated as of May 30, 2007





                                      Home Equity Loans







               This Servicing  Agreement,  dated as of May 30, 2007, among Residential Funding
Company,  LLC (the "Master  Servicer"),  the Home Equity Loan Trust  2007-HSA3 (the "Issuer"),
and LaSalle Bank National Association (the "Indenture Trustee").


                                W I T N E S S E T H  T H A T:

               WHEREAS,  pursuant to the terms of the Purchase Agreement,  Residential Funding
Company,  LLC (in its  capacity as Seller)  will sell to the  Depositor  the Group I Loans and
Group II Loans  together  with the Related  Documents on the Closing Date and  thereafter  all
Additional  Balances  on the Group II Loans  created on or after the Cut-off  Date  (except as
set forth herein);

               WHEREAS,  the Depositor  will sell the Group I Loans and Group II Loans and all
of its  rights  under  the  Purchase  Agreement  to the  Issuer,  together  with  the  Related
Documents on the Closing Date, and  thereafter  all Additional  Balances on the Group II Loans
created on or after the Cut-off Date (except as set forth herein);

               WHEREAS,  pursuant to the terms of the Trust  Agreement,  the Issuer will issue
and transfer to or at the direction of the Depositor, the Certificates;

               WHEREAS,  pursuant  to the terms of the  Indenture,  the Issuer  will issue and
transfer to or at the direction of the Depositor, the Notes; and

               WHEREAS,  pursuant  to the  terms  of  this  Servicing  Agreement,  the  Master
Servicer will service the Home Equity Loans directly or through one or more Subservicers;

               NOW, THEREFORE, in consideration of the mutual covenants herein contained,  the
parties hereto agree as follows:






ARTICLE I

                                         DEFINITIONS

Section 1.01   DEFINITIONS.   For  all  purposes  of  this  Servicing  Agreement,   except  as
otherwise  expressly  provided herein or unless the context  otherwise  requires,  capitalized
terms not  otherwise  defined  herein  shall have the  meanings  assigned to such terms in the
Definitions   contained  in  Appendix  A  to  the   Indenture   dated  the  date  hereof  (the
"Indenture"),  between the Issuer and LaSalle Bank National Association, as indenture trustee,
which is  incorporated  by reference  herein.  All other  capitalized  terms used herein shall
have the meanings specified herein.

Section 1.02   OTHER DEFINITIONAL  PROVISIONS.  All terms defined in this Servicing  Agreement
shall  have the  defined  meanings  when used in any  certificate  or other  document  made or
delivered pursuant hereto unless otherwise defined therein.

        As used in this Servicing  Agreement and in any  certificate or other document made or
delivered  pursuant  hereto  or  thereto,  accounting  terms  not  defined  in this  Servicing
Agreement or in any such  certificate or other document,  and accounting  terms partly defined
in this Servicing  Agreement or in any such  certificate or other document,  to the extent not
defined,   shall  have  the  respective  meanings  given  to  them  under  generally  accepted
accounting  principles.  To the  extent  that  the  definitions  of  accounting  terms in this
Servicing  Agreement or in any such  certificate or other document are  inconsistent  with the
meanings  of such terms  under  generally  accepted  accounting  principles,  the  definitions
contained in this  Servicing  Agreement or in any such  certificate  or other  document  shall
control.

        The words  "hereof,"  "herein,"  "hereunder"  and words of similar import when used in
this Servicing  Agreement  shall refer to this  Servicing  Agreement as a whole and not to any
particular  provision of this Servicing  Agreement;  Section and Exhibit references  contained
in this  Servicing  Agreement are  references to Sections and Exhibits in or to this Servicing
Agreement  unless otherwise  specified;  the term  "including"  shall mean "including  without
limitation"; and the term "proceeds" shall have the meaning ascribed thereto in the UCC.

        The definitions  contained in this Servicing  Agreement are applicable to the singular
as well as the plural  forms of such terms and to the  masculine  as well as the  feminine and
neuter genders of such terms.

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

Section 1.03   INTEREST  CALCULATIONS;  SERVICING FEE. All calculations of interest  hereunder
that  are  made in  respect  of the  Loan  Balance  of a Home  Equity  Loan  shall  be made in
accordance  with the  method  of  calculation  set forth in the  related  Mortgage  Note.  All
calculations  of interest on the Class I Notes  (other  than the Class A-I-1  Notes)  shall be
made on the basis of a 360 day year  consisting of twelve 30 day months.  All  calculations of
interest  on the Class  A-I-1 Notes and the Class A-II Notes shall be made on the basis of the
actual  number of days in an Interest  Period and a year  assumed to consist of 360 days.  The
calculation  of the Servicing  Fee shall be made on the basis of a 360-day year  consisting of
twelve  30-day  months.  All  dollar  amounts  calculated  hereunder  shall be  rounded to the
nearest penny with one-half of one penny being rounded up.

Section 1.04   DETERMINATION  OF NOTE RATES.  On the second  LIBOR  Business  Day  immediately
preceding (i) the Closing Date,  in the case of the first  Interest  Period and (ii) the first
day of each  succeeding  Interest  Period,  the Master Servicer shall determine the Note Rates
for such  Interest  Period  and  shall  inform  the  Issuer,  the  Indenture  Trustee  and the
Depositor at their respective facsimile numbers given to the Master Servicer in writing.






ARTICLE II

                                REPRESENTATIONS AND WARRANTIES

Section 2.01   REPRESENTATIONS  AND  WARRANTIES  REGARDING  THE  MASTER  SERVICER.  The Master
Servicer  represents and warrants to the Issuer and for the benefit of the Indenture  Trustee,
as pledgee of the Home Equity Loans and the Credit Enhancer, as of the Closing Date:

        The Master Servicer is a limited  liability  company duly organized,  validly existing
and in good standing under the laws  governing its creation and  existence,  and has the power
to own its assets and to transact the business in which it is  currently  engaged.  The Master
Servicer is duly  qualified to do business as a foreign  limited  liability  company and is in
good standing in each  jurisdiction  in which the  character of the business  transacted by it
or properties  owned or leased by it requires such  qualification  and in which the failure to
so qualify  would have a material  adverse  effect on the  business,  properties,  assets,  or
condition (financial or other) of the Master Servicer;

        The Master Servicer has the power and authority to make, execute,  deliver and perform
this  Servicing  Agreement  and all of the  transactions  contemplated  under  this  Servicing
Agreement,  and has taken all  necessary  action to  authorize  the  execution,  delivery  and
performance  of  this  Servicing  Agreement.  When  executed  and  delivered,  this  Servicing
Agreement  will  constitute  the legal,  valid and binding  obligation of the Master  Servicer
enforceable in accordance  with its terms,  except as enforcement of such terms may be limited
by  bankruptcy,  insolvency or similar laws  affecting the  enforcement  of creditors'  rights
generally and by the availability of equitable remedies;

        The Master  Servicer is not  required to obtain the consent of any other Person or any
consent,  license,  approval or authorization  from, or registration or declaration  with, any
governmental  authority,  bureau  or  agency  in  connection  with  the  execution,  delivery,
performance,  validity  or  enforceability  of  this  Servicing  Agreement,  except  for  such
consent,  license,  approval or authorization,  or registration or declaration,  as shall have
been obtained or filed, as the case may be;

        The execution and delivery of this  Servicing  Agreement  and the  performance  of the
transactions  contemplated  hereby by the Master  Servicer  will not violate any  provision of
any existing law or  regulation  or any order or decree of any court  applicable to the Master
Servicer or any  provision  of the  certificate  of  formation  or limited  liability  company
agreement  of  the  Master  Servicer,  or  constitute  a  material  breach  of  any  mortgage,
indenture,  contract or other  agreement  to which the Master  Servicer is a party or by which
the Master Servicer may be bound;

        No  litigation  or  administrative  proceeding  of or before  any court,  tribunal  or
governmental  body  is  currently  pending,  or  to  the  knowledge  of  the  Master  Servicer
threatened,  against the Master  Servicer  or any of its  properties  or with  respect to this
Servicing  Agreement  or the  Securities  which in the  opinion of the Master  Servicer  has a
reasonable  likelihood  of  resulting  in  a  material  adverse  effect  on  the  transactions
contemplated by this Servicing Agreement; and

        The  Master  Servicer  is a member of MERS in good  standing,  and will  comply in all
material  respects with the rules and  procedures of MERS in connection  with the servicing of
the Home Equity Loans that are registered with MERS.

        The foregoing  representations  and  warranties  shall survive any  termination of the
Master Servicer hereunder.

Section 2.02   REPRESENTATIONS  AND  WARRANTIES OF THE ISSUER.  The Issuer  hereby  represents
and warrants to the Master Servicer and for the benefit of the Indenture  Trustee,  as pledgee
of the Home Equity Loans, and the Credit Enhancer, as of the Closing Date:

        The Issuer is a  statutory  trust duly formed and in good  standing  under the laws of
the State of  Delaware  and has full power,  authority  and legal right to execute and deliver
this Servicing  Agreement and to perform its obligations under this Servicing  Agreement,  and
has taken all necessary  action to authorize the execution,  delivery and performance by it of
this Servicing Agreement; and

        The  execution  and  delivery  by the  Issuer  of  this  Servicing  Agreement  and the
performance by the Issuer of its obligations  under this Servicing  Agreement will not violate
any provision of any law or regulation  governing the Issuer or any order,  writ,  judgment or
decree of any court,  arbitrator or governmental  authority or agency applicable to the Issuer
or any of its assets.  Such execution,  delivery and performance  will not require the consent
or approval  of, the giving of notice to, the filing or  registration  with,  or the taking of
any  action,  other than such  actions  that have  already  been taken,  with  respect to, any
governmental  authority or agency  regulating the activities of limited  liability  companies.
Such execution,  delivery,  authentication  and performance  will not conflict with, or result
in a breach or  violation  of,  any  mortgage,  deed of  trust,  lease or other  agreement  or
instrument to which the Issuer is bound.

Section 2.03   ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES.  The Master Servicer,  on behalf
of the Indenture  Trustee,  as pledgee of the Home Equity  Loans,  or the Issuer or the Credit
Enhancer,  shall enforce the  representations  and  warranties  of the Seller  pursuant to the
Purchase  Agreement.  Upon the discovery by the Seller,  the Depositor,  the Master  Servicer,
the Indenture  Trustee,  the Credit Enhancer,  the Issuer, or the Custodian of a breach of any
of the representations  and warranties made in the Purchase Agreement,  in respect of any Home
Equity Loan, which materially and adversely  affects the interests of the  Securityholders  or
the Credit  Enhancer in that Home Equity Loan,  the party  discovering  such breach shall give
prompt  written  notice  to the  other  parties  (the  Custodian  being so  obligated  under a
Custodial Agreement);  provided,  that in the event of a breach of representation set forth in
Section  3.1(b)(xxv)  of the  Purchase  Agreement,  notice  shall be given within five days of
discovery  and provided  further,  that failure to provide  notice within such five days shall
not affect the  Seller's  obligation  to cure such breach or purchase  the related Home Equity
Loan  pursuant to the terms of the Purchase  Agreement.  The Master  Servicer  shall  promptly
notify the Seller of such  breach and  request  that,  pursuant  to the terms of the  Purchase
Agreement,  the Seller  either (i) cure such breach in all  material  respects  within 45 days
(with respect to a breach of the  representations  and warranties  contained in Section 3.1(a)
of the Purchase  Agreement)  or 90 days (with respect to a breach of the  representations  and
warranties  contained in Section  3.1(b) and 3.1(c) of the Purchase  Agreement)  from the date
the Seller was notified of such breach or, in the case of a breach of the  representation  set
forth in Section  3.1(b)(xxv)  of the Purchase  Agreement,  within 90 days after the discovery
thereof by the Seller, the Depositor,  the Master Servicer,  the Indenture Trustee, the Credit
Enhancer,  the Issuer or the  Purchaser or (ii) purchase such Home Equity Loan from the Issuer
at the price,  during the time,  and in the manner set forth in Section 3.1(d) of the Purchase
Agreement;  provided that the Seller shall,  subject to compliance with all the conditions set
forth in the Purchase  Agreement,  have the option to substitute an Eligible  Substitute  Loan
or Loans for such Home Equity Loan,  provided that in the case of the  substitution of a Group
I Loan,  such  substitution  occurs within two years following the Closing Date. If the breach
of  representation  and warranty that gave rise to the  obligation to repurchase or substitute
a Home Equity Loan pursuant to Section 3.1 of the Purchase  Agreement  was the  representation
and  warranty  set  forth in  clause  (b)(viii)  or  (c)(x)  of  Section  3.1 of the  Purchase
Agreement,  then  the  Master  Servicer  shall  request  that  the  Seller  pay to the  Trust,
concurrently  with and in addition to the  remedies  provided in the  preceding  sentence,  an
amount  equal to any  liability,  penalty  or  expense  (including  reasonable  legal fees and
expenses)  that was  actually  incurred  and paid out of or on behalf of the  Trust,  and that
directly  resulted  from  such  breach,  or if  incurred  and  paid by the  Trust  thereafter,
concurrently  with such  payment.  In the event that the Seller  elects to  substitute  one or
more  Eligible  Substitute  Loans  pursuant  to  Section  3.1(b)  or  3.1(c)  of the  Purchase
Agreement,  the Seller shall  deliver to the Custodian on behalf of the Issuer with respect to
such Eligible  Substitute  Loans,  the original Loan Agreement,  the Mortgage,  and such other
documents  and  agreements  as are  required  by the  Purchase  Agreement.  Payments  due with
respect to Eligible  Substitute  Loans in the month of  substitution  shall not be transferred
to the  Issuer  and will be  retained  by the  Master  Servicer  and  remitted  by the  Master
Servicer to the Seller on the next  succeeding  Payment Date provided a payment at least equal
to the applicable  Minimum  Monthly  Payment has been received by the Issuer for such month in
respect of the Home  Equity Loan to be removed.  The Master  Servicer  shall amend or cause to
be amended the Group I Loan  Schedule or Group II Loan  Schedule,  as  applicable,  to reflect
the removal of such Home Equity Loan and the  substitution  of the Eligible  Substitute  Loans
and the Master  Servicer shall promptly  deliver the amended Group I Loan Schedule or Group II
Loan Schedule, as applicable, to the Owner Trustee and the Indenture Trustee.

        It is understood  and agreed that the  obligation of the Seller to cure such breach or
purchase or  substitute  for such Home Equity Loan as to which such a breach has  occurred and
is continuing and to make any  additional  payments  required under the Purchase  Agreement in
connection  with  a  breach  of the  representations  and  warranties  contained  in  Sections
3.1(b)(viii),  or 3.1(c)(x)  thereof shall  constitute the sole remedy  respecting such breach
available  to the Issuer and the  Indenture  Trustee,  as  pledgee of the Home  Equity  Loans,
against the Seller.  In  connection  with the  purchase of or  substitution  for any such Home
Equity Loan by the Seller,  the Issuer shall assign to the Seller all of its right,  title and
interest  in respect of the  Purchase  Agreement  applicable  to such Home Equity  Loan.  Upon
receipt  of the  Repurchase  Price,  or upon  completion  of  such  substitution,  the  Master
Servicer  shall notify the Custodian and the  Indenture  Trustee and then the Custodian  shall
deliver the Mortgage  Files to the Master  Servicer,  together with all relevant  endorsements
and  assignments  prepared by the Master  Servicer which the Indenture  Trustee shall execute.
If the Master Servicer is Residential  Funding Company,  LLC, then the Indenture  Trustee may,
with the consent of the Credit Enhancer,  and at the direction of the Credit Enhancer,  shall,
give the  notification  and require the  purchase or  substitution  provided  for in the first
preceding  paragraph  in the event of such a breach of a  representation  or warranty  made by
Residential Funding Company, LLC in the Purchase Agreement.






ARTICLE III

                      ADMINISTRATION AND SERVICING OF HOME EQUITY LOANS

Section 3.01   THE MASTER SERVICER.

(a)     The Master  Servicer  shall service and  administer  the Home Equity Loans in a manner
generally  consistent with the terms of the Program Guide and in a manner  consistent with the
terms of this Servicing  Agreement,  following such  procedures as it would employ in its good
faith  business  judgment  and which are normal and usual in its  general  mortgage  servicing
activities,  and shall have full power and  authority,  acting alone or through a Subservicer,
to do any and all things which it may deem  necessary or  desirable  in  connection  with such
servicing and  administration,  it being understood,  however,  that the Master Servicer shall
at all times remain  responsible  to the Issuer and the Indenture  Trustee,  as pledgee of the
Home Equity Loans,  and the Credit  Enhancer for the performance of its duties and obligations
hereunder  in  accordance  with the terms  hereof and the  Program  Guide.  In  addition,  the
Master Servicer shall perform the  obligations of the Master Servicer and REMIC  Administrator
(for so long as the Master  Servicer is the REMIC  Administrator)  set forth in the  Indenture
and the Trust Agreement.

        Without limiting the generality of the foregoing,  the Master Servicer shall continue,
and is hereby  authorized  and empowered by the Issuer and the Indenture  Trustee,  as pledgee
of the Home  Equity  Loans,  to execute and  deliver,  on behalf of itself,  the  Issuer,  the
Indenture  Trustee or any of them, any and all instruments of  satisfaction  or  cancellation,
or of partial or full release,  or discharge,  or of consent to assumption or  modification in
connection with a proposed  conveyance,  or of assignment of any Mortgage and Mortgage Note in
connection  with the  repurchase of a Home Equity Loan and all other  comparable  instruments,
or with  respect  to the  modification  or  re-recording  of a  Mortgage  for the  purpose  of
correcting  the  Mortgage,  the  subordination  of the lien,  as  permitted  pursuant  to this
Agreement,  of the Mortgage in favor of a public utility company or government  agency or unit
with  powers  of  eminent  domain,  the  taking  of  a  deed  in  lieu  of  foreclosure,   the
commencement,   prosecution  or  completion  of  judicial  or  non-judicial  foreclosure,  the
conveyance of a Mortgaged  Property to the related  insurer,  the  acquisition of any property
acquired by  foreclosure  or deed in lieu of  foreclosure  on behalf of the Trust,  the Credit
Enhancer and the  Noteholders,  or the  management,  marketing and  conveyance of any property
acquired by foreclosure  or deed in lieu of foreclosure  with respect to the Home Equity Loans
and with respect to the Mortgaged Properties.

        The Issuer, the Indenture Trustee and the Custodian, as applicable,  shall furnish the
Master  Servicer with any powers of attorney and other  documents  necessary or appropriate to
enable the Master  Servicer to carry out its servicing and  administrative  duties  hereunder.
On the Closing  Date,  the Indenture  Trustee  shall deliver to the Master  Servicer a limited
power  of  attorney  substantially  in the  form of  Exhibit  B  hereto.  In  connection  with
servicing and  administering  the Home Equity Loans,  the Master Servicer and any Affiliate of
the Master  Servicer may perform  services such as appraisals and brokerage  services that are
not customarily  provided by servicers of mortgage loans,  and shall be entitled to reasonable
compensation  therefor in  accordance  with Section  3.03.  In addition,  the Master  Servicer
may, at its own discretion and on behalf of the Indenture  Trustee,  obtain credit information
in the form of a Credit  Score  from a Credit  Repository.  The  Program  Guide  and any other
Subservicing  Agreement  entered into between the Master  Servicer and any  Subservicer  shall
require the  Subservicer to accurately  and fully report its borrower  credit files to each of
the Credit  Repositories  in a timely manner.  The Master  Servicer is further  authorized and
empowered  by the Issuer  and the  Indenture  Trustee,  on behalf of the  Noteholders  and the
Indenture  Trustee,  in its  own  name or in the  name of the  Subservicer,  when  the  Master
Servicer  or the  Subservicer,  as the  case  may be,  believes  it  appropriate  in its  best
judgment to register any Home Equity Loan on the MERS(R)System,  or cause the removal from the
registration  of any Home Equity Loan on the MERS(R)System,  to execute and deliver,  on behalf
of the  Indenture  Trustee and the  Noteholders  or any of them,  any and all  instruments  of
assignment and other  comparable  instruments  with respect to such assignment or re-recording
of a  Mortgage  in the name of MERS,  solely as  nominee  for the  Indenture  Trustee  and its
successors  and assigns.  Any expenses  incurred in connection  with the actions  described in
the  preceding   sentence  shall  be  borne  by  the  Master   Servicer,   with  no  right  of
reimbursement.

        Notwithstanding  anything in this  Servicing  Agreement  to the  contrary,  subject to
Section  3.02(a),  the Master Servicer shall not permit any  modification  with respect to any
Group I Loan that would both  constitute  a sale or  exchange  of such Group I Loan within the
meaning  of  Section  1001 of the  Internal  Revenue  Code  (the  "Code")  and  any  proposed,
temporary or final  regulations  promulgated  thereunder  and cause any of REMIC I or REMIC II
to fail to qualify as a REMIC under the Code or,  except as  provided  in Section  11.01(f) of
the  Indenture,  cause  the  imposition  of a tax upon any of the  REMICs  (including  but not
limited to the tax on  prohibited  transactions  as defined in Section  860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code).

(b)     If the Mortgage  relating to a Home Equity Loan did not have a lien senior to the Home
Equity  Loan on the  related  Mortgaged  Property  as of the  Cut-off  Date,  then the  Master
Servicer,  in such  capacity,  may not  consent to the placing of a lien senior to that of the
Mortgage on the related  Mortgaged  Property.  If the Mortgage relating to a Group II Loan had
a lien senior to the Group II Loan on the related  Mortgaged  Property as of the Cut-off Date,
then the Master  Servicer,  in such  capacity,  may  consent to the  refinancing  of the prior
senior lien, provided that the following requirements are met:

(i)     (A) the Mortgagor's  debt-to-income ratio resulting from such refinancing is less than
the original  debt-to-income  ratio as set forth on the Group I Loan Schedule or Group II Loan
Schedule, as applicable;  provided,  however, that in no instance shall the resulting Combined
Loan-to-Value  Ratio of such Home  Equity Loan be higher  than that  permitted  by the Program
Guide; or (B) the resulting  Combined  Loan-to-Value  Ratio of such Group II Loan is no higher
than the Combined  Loan-to-Value Ratio prior to such refinancing;  provided,  however, if such
refinanced  mortgage loan is a "rate and term" mortgage loan (meaning,  the Mortgagor does not
receive any cash from the refinancing),  the Combined  Loan-to-Value Ratio may increase to the
extent of either (a) the reasonable  closing costs of such  refinancing or (b) any decrease in
the value of the related Mortgaged  Property,  if the Mortgagor is in good standing as defined
by the Program Guide;

(ii)    the interest  rate,  or, in the case of an adjustable  rate existing  senior lien, the
maximum  interest  rate, for the loan  evidencing  the refinanced  senior lien is no more than
2.0% higher than the interest  rate or the maximum  interest  rate, as the case may be, on the
loan evidencing the existing senior lien  immediately  prior to the date of such  refinancing;
provided,  however,  (a) if the loan  evidencing the existing senior lien prior to the date of
refinancing has an adjustable  rate and the loan  evidencing the refinanced  senior lien has a
fixed rate, then the current  interest rate on the loan evidencing the refinanced  senior lien
may be up to 2.0% higher than the  then-current  loan rate of the loan evidencing the existing
senior  lien and (b) if the loan  evidencing  the  existing  senior  lien prior to the date of
refinancing  has a fixed  rate and the  loan  evidencing  the  refinanced  senior  lien has an
adjustable rate, then the maximum  interest rate on the loan evidencing the refinanced  senior
lien  shall  be less  than or  equal  to (x) the  interest  rate on the  loan  evidencing  the
existing senior lien prior to the date of refinancing plus (y) 2.0%; and

(iii)   the  loan   evidencing  the  refinanced   senior  lien  is  not  subject  to  negative
amortization.

        The Master  Servicer may also,  without prior  approval of the Rating  Agencies or the
Credit  Enhancer,  increase  the  Credit  Limits  on the  Group  II  Loans  (a  "Credit  Limit
Increase"),   provided  that  (i)  a  new  appraisal  is  obtained,   (ii)  the  new  Combined
Loan-to-Value  Ratio of any such Group II Loan after  giving  effect to such  increase is less
than or equal to the  Combined  Loan-to-Value  Ratio  of the  Group II Loan as of the  Cut-off
Date,  (iii) the Master  Servicer  receives  verbal  verification of employment of the related
Mortgagor  and (iv) the payment  history of the related  Mortgagor is within the  underwriting
parameters  of the Program  Guide.  In addition,  the Master  Servicer may increase the Credit
Limits on Group II Loans  without  obtaining  new  appraisals  provided that clauses (iii) and
(iv) of the preceding sentence are satisfied,  the Combined  Loan-to-Value  Ratio of the Group
II Loan  following the Credit Limit  Increase will be limited to 100% and at no time shall the
aggregate  Loan  Balance  of such  Group II  Loans  exceed  5% of the  current  Pool  Balance;
provided,  further,  however,  that for Group II Loans with  original  Combined  Loan-to-Value
Ratios in excess of 80%, the Combined  Loan-to-Value  Ratio  resulting  from such Credit Limit
Increase  must be less than or equal to the original  Combined  Loan-to-Value  Ratio and at no
time shall the  aggregate  Loan  Balance of such Group II Loans  exceed 5% of the current Pool
Balance for the Group II Loans.

        In  connection  with  servicing  the  Group II Loans,  the  Master  Servicer  may take
reasonable  actions  to  encourage  or effect the  termination  of Loan  Agreements  that have
become dormant.

        The  relationship  of the Master Servicer (and of any successor to the Master Servicer
as servicer  under this Servicing  Agreement) to the Issuer under this Servicing  Agreement is
intended  by the  parties  to be that of an  independent  contractor  and not  that of a joint
venturer,  partner or agent.  The  relationship  of the Master  Servicer (and of any successor
to the Master  Servicer as servicer under this Servicing  Agreement) to the Indenture  Trustee
under this  Servicing  Agreement  is  intended  by the  parties  to be that of an  independent
contractor and not that of a joint venturer, partner or agent.

        All costs incurred by the Master  Servicer or by  Subservicers in effecting the timely
payment of taxes and  assessments  on the  properties  subject to the Home Equity  Loans shall
not, for the purpose of calculating monthly distributions to  Certificateholders,  be added to
the amount owing under the related Home Equity Loans,  notwithstanding  that the terms of such
Home Equity Loan so permit,  and such costs shall be  recoverable  to the extent  permitted by
Section 3.03.

(c)     The Master Servicer may enter into  Subservicing  Agreements with Subservicers for the
servicing and  administration of certain of the Home Equity Loans. Any Subservicing  Agreement
that may be entered into and any other  transactions  or services  relating to the Home Equity
Loans  involving  a  Subservicer  in its  capacity as such and not as an  originator  shall be
deemed to be between the Subservicer  and the Master Servicer alone and the Indenture  Trustee
and  Securityholders  shall not be deemed  parties  thereto and shall have no claims,  rights,
obligations,  duties or  liabilities  with respect to the  Subservicer in its capacity as such
except  as set  forth in  Section  7.02.  Each  Subservicer  of a Home  Equity  Loan  shall be
entitled to receive and retain,  as  provided  in the related  Subservicing  Agreement  and in
Section 3.02,  the related  Subservicing  Fee from payments of interest  received on such Home
Equity  Loan after  payment of all amounts  required to be remitted to the Master  Servicer in
respect of such Home  Equity  Loan.  For any Home Equity  Loan that is a  nonsubserviced  Home
Equity Loan,  the Master  Servicer  shall be entitled to receive and retain an amount equal to
the  Subservicing  Fee from payments of interest.  References in this  Servicing  Agreement to
actions  taken or to be taken by the  Master  Servicer  in  servicing  the Home  Equity  Loans
include  actions  taken or to be taken by a Subservicer  on behalf of the Master  Servicer and
any amount  actually  received by such  Subservicer  in respect of a Home Equity Loan shall be
deemed to have been received by the Master  Servicer  whether or not actually  received by the
Master  Servicer.  Each  Subservicing  Agreement will be upon such terms and conditions as are
not  inconsistent  with  this  Servicing   Agreement  and  as  the  Master  Servicer  and  the
Subservicer  have  agreed.  With the  approval  of the  Master  Servicer,  a  Subservicer  may
delegate its servicing  obligations  to  third-party  servicers,  but such  Subservicers  will
remain  obligated  under the related  Subservicing  Agreements.  The Master  Servicer  and the
Subservicer  may enter into  amendments  to the  related  Subservicing  Agreements;  provided,
however,  that any such  amendments  shall not cause the Home Equity Loans to be serviced in a
manner that would be materially  inconsistent  with the standards set forth in this  Servicing
Agreement.  The Master Servicer shall be entitled to terminate any  Subservicing  Agreement in
accordance  with the terms and  conditions  thereof and without  any  limitation  by virtue of
this  Servicing  Agreement;  provided,  however,  that  in the  event  of  termination  of any
Subservicing  Agreement by the Master Servicer or the  Subservicer,  the Master Servicer shall
either  act as  servicer  of the  related  Home  Equity  Loan  or  enter  into a  Subservicing
Agreement  with a  successor  Subservicer  which  will be  bound by the  terms of the  related
Subservicing  Agreement.  If the Master Servicer or any Affiliate of Residential  Funding acts
as servicer,  it will not assume  liability  for the  representations  and  warranties  of the
Subservicer  which it replaces.  If the Master Servicer  enters into a Subservicing  Agreement
with a successor  Subservicer,  the Master  Servicer shall use reasonable  efforts to have the
successor  Subservicer  assume  liability for the  representations  and warranties made by the
terminated  Subservicer  in respect of the related  Home Equity Loans and, in the event of any
such  assumption by the  successor  Subservicer,  the Master  Servicer may, in the exercise of
its  business   judgment,   release  the  terminated   Subservicer  from  liability  for  such
representations and warranties.

        As part of its servicing activities  hereunder,  the Master Servicer,  for the benefit
of the  Securityholders  and the Credit Enhancer,  shall use reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing  Agreement,  to the extent that
the  non-performance  of any such  obligation  would have a material  adverse effect on a Home
Equity Loan.  Such  enforcement,  including,  without  limitation,  the legal  prosecution  of
claims,   termination  of  Subservicing  Agreements  and  the  pursuit  of  other  appropriate
remedies,  shall be in such form and  carried  out to such an  extent  and at such time as the
Master Servicer,  in its good faith business judgment,  would require were it the owner of the
related Home Equity Loans.  The Master  Servicer  shall pay the costs of such  enforcement  at
its own expense,  and shall be reimbursed  therefor only (i) from a general recovery resulting
from such  enforcement  to the extent,  if any, that such recovery  exceeds all amounts due in
respect of the related  Home Equity Loan or (ii) from a specific  recovery of costs,  expenses
or attorneys fees against the party against whom such enforcement is directed.

        Notwithstanding  any Subservicing  Agreement,  any of the provisions of this Agreement
relating to  agreements  or  arrangements  between the Master  Servicer  or a  Subservicer  or
reference to actions taken  through a Subservicer  or  otherwise,  the Master  Servicer  shall
remain obligated and liable to the Indenture  Trustee,  the Credit  Enhancer,  the Noteholders
and the  Certificateholders  for the servicing and  administering  of the Home Equity Loans in
accordance  with the provisions of this Section 3.01 without  diminution of such obligation or
liability  by  virtue  of  such  Subservicing  Agreements  or  arrangements  or by  virtue  of
indemnification  from the  Subservicer  and to the same  extent  and under the same  terms and
conditions as if the Master  Servicer alone were servicing and  administering  the Home Equity
Loans.  The Master  Servicer  shall be entitled to enter into any agreement with a Subservicer
or Program Seller for  indemnification  of the Master  Servicer and nothing  contained in this
Agreement shall be deemed to limit or modify such indemnification.

        In the event  the  Master  Servicer  shall  for any  reason  no  longer be the  master
servicer  (including by reason of a Servicing  Default),  the Indenture Trustee,  its designee
or the  successor  servicer for the  Indenture  Trustee shall be deemed to have assumed all of
the Master  Servicer's  interest  therein and to have replaced the Master  Servicer as a party
to the  Subservicing  Agreement to the same extent as if the  Subservicing  Agreement had been
assigned  to the  assuming  party,  except  that the  Master  Servicer  shall not  thereby  be
relieved of any  liability or  obligations  under the  Subservicing  Agreement,  nor shall the
Indenture   Trustee  be  responsible  for  any  obligations  or  liabilities   prior  to  such
replacement.  The  Indenture  Trustee shall not be  responsible  for any  representations  and
warranties made by the Master Servicer pursuant to such Subservicing Agreement.

        The Master  Servicer shall,  upon request of the Indenture  Trustee but at the expense
of the Master  Servicer,  deliver to the assuming party all documents and records  relating to
each  Subservicing  Agreement and the Home Equity Loans then being  serviced and an accounting
of amounts  collected  and held by it and otherwise use its best efforts to effect the orderly
and efficient transfer of each Subservicing Agreement to the assuming party.

               (d)    All other  documents  contained  in the  Mortgage  File and any original
documents  relating to the Home Equity Loans not  contained in the Mortgage  File or delivered
to the  Custodian,  if any,  or the  Indenture  Trustee  are and  shall be held by the  Master
Servicer  (or an  Affiliate  of the  Master  Servicer)  in trust as  agent  for the  Indenture
Trustee on behalf of the Noteholders.

Section 3.02   COLLECTION OF CERTAIN HOME EQUITY LOAN PAYMENTS.

(a)     The Master Servicer shall make  reasonable  efforts to collect all payments called for
under the terms and  provisions  of the Home  Equity  Loans,  and shall,  to the  extent  such
procedures  shall be consistent  with this Servicing  Agreement and generally  consistent with
the Program  Guide,  follow such  collection  procedures  as it would employ in its good faith
business  judgment  and  which  are  normal  and  usual  in  its  general  mortgage  servicing
activities.  Consistent  with the  foregoing,  and  without  limiting  the  generality  of the
foregoing,  the Master Servicer may in its discretion  waive any late payment charge,  penalty
interest or other fees which may be collected in the  ordinary  course of servicing  such Home
Equity  Loan.  The Master  Servicer  may also  extend the Due Date for  payment  due on a Home
Equity  Loan in  accordance  with the  Program  Guide,  provided,  however,  that  the  Master
Servicer  shall  first  determine  that any such  waiver  or  extension  will not  impair  the
coverage  of any  related  insurance  policy or  materially  adversely  affect the lien of the
related Mortgage (except as described below) or the interests of the  Securityholders  and the
Credit  Enhancer.  Notwithstanding  anything  in this  Section  to the  contrary,  the  Master
Servicer or any  Subservicer  shall not enforce any prepayment  charge to the extent that such
enforcement  would violate any  applicable  law.  Consistent  with the terms of this Servicing
Agreement and subject to Section 3.01(a) herein, the Master Servicer may also:

(i)     waive,  modify or vary any term of any Home Equity Loan  (including  reduce the Credit
Limit or extend the period  during which a Draw may be made by the  Mortgagor  pursuant to the
Loan Agreement with respect to any Group II Loan);

(ii)    consent to the  postponement of strict  compliance with any such term or in any manner
grant indulgence to any Mortgagor;

(iii)   arrange with a Mortgagor a schedule for the payment of principal  and interest due and
unpaid;

(iv)    forgive any portion of the amounts contractually owed under the Home Equity Loan;

(v)     capitalize  any past due amounts owed under the Home Equity Loan by adding  amounts in
arrearage to the existing Loan Balance of the Home Equity Loan (a  "Capitalization  Workout"),
provided,  however,  that the Master  Servicer shall not enter into a  Capitalization  Workout
unless the Combined  Loan-to-Value  Ratio of the Home Equity Loan prior to the  Capitalization
Workout equals or exceeds 80%; and

(vi)    reset the due date for the Home Equity Loan, or any combination of the foregoing,

if  in  the  Master  Servicer's  determination  such  waiver,  modification,  postponement  or
indulgence,  arrangement or other action  referred to above is not  materially  adverse to the
interests of the  Securityholders or the Credit Enhancer and is generally  consistent with the
Master  Servicer's  policies  with respect to home equity loans  similar to Home Equity Loans;
provided,  however,  that the Master  Servicer may not,  except in the case of an extension of
the period during which a Draw may be made by the  Mortgagor  with respect to a Group II Loan,
pursuant to this  Section  3.02,  modify or permit any  Subservicer  to modify any Home Equity
Loan,  (including  without  limitation  any  modification  that  would  change  the Loan Rate,
forgive the payment of any principal or interest  (unless in connection  with the  liquidation
of the related Home Equity  Loan),  capitalize  any arrearage for the related Home Equity Loan
or extend the due date of any  payment)  unless such Home Equity Loan is in default or, in the
judgment of the Master  Servicer,  such  default is  reasonably  foreseeable.  Notwithstanding
the  foregoing,  the final  maturity date of any Home Equity Loan will not be extended  beyond
the  Final   Scheduled   Payment  Date.  The  general  terms  of  any  waiver,   modification,
postponement  or  indulgence  with respect to any of the Home Equity Loans will be included in
the  Servicing  Certificate,  and such Home Equity Loans will not be  considered  "delinquent"
for the purposes of the Basic  Documents so long as the  Mortgagor  complies with the terms of
such waiver,  modification,  postponement or indulgence. In addition, if a Group II Loan is in
default or, in the judgment of the Master  Servicer,  such default is reasonably  foreseeable,
the  Master  Servicer  may,  through  modification,  convert  such  Group  II  Loan to a fully
amortizing  closed-end  loan.  Notwithstanding  the  foregoing,  with  respect to the Group II
Loans,  the Master  Servicer in its sole discretion (i) may permit the Mortgagor (or may enter
into a modification  agreement which will allow the Mortgagor) to make monthly payments,  with
respect to any Billing  Cycle during the related Draw  Period,  in a minimum  amount that will
be equal to the related  finance  charge for such Billing Cycle and (ii) may reduce the amount
of the Credit  Limit (to an amount no less than the then  current  Loan  Balance of such Group
II Loan) in connection  with any  refinancing of a senior lien pursuant to Section  3.01(b) of
this  Agreement.  In  connection  with any  Curtailment  of a Home  Equity  Loan,  the  Master
Servicer,  to the extent not  inconsistent  with the terms of the Mortgage  Note and local law
and  practice,  may  permit  the Home  Equity  Loan to be  reamortized  such that the  Minimum
Monthly  Payment is  recalculated  as an amount that will fully  amortize the  remaining  Loan
Balance  thereof  by the  Final  Scheduled  Payment  Date  based on the  original  Loan  Rate;
provided,  that such  re-amortization  of any Group I Loan shall not be  permitted if it would
constitute a reissuance of such Group I Loan for federal income tax purposes.

(b)     The Master  Servicer shall establish a Custodial  Account,  which shall be an Eligible
Account in which the  Master  Servicer  shall  deposit or cause to be  deposited  any  amounts
representing  payments and  collections  in respect of the Home Equity Loans received by it on
or after the Cut-off  Date,  within one  Business Day  following  receipt  thereof,  except as
otherwise  specifically  provided  herein,  including the following  payments and  collections
received or made by it (without duplication):

                      (i)    all  payments  on  account  of  principal,  (including  Principal
Prepayments  made by Mortgagors on the Home Equity Loans or from any REO Proceeds  received in
connection with an REO Property for which an REO Disposition has occurred);

                      (ii)   all  payments  on account of interest  at the  Adjusted  Mortgage
Rate on the Home Equity Loans,  or from any REO Proceeds  received in  connection  with an REO
Property for which an REO Disposition has occurred;

                      (iii)  the  aggregate   Repurchase   Price  of  the  Home  Equity  Loans
purchased  by the Master  Servicer  pursuant  to Section  3.15 and amounts  received  from the
Seller  pursuant to Article 3 of the Purchase  Agreement in respect of any liability,  penalty
or  expense  that  resulted  from a breach of the  representation  and  warranty  set forth in
Sections 3.01(b)(viii) or 3.01(c)(x) of the Purchase Agreement;

                      (iv)   Net Liquidation Proceeds net of any related Foreclosure Profit;

                      (v)    all proceeds of any Home Equity Loans  repurchased  by the Seller
pursuant to the Purchase  Agreement,  and all Substitution  Adjustment  Amounts required to be
deposited in connection with the  substitution of an Eligible  Substitute Loan pursuant to the
Purchase Agreement;

                      (vi)   Insurance   Proceeds,   other  than  Net  Liquidation   Proceeds,
resulting from any insurance policy maintained on a Mortgaged Property; and

                      (vii)  amounts  required to be paid by the Master  Servicer  pursuant to
Sections  3.04 and 8.08 and any payments or  collections  received in the nature of prepayment
charges.

The foregoing  requirements  respecting  deposits to the Custodial  Account are exclusive,  it
being understood that,  without limiting the generality of the foregoing,  the Master Servicer
need not deposit in the Custodial  Account  amounts  representing  Foreclosure  Profits,  fees
(including  annual fees),  assumption  charges or late charge penalties  payable by Mortgagors
(such amounts to be retained as additional  servicing  compensation in accordance with Section
3.09 hereof),  or amounts  received by the Master  Servicer for the accounts of Mortgagors for
application towards the payment of taxes,  insurance premiums,  assessments and similar items.
In the  event  any  amount  not  required  to be  deposited  in the  Custodial  Account  is so
deposited,  the Master  Servicer  may at any time  withdraw  such  amount  from the  Custodial
Account,  any provision  herein to the contrary  notwithstanding.  The  Custodial  Account may
contain  funds that belong to one or more  trusts  created  for the notes or  certificates  of
other  series and may contain  other funds  respecting  payments on home equity loans or other
mortgage  loans  belonging  to the Master  Servicer or  serviced  or master  serviced by it on
behalf of others.  Notwithstanding  such  commingling of funds, the Master Servicer shall keep
records that accurately  reflect the funds on deposit in the Custodial  Account that have been
identified  by it as  being  attributable  to  the  Home  Equity  Loans  and  shall  hold  all
collections  in the Custodial  Account to the extent they  represent  collections  on the Home
Equity Loans for the benefit of the Trust,  the  Securityholders,  the Credit Enhancer and the
Indenture  Trustee,  as their  interests  may appear.  The Master  Servicer  shall  retain all
Foreclosure Profits as additional servicing compensation.

        With respect to Insurance  Proceeds,  Net Liquidation  Proceeds,  REO Proceeds and the
proceeds of the purchase of any Home Equity Loan  received in any calendar  month,  the Master
Servicer  may elect to treat  such  amounts  to be  deposited  in the  Custodial  Account  for
distribution  in  accordance  with  Section  3.05 of the  Indenture  for  distribution  on the
Payment Date in the month of receipt,  but is not  obligated to do so. If the Master  Servicer
so elects,  such amounts  will be deemed to have been  received  (and any related  Liquidation
Loss  Amount  shall be deemed  to have  occurred)  on the last day of the  month  prior to the
receipt thereof.

        The Master  Servicer may cause the institution  maintaining  the Custodial  Account to
invest any funds in the Custodial Account in Permitted Investments  (including  obligations of
the  Master  Servicer  or any of its  Affiliates,  if such  obligations  otherwise  qualify as
Permitted  Investments),  which shall  mature not later than the Business  Day  preceding  the
next  Payment  Date and  shall not be sold or  disposed  of prior to its  maturity.  Except as
provided  above,  all income and gain  realized  from any such  investment  shall inure to the
benefit of the Master  Servicer and shall be subject to its  withdrawal  or order from time to
time.  The  amount of any losses  incurred  in  respect  of the  principal  amount of any such
investments  shall be deposited  in the  Custodial  Account by the Master  Servicer out of its
own funds immediately as realized.

(c)     The Master  Servicer  will require  each  Subservicer  to hold all funds  constituting
collections on the Home Equity Loans,  pending remittance  thereof to the Master Servicer,  in
one or more  accounts  meeting  the  requirements  of an  Eligible  Account,  and  invested in
Permitted Investments.

Section 3.03   PERMITTED  WITHDRAWALS FROM THE CUSTODIAL  ACCOUNT.  The Master Servicer shall,
from time to time as provided herein,  make withdrawals from the Custodial  Account of amounts
on deposit  therein  pursuant to Section 3.02 that are  attributable  to the Home Equity Loans
for the following purposes:

(a)     to deposit in the Payment Account,  on the Business Day prior to each Payment Date, an
amount  equal  to  the  Interest   Collections  and  Principal   Collections  required  to  be
distributed  on such Payment  Date,  any payments or  collections  in the nature of prepayment
charges received during the related  Collection  Period and any RAHI Premiums  received during
the related Collection Period;

(b)     prior to  either an  Amortization  Event or the  Collection  Period  during  which the
Revolving  Period ends,  to pay to the Seller,  the amount of any  Additional  Balances as and
when created during the related  Collection  Period,  provided,  that the aggregate  amount so
paid to the  Seller in respect  of  Additional  Balances  at any time  during  any  Collection
Period  shall not exceed the amount of  Principal  Collections  theretofore  received for such
Collection Period;

               (c)    to the extent  deposited to the Custodial  Account,  to reimburse itself
or the related  Subservicer  for  previously  unreimbursed  expenses  incurred in  maintaining
individual  insurance  policies  pursuant  to  Section  3.04,  or  Liquidation  Expenses  paid
pursuant to Section 3.07 or  otherwise  reimbursable  pursuant to the terms of this  Servicing
Agreement (to the extent not payable  pursuant to Section 3.09),  such withdrawal  right being
limited to amounts  received on particular Home Equity Loans (other than any Repurchase  Price
in respect  thereof) which  represent late  recoveries of the payments for which such advances
were made, or from related  Liquidation  Proceeds or the proceeds of the purchase of such Home
Equity Loan;

               (d)    to pay to any Subservicer any Subservicing Fees not previously  withheld
by the Subservicer;

               (e)    to the extent  deposited  in the  Custodial  Account to pay to itself as
additional  servicing   compensation  any  interest  or  investment  income  earned  on  funds
deposited  in the  Custodial  Account  and  Payment  Account  that it is  entitled to withdraw
pursuant to Sections 3.02(b) and 5.01;

(f)     to the extent  deposited  in the  Custodial  Account,  to pay to itself as  additional
servicing compensation any Foreclosure Profits (to the extent permitted by law);

               (g)    to pay to itself, a Subservicer or the Seller,  or any other appropriate
person,  as the case may be, with  respect to any Home  Equity  Loan or  property  acquired in
respect  thereof that has been purchased or otherwise  transferred  to the Seller,  the Master
Servicer or other entity,  all amounts  received thereon and not required to be distributed to
Securityholders  as of the date on which the related  Purchase  Price or  Repurchase  Price is
determined;

               (h)    to withdraw any other amount  deposited  in the  Custodial  Account that
was not required to be deposited therein pursuant to Section 3.02;

               (i)    after the  occurrence of an  Amortization  Event,  to pay to the Seller,
the Excluded Amount for each Group II Loan; and

               (j)    to reimburse  itself for amounts  expended by it (a) pursuant to Section
3.06 in good faith in  connection  with the  restoration  of property  damaged by an Uninsured
Cause,  and (b) in connection  with the liquidation of a Home Equity Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause (c) above; and

               (k) to reimburse  itself or the REMIC  Administrator  for expenses  incurred by
and  reimbursable  to it or the REMIC  Administrator  pursuant to Sections  3.07,  6.03 or any
other applicable sections of this Agreement or Section 11.01 of the Indenture.

Since,  in connection with  withdrawals  pursuant to clauses (c), (d), (f) and (g), the Master
Servicer's  entitlement  thereto is limited to collections or other  recoveries on the related
Home Equity Loan, the Master Servicer shall keep and maintain separate  accounting,  on a Home
Equity Loan by Home Equity Loan basis,  for the purpose of justifying any withdrawal  from the
Custodial  Account  pursuant to such  clauses.  Notwithstanding  any other  provision  of this
Servicing  Agreement,  the Master  Servicer  shall be  entitled  to  reimburse  itself for any
previously  unreimbursed expenses incurred pursuant to Section 3.07 or otherwise  reimbursable
pursuant to the terms of this Servicing  Agreement that the Master  Servicer  determines to be
otherwise  nonrecoverable  (except  with  respect  to any Home  Equity  Loan as to  which  the
Repurchase  Price has been  paid),  by  withdrawal  from the  Custodial  Account of amounts on
deposit  therein  attributable  to the Home  Equity  Loans on any  Business  Day  prior to the
Payment Date succeeding the date of such determination.

Section 3.04   MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION EXPENSES.

                 (a)  The Master  Servicer  shall cause to be maintained  for each Home Equity
Loan  hazard  insurance  naming  the Master  Servicer  or  related  Subservicer  as loss payee
thereunder  providing  extended coverage in an amount which is at least equal to the lesser of
(i) the maximum  insurable value of the improvements  securing such Home Equity Loan from time
to time or (ii) the  combined  Loan  Balance  owing on such Home Equity Loan and any  mortgage
loan  senior  to such  Home  Equity  Loan  from  time to time;  provided,  however,  that such
coverage may not be less than the minimum  amount  required to fully  compensate  for any loss
or  damage  on a  replacement  cost  basis.  The  Master  Servicer  shall  also  cause  to  be
maintained  on property  acquired upon  foreclosure,  or deed in lieu of  foreclosure,  of any
Home Equity Loan,  fire insurance with extended  coverage in an amount which is at least equal
to the amount necessary to avoid the application of any  co-insurance  clause contained in the
related  hazard  insurance  policy.  Amounts  collected by the Master  Servicer under any such
policies  (other  than  amounts  to be  applied to the  restoration  or repair of the  related
Mortgaged  Property  or  property  thus  acquired  or amounts  released  to the  Mortgagor  in
accordance with the Master Servicer's  normal servicing  procedures) shall be deposited in the
Custodial  Account to the extent  called for by Section  3.02. In cases in which any Mortgaged
Property  is  located  at any  time  during  the  life of a Home  Equity  Loan in a  federally
designated  flood area,  the hazard  insurance  to be  maintained  for the related Home Equity
Loan shall  include  flood  insurance  (to the  extent  available).  All such flood  insurance
shall be in amounts  equal to the  lesser of (i) the amount  required  to  compensate  for any
loss or damage to the  Mortgaged  Property  on a  replacement  cost basis and (ii) the maximum
amount of such  insurance  available  for the related  Mortgaged  Property  under the national
flood insurance  program  (assuming that the area in which such Mortgaged  Property is located
is  participating  in such  program).  The Master  Servicer  shall be under no  obligation  to
require that any  Mortgagor  maintain  earthquake or other  additional  insurance and shall be
under no obligation  itself to maintain any such additional  insurance on property acquired in
respect of a Home Equity Loan,  other than pursuant to such  applicable  laws and  regulations
as shall at any time be in force and as shall require such additional insurance.

        If the Master Servicer shall obtain and maintain a blanket policy  consistent with its
general  mortgage  servicing  activities  insuring  against  hazard  losses on all of the Home
Equity Loans,  it shall  conclusively be deemed to have satisfied its obligations as set forth
in the first  sentence of this Section 3.04, it being  understood  and agreed that such policy
may contain a deductible  clause,  in which case the Master  Servicer shall, in the event that
there shall not have been  maintained  on the related  Mortgaged  Property a policy  complying
with the first  sentence  of this  Section  3.04 and there  shall have been a loss which would
have been covered by such policy,  deposit in the  Custodial  Account the amount not otherwise
payable under the blanket policy because of such  deductible  clause.  Any such deposit by the
Master  Servicer shall be made on the last Business Day of the Collection  Period in the month
in which payments  under any such policy would have been  deposited in the Custodial  Account.
In connection  with its activities as servicer of the Home Equity Loans,  the Master  Servicer
agrees to present,  on behalf of itself,  the Issuer and the Indenture  Trustee,  claims under
any such blanket policy.

Section 3.05   ENFORCEMENT OF DUE-ON-SALE  CLAUSES;  ASSUMPTION AND  MODIFICATION  AGREEMENTS;
RELEASE  OR  SUBSTITUTION  OF  LIEN.  (a)When  any  Mortgaged  Property  is  conveyed  by  the
Mortgagor,  the  Master  Servicer  or  Subservicer,  to the  extent it has  knowledge  of such
conveyance,  shall enforce any due-on-sale  clause contained in any Mortgage Note or Mortgage,
to the extent  permitted under applicable law and  governmental  regulations,  but only to the
extent that such  enforcement  will not  adversely  affect or  jeopardize  coverage  under any
Required   Insurance   Policy  or   otherwise   adversely   affect   the   interests   of  the
Certificateholders or the Credit Enhancer.  Notwithstanding the foregoing:

               (i)    the  Master  Servicer  shall not be deemed to be in  default  under this
        Section  3.05(a) by reason of any transfer or assumption  which the Master Servicer is
        restricted by law from preventing; and

               (ii)   if the Master Servicer  determines that it is reasonably likely that any
        Mortgagor will bring, or if any Mortgagor does bring,  legal action to declare invalid
        or otherwise avoid enforcement of a due-on-sale  clause contained in any Mortgage Note
        or  Mortgage,  the Master  Servicer  shall not be required to enforce the  due-on-sale
        clause or to contest such action.

               (b)    Subject to the Master Servicer's duty to enforce any due-on-sale  clause
to the extent set forth in Section  3.05(a),  the Master Servicer or the related  Subservicer,
as the case may be,  shall be  entitled  to (A) execute  assumption  agreements,  substitution
agreements,  and  instruments of satisfaction or cancellation or of partial or full release or
discharge,  or  any  other  document  contemplated  by  this  Servicing  Agreement  and  other
comparable  instruments  with  respect  to the  Home  Equity  Loans  and with  respect  to the
Mortgaged  Properties  subject to the Mortgages (and the Issuer and the Indenture Trustee each
shall promptly  execute any such documents on request of the Master  Servicer) and (B) approve
the granting of an easement  thereon in favor of another Person,  any alteration or demolition
of the related Mortgaged Property or other similar matters,  if it has determined,  exercising
its good faith  business  judgment  in the same manner as it would if it were the owner of the
related Home Equity Loan,  that the security for, and the timely and full  collectability  of,
such Home Equity Loan would not be adversely  affected  thereby,  and that each of REMIC I and
REMIC II would  continue to qualify as a REMIC under the Code as a result  thereof and that no
tax on "prohibited  transactions"  or  "contributions"  after the startup day would be imposed
on any of  REMIC I or REMIC  II as a  result  thereof.  A  partial  release  pursuant  to this
Section  3.05  shall be  permitted  only if the  Combined  Loan-to-Value  Ratio  for such Home
Equity Loan after such partial  release does not exceed the Combined  Loan-to-Value  Ratio for
such Home Equity Loan as of the Cut-off  Date,  and provided  further  that,  in the case of a
Group I Loan,  the  Master  Servicer,  the  Indenture  Trustee  and the Credit  Enhancer  have
received an Opinion of Counsel to the effect that such  partial  release will not result in an
Adverse  REMIC  Event.  Any fee  collected by the Master  Servicer or the related  Subservicer
for  processing  such request will be retained by the Master  Servicer or such  Subservicer as
additional servicing compensation.

               (c)    The Master  Servicer  may enter into an  agreement  with a Mortgagor  to
release  the  lien on the  Mortgaged  Property  relating  to a Group  II Loan  (the  "Existing
Lien"),  if at the time of such agreement the Group II Loan is current in payment of principal
and interest, under any of the following circumstances:

(i)     in any case in which,  simultaneously  with the  release  of the  Existing  Lien,  the
Mortgagor  executes and delivers to the Master  Servicer a Mortgage on a substitute  Mortgaged
Property,  provided  that the Combined  Loan-to-Value  Ratio of the Group II Loan  (calculated
based on the Appraised  Value of the  substitute  Mortgaged  Property) is not greater than the
Combined Loan-to-Value Ratio prior to releasing the Existing Lien;

(ii)    in any case in which,  simultaneously  with the  release  of the  Existing  Lien,  the
Mortgagor  executes and delivers to the Master  Servicer a Mortgage on a substitute  Mortgaged
Property,  provided  that:  (A)  the  Combined  Loan-to-Value  Ratio  of  the  Group  II  Loan
(calculated  based  on the  Appraised  Value  of the  substitute  Mortgaged  Property)  is not
greater  than the lesser of (1) 100% and (2) 105% of the  Combined  Loan-to-Value  Ratio prior
to releasing  the Existing  Lien;  and (B) the Master  Servicer  determines  that at least two
appropriate  compensating  factors are present  (compensating  factors  may  include,  without
limitation,  an  increase  in the  Mortgagor's  monthly  cash flow  after  debt  service,  the
Mortgagor's  debt-to-income  ratio has not increased since origination,  or an increase in the
Mortgagor's credit score); or

(iii)   in any case in which,  at the time of release of the Existing Lien, the Mortgagor does
not provide  the Master  Servicer  with a Mortgage on a  substitute  Mortgaged  Property  (any
Group II Loan that  becomes and remains  unsecured  in  accordance  with this  subsection,  an
"Unsecured  Loan"),  provided that: (A) the current  Combined  Loan-to-Value  Ratio is greater
than or equal to 85%;  (B) the Master  Servicer  shall not permit the  release of an  Existing
Lien under this clause (iii) as to more than 100 Group II Loans in any calendar  year;  (C) at
no time shall the  aggregate  Loan  Balance of  Unsecured  Loans  exceed 2.5% of the then Pool
Balance;  (D) the Mortgagor  agrees to an automatic  debit  payment  plan;  and (E) the Master
Servicer  shall  provide  notice  to each  Rating  Agency  that has  requested  notice of such
releases.

        In connection  with any Unsecured  Loan, the Master Servicer may require the Mortgagor
to enter into an agreement under which:  (i) the Loan Rate may be increased  effective until a
substitute  Mortgage  meeting the criteria  under (i) or (ii) above is  provided;  or (ii) any
other  provision  may  be  made  which  the  Master  Servicer  considers  to  be  appropriate.
Thereafter,  the Master  Servicer  shall  determine  in its  discretion  whether to accept any
proposed  Mortgage on any  substitute  Mortgaged  Property as security  for the Group II Loan,
and the Master  Servicer may require the  Mortgagor to agree to any further  conditions  which
the Master  Servicer  considers  appropriate in connection with such  substitution,  which may
include a  reduction  of the Loan  Rate (but not below the Loan Rate in effect at the  Closing
Date).  Any  Group  II Loan as to which a  Mortgage  on a  substitute  Mortgaged  Property  is
provided  in  accordance  with the  preceding  sentence  shall no  longer  be  deemed to be an
Unsecured Loan.

               (d)    Subject to any other  applicable terms and conditions of this Agreement,
the Master  Servicer shall be entitled to approve an assignment in lieu of  satisfaction  with
respect to any Home Equity  Loan,  provided  the obligee with respect to such Home Equity Loan
following such proposed assignment  provides the Master Servicer with a "Lender  Certification
for  Assignment  of Home Equity  Loan" in the form  attached  hereto as Exhibit D, in form and
substance   satisfactory  to  the  Indenture  Trustee  and  Master  Servicer,   providing  the
following:  (i) that the Home  Equity  Loan is  secured  by  Mortgaged  Property  located in a
jurisdiction  in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with, or facilitate
a  refinancing  under,  the  laws  of  such  jurisdiction;  (ii)  that  the  substance  of the
assignment  is, and is  intended  to be, a  refinancing  of such Home Equity Loan and that the
form of the  transaction is solely to comply with, or facilitate the transaction  under,  such
local laws;  (iii) that the Home Equity Loan  following  the proposed  assignment  will have a
rate of  interest  at least  0.25  percent  below or above the rate of  interest  on such Home
Equity  Loan  prior to such  proposed  assignment;  and (iv)  that such  assignment  is at the
request of the borrower  under the related Home Equity Loan.  Upon  approval of an  assignment
in lieu of  satisfaction  with  respect to any Home Equity  Loan,  the Master  Servicer  shall
receive  cash in an amount  equal to the unpaid Loan  Balance of and accrued  interest on such
Home Equity  Loan and the Master  Servicer  shall treat such amount as a Principal  Prepayment
in Full with respect to such Home Equity Loan for all purposes hereof.

Section 3.06   TRUST ESTATE; RELATED DOCUMENTS   (a)      When  required by the  provisions of
this Servicing  Agreement,  the Issuer or the Indenture  Trustee shall execute  instruments to
release property from the terms of the Trust Agreement,  Indenture or Custodial Agreement,  as
applicable,  or convey the  Issuer's or the  Indenture  Trustee's  interest in the same,  in a
manner  and  under  circumstances  which  are not  inconsistent  with the  provisions  of this
Servicing  Agreement.  No party  relying  upon an  instrument  executed  by the  Issuer or the
Indenture  Trustee as provided in this Section  3.06 shall be bound to ascertain  the Issuer's
or the  Indenture  Trustee's  authority,  inquire  into  the  satisfaction  of any  conditions
precedent or see to the application of any moneys.

               (b)    If from time to time the Master  Servicer shall deliver to the Custodian
copies of any written  assurance,  assumption  agreement  or  substitution  agreement or other
similar  agreement  pursuant  to Section  3.05,  the  Custodian  shall check that each of such
documents  purports  to be an  original  executed  copy  (or a copy of the  original  executed
document if the original  executed copy has been  submitted for recording and has not yet been
returned)  and, if so, shall file such  documents,  and upon receipt of the original  executed
copy from the  applicable  recording  office or receipt  of a copy  thereof  certified  by the
applicable  recording  office shall file such  originals or certified  copies with the Related
Documents.  If any such  documents  submitted  by the  Master  Servicer  do not meet the above
qualifications,  such  documents  shall  promptly be returned by the  Custodian  to the Master
Servicer, with a direction to the Master Servicer to forward the correct documentation.

               (c)    Upon  receipt  of a  Request  for  Release  from  the  Master  Servicer,
substantially  in the form of Exhibit C to the  effect  that a Home  Equity  Loan has been the
subject of a final  payment or a prepayment  in full and the related Home Equity Loan has been
terminated or that  substantially  all Liquidation  Proceeds which have been determined by the
Master  Servicer in its reasonable  judgment to be finally  recoverable  have been  recovered,
and upon deposit to the Custodial  Account of such final monthly  payment,  prepayment in full
together  with  accrued and unpaid  interest to the date of such  payment with respect to such
Home Equity  Loan or, if  applicable,  Liquidation  Proceeds,  the  Custodian  shall  promptly
release the Related  Documents  to the Master  Servicer,  which the  Indenture  Trustee  shall
execute,  along with such  documents as the Master  Servicer or the  Mortgagor  may request to
evidence  satisfaction  and  discharge  of such Home Equity  Loan,  upon request of the Master
Servicer.  If from time to time and as  appropriate  for the servicing or  foreclosure  of any
Home  Equity  Loan,  the  Master  Servicer  requests  the  Custodian  to release  the  Related
Documents  and  delivers  to the  Custodian a trust  receipt  reasonably  satisfactory  to the
Custodian  and signed by a Responsible  Officer of the Master  Servicer,  the Custodian  shall
release the  Related  Documents  to the Master  Servicer.  If such Home Equity  Loans shall be
liquidated  and the  Custodian  receives a  certificate  from the Master  Servicer as provided
above,  then,  upon request of the Master  Servicer,  the  Custodian  shall  release the trust
receipt to the Master Servicer.

Section 3.07   REALIZATION  UPON DEFAULTED HOME EQUITY LOANS;  LOSS  MITIGATION.  With respect
to such of the Home Equity  Loans as come into and  continue in default,  the Master  Servicer
will decide whether to (i) foreclose upon the Mortgaged  Properties  securing such Home Equity
Loans,  (ii) write off the unpaid  Loan  Balance of the Home Equity  Loans as bad debt,  (iii)
take a deed in lieu of  foreclosure,  (iv)  accept a short  sale (a payoff of the Home  Equity
Loan for an amount less than the total  amount  contractually  owed in order to  facilitate  a
sale of the Mortgaged  Property by the  Mortgagor) or permit a short  refinancing (a payoff of
the Home Equity Loan for an amount less than the total amount  contractually  owed in order to
facilitate  refinancing  transactions  by the  Mortgagor not involving a sale of the Mortgaged
Property),  (v) arrange for a repayment  plan, (vi) agree to a modification in accordance with
this Servicing  Agreement,  or (vii) in the case of a Group II Loan,  take an unsecured  note,
in connection  with a negotiated  release of the lien of the Mortgage in order to facilitate a
settlement  with the  Mortgagor;  in each case subject to the rights of any related first lien
holder;  provided  that in  connection  with the  foregoing if the Master  Servicer has actual
knowledge  that any Mortgaged  Property is affected by hazardous or toxic wastes or substances
and that the  acquisition of such Mortgaged  Property  would not be  commercially  reasonable,
then the Master  Servicer will not cause the Issuer or the Indenture  Trustee to acquire title
to such Mortgaged  Property in a foreclosure or similar  proceeding.  In connection  with such
decision,  the Master  Servicer  shall follow such  practices  (including,  in the case of any
default on a related  senior  mortgage loan, the advancing of funds to correct such default if
deemed to be  appropriate  by the Master  Servicer) and  procedures as it shall deem necessary
or advisable  and as shall be normal and usual in its general  mortgage  servicing  activities
and as shall  be  required  or  permitted  by the  Program  Guide;  provided  that the  Master
Servicer  shall not be liable in any  respect  hereunder  if the Master  Servicer is acting in
connection  with any such  foreclosure  or  attempted  foreclosure  which is not  completed or
other  conversion  in a manner  that is  consistent  with  the  provisions  of this  Servicing
Agreement.  The  foregoing  is subject to the proviso  that the Master  Servicer  shall not be
required to expend its own funds in connection with any  foreclosure or attempted  foreclosure
which is not completed or towards the correction of any default on a related  senior  mortgage
loan or  restoration of any property  unless it shall  determine  that such  expenditure  will
increase Net  Liquidation  Proceeds.  In the event of a  determination  by the Master Servicer
that  any  such  expenditure  previously  made  pursuant  to this  Section  3.07  will  not be
reimbursable  from  Net  Liquidation  Proceeds,  the  Master  Servicer  shall be  entitled  to
reimbursement of its funds so expended pursuant to Section 3.03.

               In addition,  the Master Servicer may pursue any remedies that may be available
in  connection  with a breach of a  representation  and warranty with respect to any such Home
Equity Loan in accordance  with Section  2.03.  However,  the Master  Servicer is not required
to continue to pursue both  foreclosure (or similar  remedies) with respect to the Home Equity
Loans and  remedies  in  connection  with a breach of a  representation  and  warranty  if the
Master  Servicer  determines in its reasonable  discretion that one such remedy is more likely
to result in a greater  recovery as to the Home Equity  Loan.  Upon the  occurrence  of a Cash
Liquidation  or REO  Disposition,  following  the  deposit  in the  Custodial  Account  of all
Insurance  Proceeds,  Liquidation  Proceeds and other payments and  recoveries  referred to in
the definition of "Cash  Liquidation"  or "REO  Disposition,"  as applicable,  upon receipt by
the Indenture Trustee of written  notification of such deposit signed by a Servicing  Officer,
the  Indenture  Trustee  or the  Custodian,  as the case may be,  shall  release to the Master
Servicer the related  Mortgage File and the  Indenture  Trustee shall execute and deliver such
instruments of transfer or assignment  prepared by the Master  Servicer,  in each case without
recourse,  representation  or warranty as shall be necessary to vest in the Master Servicer or
its  designee,  as the case may be, the related Home Equity  Loan,  and  thereafter  such Home
Equity  Loan  shall  not be part of the  Trust.  Notwithstanding  the  foregoing  or any other
provision of this  Agreement,  in the Master  Servicer's  sole  discretion with respect to any
defaulted  Home Equity Loan or REO Property as to either of the  following  provisions,  (i) a
Cash  Liquidation  or REO  Disposition  may be deemed to have  occurred if  substantially  all
amounts  expected  by the Master  Servicer  to be  received  in  connection  with the  related
defaulted  Home Equity Loan or REO Property  have been  received;  provided,  however,  a Cash
Liquidation  or REO  Disposition  shall be deemed to have occurred with respect to any Group I
Loan or  Group  II Loan  that is 180  days  or more  delinquent  as of the end of the  related
Collection Period;  provided further,  however, any subsequent collections with respect to any
such Group I Loan or Group II Loan shall be deposited to the Custodial  Account,  and (ii) for
purposes of  determining  the amount of any  Liquidation  Proceeds,  Insurance  Proceeds,  REO
Proceeds or any other  unscheduled  collections or the amount of any Liquidation  Loss Amount,
the Master Servicer may take into account minimal amounts of additional  receipts  expected to
be  received  or any  estimated  additional  liquidation  expenses  expected to be incurred in
connection with the related defaulted Group I Loan or Group II Loan or REO Property.

        In the event that title to any Mortgaged  Property is acquired in  foreclosure  by the
Trust or by deed in lieu of  foreclosure,  the deed or  certificate of sale shall be issued in
the name of the Indenture  Trustee or a nominee thereof,  who shall hold the same on behalf of
the  Issuer  in  accordance  with  Section  3.13 of the  Indenture.  Notwithstanding  any such
acquisition  of title and  cancellation  of the  related  Home  Equity  Loan,  such  Mortgaged
Property  shall  (except  as  otherwise  expressly  provided  herein) be  considered  to be an
outstanding  Home Equity Loan held as an asset of the Issuer until such time as such  property
shall be sold.  Consistent with the foregoing for purposes of all calculations  hereunder,  so
long as such Mortgaged  Property shall be considered to be an outstanding  Home Equity Loan it
shall be assumed that,  notwithstanding  that the  indebtedness  evidenced by the related Loan
Agreement  shall have been  discharged,  such Loan Agreement in effect at the time of any such
acquisition  of title before any  adjustment  thereto by reason of any  bankruptcy  or similar
proceeding or any moratorium or similar waiver or grace period will remain in effect.

        In the event that the Trust  acquires  any REO  Property as  aforesaid or otherwise in
connection  with a default or  imminent  default on a Group I Loan,  the  Master  Servicer  on
behalf  the Trust  shall  dispose  of such REO  Property  as soon as  practicable,  giving due
consideration  to the  interests of the  Noteholders  and the  Certificateholders,  but in all
cases  within  three full years after the  taxable  year of its  acquisition  by the Trust for
purposes of Section  860G(a)(8) of the Code (or such shorter period as may be necessary  under
applicable  state  (including any state in which such property is located) law to maintain the
status of any of REMIC I or REMIC II as a REMIC  under  applicable  state law and avoid  taxes
resulting from such property  failing to be foreclosure  property under  applicable state law)
or, at the  expense  of the  Trust,  request,  more than 60 days  before the day on which such
grace  period would  otherwise  expire,  an  extension of such grace period  unless the Master
Servicer  obtains for the  Indenture  Trustee  and the Credit  Enhancer an Opinion of Counsel,
addressed  to the  Indenture  Trustee,  the Credit  Enhancer and the Master  Servicer,  to the
effect that the holding by the Trust of such REO Property  subsequent  to such period will not
result in the imposition of taxes on "prohibited  transactions"  as defined in Section 860F of
the Code or cause  REMIC I or REMIC II to fail to  qualify  as a REMIC  (for  federal  (or any
applicable  State or  local)  income  tax  purposes)  at any time  that any  Certificates  are
outstanding,  in which case the Trust may continue to hold such REO  Property  (subject to any
conditions  contained in such Opinion of Counsel).  The Master  Servicer  shall be entitled to
be reimbursed  from the Custodial  Account for any costs incurred in obtaining such Opinion of
Counsel,   as  provided  in  Section  3.03.   Notwithstanding  any  other  provision  of  this
Agreement,  no REO  Property  acquired by the Trust shall be rented (or allowed to continue to
be  rented) or  otherwise  used by or on behalf of the Trust in such a manner or  pursuant  to
any  terms  that  would  (i)  cause  such REO  Property  to fail to  qualify  as  "foreclosure
property"  within the meaning of Section  860G(a)(8)  of the Code or (ii)  subject  REMIC I or
REMIC II to the  imposition  of any federal  income  taxes on the income  earned from such REO
Property,  including  any taxes imposed by reason of Section  860G(c) of the Code,  unless the
Master  Servicer  has agreed to  indemnify  and hold  harmless  the Trust with  respect to the
imposition of any such taxes.

        Any proceeds  from the  purchase or  repurchase  of any Home Equity  Loan,  that occur
before  such Home Equity Loan is deemed  liquidated,  pursuant to the terms of this  Servicing
Agreement  (including without limitation  Sections 2.03, 3.15 and 3.16) will be applied in the
following order of priority:  first, to the Master  Servicer or the related  Subservicer,  all
Servicing  Fees  payable  therefrom  to the  Payment  Date on  which  such  amounts  are to be
deposited  in the  Payment  Account;  second,  as  Interest  Collections,  accrued  and unpaid
interest on the related  Home Equity  Loan,  at the Net Loan Rate to the Payment Date on which
such  amounts  are  to  be  deposited  in  the  Payment  Account;   and  third,  as  Principal
Collections, as a recovery of principal on the Home Equity Loan.

        Liquidation  Proceeds with respect to a Liquidated Home Equity Loan will be applied in
the  following  order of  priority:  first,  to reimburse  the Master  Servicer or the related
Subservicer in accordance  with this Section 3.07 for any  Liquidation  Expenses;  second,  to
the Master  Servicer or the related  Subservicer,  all unpaid  Servicing Fees through the date
of receipt of the final Liquidation Proceeds;  third, as Principal Collections,  as a recovery
of  principal  on the Home  Equity  Loan,  up to an amount  equal to the Loan  Balance  of the
related  Home Equity Loan  immediately  prior to the date it became a  Liquidated  Home Equity
Loan;  fourth,  as  Interest  Collections,  accrued and unpaid  interest  on the related  Home
Equity  Loan at the Net  Loan  Rate  through  the date of  receipt  of the  final  Liquidation
Proceeds; and fifth, to Foreclosure Profits.

        Proceeds  and other  recoveries  from a Home Equity Loan after it becomes a Liquidated
Home Equity Loan will be applied in the following  order of priority:  first, to reimburse the
Master  Servicer or the related  Subservicer  in  accordance  with this  Section  3.07 for any
expenses  previously  unreimbursed  from  Liquidation  Proceeds or otherwise;  second,  to the
Master  Servicer  or the  related  Subservicer,  all unpaid  Servicing  Fees  payable  thereto
through  the  date  of  receipt  of the  proceeds  previously  unreimbursed  from  Liquidation
Proceeds or otherwise;  third,  as Interest  Collections,  up to an amount equal to the sum of
(a) the Loan Balance of the related Home Equity Loan  immediately  prior to the date it became
a Liquidated  Home Equity Loan,  less any Net Liquidation  Proceeds  previously  received with
respect to such Home Equity Loan and applied as a recovery of  principal,  and (b) accrued and
unpaid  interest  on the related  Home  Equity  Loan at the Net Loan Rate  through the date of
deemed liquidation; and fourth, to Foreclosure Profits.

        In the event of a default on a Home  Equity  Loan one or more of whose  obligors  is a
Non-United  States  Person,  in connection  with any  foreclosure  or acquisition of a deed in
lieu of  foreclosure  (together,  "foreclosure")  in respect  of such Home  Equity  Loan,  the
Master  Servicer will cause  compliance  with the  provisions of Treasury  Regulation  Section
1.1445-2(d)(3)  (or any  successor  thereto)  necessary  to  assure  that no  withholding  tax
obligation  arises with respect to the proceeds of such foreclosure  except to the extent,  if
any,  that  proceeds of such  foreclosure  are required to be remitted to the obligors on such
Home Equity Loan.

Section 3.08   ISSUER AND  INDENTURE  TRUSTEE TO  COOPERATE.  On or before each Payment  Date,
the Master  Servicer will notify the Indenture  Trustee or the  Custodian,  with a copy to the
Issuer,  of the  termination of or the payment in full and the  termination of any Home Equity
Loan during the  preceding  Collection  Period.  Upon  receipt of payment in full,  the Master
Servicer is authorized to execute,  pursuant to the  authorization  contained in Section 3.01,
if the  assignments  of Mortgage have been recorded to the extent  required under the Purchase
Agreement,  an instrument of satisfaction regarding the related Mortgage,  which instrument of
satisfaction  shall be recorded by the Master  Servicer if required by  applicable  law and be
delivered to the Person  entitled  thereto and cause the removal from the  registration of the
MERS(R)System of such  Mortgage.  It is  understood  and agreed that any  expenses  incurred in
connection  with such  instrument of satisfaction or transfer shall be reimbursed from amounts
deposited in the Custodial  Account.  From time to time and as  appropriate  for the servicing
or  foreclosure of any Home Equity Loan, the Indenture  Trustee or the Custodian  shall,  upon
request of the Master  Servicer and delivery to the  Indenture  Trustee or  Custodian,  with a
copy to the  Issuer,  of a Request  for  Release,  in the form  annexed  hereto as  Exhibit C,
signed by a Servicing  Officer,  release or cause to be released the related  Mortgage File to
the  Master  Servicer  and the  Issuer  or  Indenture  Trustee  shall  promptly  execute  such
documents,  in the forms  provided  by the  Master  Servicer,  as shall be  necessary  for the
prosecution  of any such  proceedings  or the taking of other  servicing  actions.  Such trust
receipt  shall  obligate  the Master  Servicer to return the  Mortgage  File to the  Indenture
Trustee or the  Custodian  (as specified in such receipt) when the need therefor by the Master
Servicer no longer  exists  unless the Home Equity  Loan shall be  liquidated,  in which case,
upon receipt of a certificate of a Servicing  Officer similar to that  hereinabove  specified,
the trust receipt shall be released to the Master Servicer.

        In order to facilitate the  foreclosure of the Mortgage  securing any Home Equity Loan
that is in default  following  recordation of the  assignments of Mortgage in accordance  with
the provisions of the Purchase  Agreement,  the Indenture  Trustee or the Issuer shall,  if so
requested in writing by the Master  Servicer,  promptly  execute an appropriate  assignment in
the form  provided  by the Master  Servicer to assign such Home Equity Loan for the purpose of
collection to the Master Servicer (any such assignment shall  unambiguously  indicate that the
assignment is for the purpose of collection  only),  and, upon such assignment,  such assignee
for  collection  will  thereupon  bring all  required  actions  in its own name and  otherwise
enforce  the  terms  of the Home  Equity  Loan  and  deposit  or  credit  the Net  Liquidation
Proceeds,  exclusive of Foreclosure  Profits,  received with respect  thereto in the Custodial
Account.  In the event that all  delinquent  payments  due under any such Home Equity Loan are
paid by the  Mortgagor  and any other  defaults are cured,  then the  assignee for  collection
shall  promptly  reassign  such Home  Equity  Loan to the  Indenture  Trustee  and  return all
Related Documents to the place where the related Mortgage File was being maintained.

        In  connection  with the Issuer's  obligation to cooperate as provided in this Section
3.08 and all other  provisions of this Servicing  Agreement  requiring the Issuer to authorize
or permit any  actions  to be taken  with  respect to the Home  Equity  Loans,  the  Indenture
Trustee,  as pledgee of the Home  Equity  Loans and as  assignee  of record of the Home Equity
Loans on behalf of the Issuer  pursuant to Section 3.13 of the  Indenture,  expressly  agrees,
on behalf of the  Issuer,  to take all such  actions on behalf of the  Issuer and to  promptly
execute and return all  instruments  reasonably  required by the Master Servicer in connection
therewith;  provided,  that if the Master  Servicer shall request a signature of the Indenture
Trustee,  on behalf of the Issuer,  the Master Servicer will deliver to the Indenture  Trustee
an Officer's  Certificate  stating that such  signature is necessary or  appropriate to enable
the  Master  Servicer  to  carry  out its  servicing  and  administrative  duties  under  this
Servicing Agreement.

Section 3.09   SERVICING  COMPENSATION;  PAYMENT  OF  CERTAIN  EXPENSES  BY  MASTER  SERVICER.
Subject to Section 3.07, in the event that Liquidation  Proceeds,  Insurance  Proceeds and REO
Proceeds in respect of a Cash  Liquidation or REO  Disposition  exceed the unpaid Loan Balance
of such Home  Equity  Loan  plus  unpaid  interest  accrued  thereon  (including  REO  Imputed
Interest)  at the  related  Net Loan Rate,  the Master  Servicer  shall be  entitled to retain
therefrom  and to pay to itself  and/or the  related  Subservicer,  any  Foreclosure  Profits.
Additional  servicing  compensation  in the form of  assumption  fees,  investment  income  on
amounts in the Custodial  Account or the Certificate  Distribution  Account or otherwise shall
be  retained  by the  Master  Servicer  or the  Subservicer  to the  extent  provided  herein.
Moreover,  additional servicing  compensation in the form of late payment charges,  investment
income on amounts in the Payment  Account and other  receipts  not required to be deposited in
the  Custodial  Account  as  specified  in Section  3.02(b)  shall be  retained  by the Master
Servicer.  The  Master  Servicer  shall be  required  to pay all  expenses  incurred  by it in
connection  with its activities  hereunder  (including  payment of all other fees and expenses
not  expressly  stated  hereunder  to be for the  account of the  Securityholders,  including,
without  limitation,  the fees and expenses of the Owner  Trustee,  Indenture  Trustee and the
Custodian) and shall not be entitled to reimbursement therefor.

Section 3.10   ANNUAL STATEMENT AS TO COMPLIANCE. (a)     The Master  Servicer will deliver to
the  Depositor,  the Issuer,  the Credit  Enhancer and the Indenture  Trustee on or before the
earlier of (a) March 31 of each year or (b) with  respect to any  calendar  year during  which
the  Depositor's  annual  report on Form 10-K is required to be filed in  accordance  with the
Exchange Act and the rules and  regulations  of the  Commission,  the date on which the annual
report  on Form 10-K is  required  to be filed in  accordance  with the  Exchange  Act and the
rules and  regulations of the  Commission,  a servicer  compliance  certificate,  signed by an
authorized  officer of the Master  Servicer,  as described in Item 1123 of  Regulation  AB, to
the effect that:

               (i)    A review  of the  Master  Servicer's  activities  during  the  reporting
period  and of its  performance  under  this  Servicing  Agreement  has been made  under  such
officer's supervision.

               (ii)   To the  best of such  officer's  knowledge,  based on such  review,  the
Master  Servicer has fulfilled all of its  obligations  under this Servicing  Agreement in all
material  respects  throughout the reporting period or, if there has been a failure to fulfill
any such  obligation  in any material  respect,  specifying  each such  failure  known to such
officer and the nature and status thereof.

               The Master Servicer shall use  commercially  reasonable  efforts to obtain from
all other  parties  participating  in the  servicing  function any  additional  certifications
required  under Item 1123 of Regulation  AB to the extent  required to be included in a Report
on Form 10-K; provided,  however,  that a failure to obtain such certifications shall not be a
breach of the Master  Servicer's  duties  hereunder  if any such party fails to deliver such a
certification.

               (b)    The Master  Servicer  shall  deliver  to the  Issuer  and the  Indenture
Trustee,  with a copy  to the  Credit  Enhancer,  promptly  after  having  obtained  knowledge
thereof,  but in no event later than five Business Days  thereafter,  written  notice by means
of an  Officer's  Certificate  of any event  which  with the  giving of notice or the lapse of
time or both, would become a Servicing Default.

Section 3.11   ANNUAL  INDEPENDENT  PUBLIC  ACCOUNTANTS'  SERVICING  REPORT.  On or before the
earlier of (a) March 31 of each year or (b) with  respect to any  calendar  year during  which
the  Depositor's  annual  report on Form 10-K is required to be filed in  accordance  with the
Exchange Act and the rules and  regulations  of the  Commission,  the date on which the annual
report  is  required  to be filed  in  accordance  with the  Exchange  Act and the  rules  and
regulations  of the  Commission,  the Master  Servicer  at its  expense  shall cause a firm of
independent  public  accountants,  which  shall  be  members  of  the  American  Institute  of
Certified Public  Accountants,  to furnish a report to the Depositor and the Indenture Trustee
the  attestation  required under Item 1122(b) of Regulation  AB. In rendering such  statement,
such firm may rely,  as to matters  relating to the direct  servicing  of home equity loans by
Subservicers,  upon comparable  statements for  examinations  conducted by independent  public
accountants  substantially in accordance with standards  established by the American Institute
of Certified Public  Accountants  (rendered within one year of such statement) with respect to
such Subservicers.

Section 3.12   ACCESS TO CERTAIN  DOCUMENTATION  AND  INFORMATION  REGARDING  THE HOME  EQUITY
Loans.  The Master  Servicer shall provide to the Credit  Enhancer,  any  Securityholder  upon
reasonable   request  (or  a  regulator  for  a  Securityholder)  or  the  Indenture  Trustee,
reasonable  access to the  documentation  regarding  the Home Equity  Loans such access  being
afforded  without charge but only upon reasonable  request and during normal business hours at
the offices of the Master  Servicer.  Nothing in this  Section  3.12 shall  derogate  from the
obligation of the Master  Servicer to observe any  applicable  law  prohibiting  disclosure of
information  regarding  the  Mortgagors  and the  failure  of the Master  Servicer  to provide
access as provided in this Section 3.12 as a result of such  obligation  shall not  constitute
a breach of this Section 3.12.

Section 3.13   MAINTENANCE  OF CERTAIN  SERVICING  INSURANCE  POLICIES.  The  Master  Servicer
shall  during the term of its service as  servicer  maintain in force (i) a policy or policies
of insurance  covering  errors and omissions in the  performance of its  obligations as master
servicer  hereunder  and  (ii) a  fidelity  bond in  respect  of its  officers,  employees  or
agents.  Each such policy or policies  and bond shall be at least equal to the  coverage  that
would be required by Fannie Mae or Freddie Mac,  whichever is greater,  for Persons performing
servicing  for Home Equity Loans  purchased by such  entity.  Coverage of the Master  Servicer
under a policy or bond  obtained by an Affiliate  of the Master  Servicer  and  providing  the
coverage required by this Section 3.13 shall satisfy the requirements of this Section 3.13.

Section 3.14   INFORMATION   REQUIRED  BY  THE  INTERNAL   REVENUE   SERVICE  AND  REPORTS  OF
FORECLOSURES  AND  ABANDONMENTS OF MORTGAGED  PROPERTY.  The Master Servicer shall prepare and
deliver all federal and state  information  reports with respect to the Home Equity Loans when
and as required by all  applicable  state and federal  income tax laws.  In  particular,  with
respect to the  requirement  under  Section  6050J of the Code to the  effect  that the Master
Servicer or Subservicer  shall make reports of foreclosures  and abandonments of any mortgaged
property  for each year  beginning  in 2007,  the Master  Servicer or  Subservicer  shall file
reports  relating to each instance  occurring  during the previous  calendar  year  commencing
with the fiscal year 2007 in which the Master  Servicer (i) on behalf of the Issuer,  acquires
an interest in any Mortgaged  Property through  foreclosure or other comparable  conversion in
full or partial  satisfaction  of a Home Equity Loan, or (ii) knows or has reason to know that
any  Mortgaged  Property  has  been  abandoned.  The  reports  from  the  Master  Servicer  or
Subservicer  shall be in form and  substance  sufficient  to meet the  reporting  requirements
imposed by Section 6050J and Section 6050H (reports  relating to mortgage  interest  received)
of the Code.

Section 3.15   OPTIONAL REPURCHASE OR TRANSFER OF HOME EQUITY LOANS.

               (a)     Notwithstanding  any  provision  in Section 3.07 to the  contrary,  the
Master  Servicer,  at its option and in its sole  discretion,  may  repurchase any Home Equity
Loan that is  delinquent  in payment  for a period of 90 days or longer  for a price  equal to
the  Repurchase  Price;  provided that such Home Equity Loan is 90 days or more  delinquent at
the time of  repurchase.  If at any time the Master  Servicer  makes a payment to the  Payment
Account  covering  the amount of the  Repurchase  Price for such a Home Equity  Loan,  and the
Master  Servicer  provides  to the  Indenture  Trustee a  certification  signed by a Servicing
Officer  stating  that the amount of such payment has been  deposited in the Payment  Account,
then the  Indenture  Trustee  shall  execute  the  assignment  of such Home Equity Loan at the
request of the Master  Servicer  without  recourse,  representation  or warranty to the Master
Servicer which shall succeed to all the Indenture  Trustee's right,  title and interest in and
to such Loan, and all security and documents  relative  thereto.  Such assignment  shall be an
assignment  outright and not for security.  The Master  Servicer will  thereupon own such Home
Equity  Loan,  and all such  security and  documents,  free of any further  obligation  to the
Indenture Trustee or the Securityholders with respect thereto.

               (b)    Subject to the conditions  set forth below,  the Master  Servicer,  upon
receipt of written notice and direction  from the Issuer,  shall cause the retransfer of Group
II Loans from the  Indenture  Trustee to the Issuer as of the close of  business  on a Payment
Date (the "Transfer  Date").  On the fifth Business Day (the "Transfer  Notice Date") prior to
the Transfer Date  designated  in such notice,  the Master  Servicer  shall give the Indenture
Trustee,  the Rating  Agencies  and the Credit  Enhancer a notice of the  proposed  retransfer
that contains a list of the Home Equity Loans to be  retransferred.  Such retransfers of Group
II Loans shall be permitted upon satisfaction of the following conditions:

(i)     No Amortization Event has occurred or will result from such retransfer;

(ii)    On the Transfer Date, the Group II  Overcollateralization  Amount (after giving effect
to the removal  from the Trust of the Group II Loans  proposed to be  transferred)  will equal
or exceed Group II Required Overcollateralization Amount;

(iii)   On or before the  Transfer  Date,  the Master  Servicer  shall have  delivered  to the
Indenture  Trustee  and the  Custodian  a  revised  Group II Loan  Schedule  showing  that the
applicable Group II Loans are no longer owned by the Trust;

(iv)    The Master  Servicer shall represent and warrant that the Group II Loans to be removed
from the Trust were  selected  at random  and the Master  Servicer  shall  have  received  the
consent of the Credit  Enhancer as to the  selection  of the  particular  Group II Loans to be
removed; and

(v)     The Master  Servicer  shall have  delivered  to the  Indenture  Trustee and the Credit
Enhancer an officer's  certificate  certifying that the items set forth in  subparagraphs  (i)
through  (iv),  inclusive,  have been  performed or are true and correct,  as the case may be.
The Indenture  Trustee may  conclusively  rely on such  officer's  certificate,  shall have no
duty to make  inquiries  with  regard to the  matters  set forth  therein  and shall  incur no
liability in so relying.

        The Master  Servicer  shall not be permitted to effect the  retransfer of any Group II
Loan except under the conditions  specified  above.  Upon  receiving the requisite  notice and
direction  from the Issuer,  the Master  Servicer  shall perform in a timely manner those acts
required  of it,  as  specified  above.  Upon  satisfaction  of the above  conditions,  on the
Transfer Date the Indenture Trustee shall deliver,  or cause to be delivered,  to the Issuer a
written  itemization of each Group II Loan being transferred,  together with the Mortgage File
for each such Home Equity Loan,  and the  Indenture  Trustee  shall execute and deliver to the
Issuer or its  designee  such other  documents  prepared  by the Master  Servicer  as shall be
reasonably  necessary  to  transfer  such  Group II Loans to the Group II  Certificateholders.
Any such  transfer  of the  Trust's  right,  title and  interest  in and to the Group II Loans
shall be without  recourse,  representation  or warranty by or of the Indenture Trustee or the
Trust to the Issuer or its designee.






ARTICLE IV

                                    SERVICING CERTIFICATE

Section 4.01   STATEMENTS  TO  SECURITYHOLDERS.  (a) With respect to each Payment Date, on the
Business Day  following  the related  Determination  Date (or with respect to any Payment Date
for which a draw on either  the Group I Policy  or the Group II Policy  will  occur,  no later
than  12:00 p.m.  New York City  time,  on the  second  Business  Day prior to the  applicable
Payment  Date;  provided,  however,  that the Master  Servicer  shall  provide  the  Indenture
Trustee  with written  notice of any  required  draw on either the Group I Policy or the Group
II Policy  prior to 9:00 a.m.  New York City  time,  on the second  Business  Day prior to the
applicable  Payment Date), the Master Servicer shall forward to the Indenture  Trustee and the
Indenture   Trustee   pursuant  to  Section  3.26  of  the  Indenture   shall  make  available
electronically  at  www.etrustee.net  to  each  Certificateholder,   Noteholder,   the  Credit
Enhancer,  the Depositor,  the Owner  Trustee,  the  Certificate  Paying Agent and each Rating
Agency, a statement setting forth the following  information (the "Servicing  Certificate") as
to the Notes and Certificates, to the extent applicable:

(i)     the applicable Record Date, Determination Date and Payment Date;

(ii)    the aggregate amount of payments received with respect to the Home Equity Loans,
including prepayment amounts;

(iii)   the Servicing Fee and Subservicing Fee payable to the Subservicer;

(iv)    [Reserved];

(v)     for each of Loan  Group I and Loan  Group II,  the  aggregate  amount of (a)  Interest
Collections,  (b)  Principal  Collections  and (c)  Substitution  Adjustment  Amounts for such
Collection Period;

(vi)    the amount paid as principal to the Noteholders of each Class of Notes;

(vii)   for each of Loan  Group I and Loan  Group  II,  the  amount  paid as  interest  to the
Noteholders  of each Class of Notes,  separately  stating  the  portion  thereof in respect of
Prepayment  Interest  Shortfalls,  Relief Act  Shortfalls,  Group I Net WAC Cap  Shortfalls or
Group II Net WAC Cap Shortfalls, if any;

(viii)  for each of Loan  Group I and Loan  Group  II,  the  aggregate  Interest  Distribution
Amount  remaining  unpaid,  if any, for each Class of Class I Notes and Class II Notes,  after
giving effect to the payments made on such Payment Date;

(ix)    [Reserved];

(x)     the amount of any draw on the Group I Policy or the Group II Policy  for such  Payment
Date,  the  amount  paid to the  Credit  Enhancer  in  reimbursement  for prior  draws and the
aggregate amount of prior draws under the Policies not yet reimbursed;

(xi)    for each of Loan  Group I and Loan  Group  II,  the  amount  of such  distribution  as
principal and interest to the  Certificateholders of the Certificates,  separately stating the
portion thereof which resulted in a reduction of the Certificate Loan Balance thereof;

(xii)   the  aggregate  Loan Balance of the Home Equity Loans in each Loan Group as of the end
of the preceding Collection Period;

(xiii)  the aggregate  amount of Additional  Balances on the Home Equity Loans created  during
the previous Collection Period conveyed to the Issuer;

(xiv)   for each of Loan Group I and Loan Group II, the number and aggregate  Loan Balances of
Home  Equity  Loans (a) as to which the Minimum  Monthly  Payment is  Delinquent  for 30 to 59
days, 60 to 89 days and 90 or more days,  respectively,  (b) that are  foreclosed and (c) that
have  become  REO,  in each case as of the end of the  related  Collection  Period;  provided,
however,  that such information  will not be provided on the statements  relating to the first
Payment Date;

(xv)    the Note Rate for each Class of Class I Notes and Class II Notes,  the Group I Net WAC
Rate and the Group II Net WAC Rate for the related Collection Period;

(xvi)   for each of Loan Group I and Loan Group II, the  aggregate  Liquidation  Loss  Amounts
with  respect  to  the  related   Collection  Period,  the  amount  of  any  Liquidation  Loss
Distribution  Amounts with respect to the Notes,  and the  aggregate of the  Liquidation  Loss
Amounts from all  Collection  Periods to date  expressed as dollars and as a percentage of the
aggregate Cut-off Date Loan Balance for such Loan Group;

(xvii)  for each  Loan  Group,  the  aggregate  Bankruptcy  Losses  and  losses  caused  by or
resulting from an Extraordinary  Event with respect to the related  Collection  Period and the
aggregate of each of such losses from all Collection Periods to date;

(xviii) for each of Loan  Group I and Loan  Group II,  the  Security  Balance of each Class of
Notes and the Certificate  Principal Balance of the related  Certificates  after giving effect
to the distribution of principal on such Payment Date;

(xix)   the  aggregate  Servicing  Fees for the related  Collection  Period and the  aggregate
amount of Draws for the related Collection Period;

(xx)    the  number  and amount of any  increases  in the Credit  Limits of the Group II Loans
during the related Collection Period;

(xxi)   the Group I Overcollateralization  Amount, the Group II Overcollateralization  Amount,
the Group I Required  Overcollateralization  Amount  immediately  following  such Payment Date
and the Group II Required  Overcollateralization  Amount  immediately  following  such Payment
Date;

(xxii)  any  material  modifications,  extensions  or waivers to the terms of the Home  Equity
Loans during the Collection Period or that have cumulatively become material over time;

(xxiii) any material breaches of Home Equity Loan  representations  or warranties or covenants
in the Purchase Agreement;

(xxiv)  the number and  principal  amount of release  agreements  pursuant to Section  3.05(c)
entered into during the calendar year and since the Closing Date, stated  separately,  for the
Group II Loans and, the  aggregate  outstanding  principal  amount of such release  agreements
expressed as a  percentage  of the Pool  Balance for Loan Group II with  information  provided
separately  with respect to all  Unsecured  Loans and (2) the number and  principal  amount of
Capitalization  Workouts pursuant to Section  3.02(a)(v) entered into during the calendar year
and since the Closing Date,  stated  separately for each of Loan Group I and Loan Group II and
the aggregate  outstanding amount of the Capitalization  Workouts expressed as a percentage of
the respective Pool Balance;

(xxv)   the calculation of any Servicing Trigger or Trigger Event;

(xxvi)  the amount of any RAHI Premium  payable  pursuant to Section 3.05(e) of the Indenture;
and

(xxvii) the  amount of the  premiums  on the  Policies  pursuant  to  Section  3.05(a)  of the
Indenture.

        In the case of  information  furnished  pursuant to clauses (ii) and (iii) above,  the
amounts  shall be expressed as an aggregate  dollar  amount per Variable  Funding  Note,  Term
Note or Certificate, as applicable, with a $1,000 denomination.

        If an  Amortization  Event or  Servicing  Default  shall  occur,  on the  Business Day
following the related  Determination  Date, the Master Servicer shall forward to the Indenture
Trustee,  a statement  of such  effect,  including  the nature of such  Amortization  Event or
Servicing  Default.  The  Indenture  Trustee shall deliver or cause to be delivered by mail to
the Credit Enhancer notice of such Amortization  Event or Servicing  Default,  including,  the
nature  thereof.  Such statement may be included in, or separate  from, the regular  statement
to Securityholders.

        In addition,  the Master  Servicer  shall forward to the  Indenture  Trustee any other
information  reasonably  requested by the Indenture  Trustee  necessary to make  distributions
pursuant to Section  3.05 of the  Indenture.  Prior to the close of  business on the  Business
Day next  succeeding  each  Determination  Date,  the Master  Servicer shall furnish a written
statement  to the  Certificate  Paying  Agent  and the  Indenture  Trustee  setting  forth the
aggregate  amounts required to be withdrawn from the Custodial  Account and deposited into the
Payment  Account on the Business Day  preceding  the related  Payment Date pursuant to Section
3.03.  The  determination  by the  Master  Servicer  of such  amounts  shall be  presumptively
deemed to be correct for all purposes  hereunder and the Owner  Trustee and Indenture  Trustee
shall be protected in relying upon the same  without any  independent  check or  verification.
In addition,  upon the Issuer's  written  request,  the Master Servicer shall promptly furnish
information  reasonably  requested  by the Issuer that is  reasonably  available to the Master
Servicer  to  enable  the  Issuer to  perform  its  federal  and state  income  tax  reporting
obligations.

Section 4.02   TAX REPORTING.  So long as Residential  Funding  Company,  LLC or any Affiliate
thereof owns 100% of the  Certificates,  then no separate federal and state income tax returns
and  information  returns or reports will be filed with respect to the Issuer,  and the Issuer
will be  treated  as an  entity  wholly  owned by  Residential  Funding  Company,  LLC or such
Affiliate.

Section 4.03   EXCHANGE ACT REPORTING.

        (a)    The Master  Servicer  shall,  on behalf of the  Depositor and in respect of the
Trust Estate,  sign and cause to be filed with the  Commission any periodic  reports  required
to be filed under the  provisions  of the Exchange Act, and the rules and  regulations  of the
Commission  thereunder  including,  without  limitation,  reports on Form 10-K,  Form 10-D and
Form 8-K.  In  connection  with the  preparation  and  filing of such  periodic  reports,  the
Indenture  Trustee shall timely provide to the Master  Servicer (I) a list of  Securityholders
as shown on the  Certificate  Register  and the Note  Register as of the end of each  calendar
year, (II) copies of all pleadings,  other legal process and any other  documents  relating to
any claims,  charges or complaints  involving the Indenture Trustee, as trustee hereunder,  or
the Trust  Estate that are  received by the  Indenture  Trustee,  (III)  notice of all matters
that, to the actual  knowledge of a Responsible  Officer of the Indenture  Trustee,  have been
submitted  to a  vote  of the  Securityholders,  other  than  those  matters  that  have  been
submitted  to a vote of the  Securityholders  at the  request of the  Depositor  or the Master
Servicer,  and (IV) notice of any failure of the  Indenture  Trustee to make any  distribution
to the  Securityholders  as required  pursuant to this Agreement.  Neither the Master Servicer
nor the  Indenture  Trustee  shall have any  liability  with respect to the Master  Servicer's
failure to properly  prepare or file such periodic  reports  resulting from or relating to the
Master  Servicer's  inability  or failure to obtain any  information  not  resulting  from the
Master Servicer's own negligence or willful misconduct

        (b)    Any Form 10-K filed with the  Commission in  connection  with this Section 4.03
shall include:

(i)     A certification,  signed by the senior officer in charge of the servicing functions of
the Master  Servicer,  in the form  attached  as Exhibit E hereto or such other form as may be
required or permitted by the Commission  (the "Form 10-K  Certification"),  in compliance with
Rules  13a-14  and  15d-14  under  the  Exchange  Act and  any  additional  directives  of the
Commission.

(ii)    A report  regarding its  assessment of compliance  during the preceding  calendar year
with all  applicable  servicing  criteria set forth in relevant  Commission  regulations  with
respect to  mortgage-backed  securities  transactions  taken as a whole  involving  the Master
Servicer  that are backed by the same types of assets as those  backing the  certificates,  as
well  as  similar   reports  on  assessment   of   compliance   received  from  other  parties
participating in the servicing  function as required by relevant  Commission  regulations,  as
described in Item 1122(a) of Regulation  AB. The Master  Servicer  shall obtain from all other
parties participating in the servicing function any required certifications.

(iii)   With respect to each  assessment  report  described  immediately  above, a report by a
registered  public  accounting  firm that attests to, and reports on, the  assessment  made by
the  asserting  party,  as set forth in  relevant  Commission  regulations,  as  described  in
Regulation 1122(b) of Regulation AB and Section 3.11.

(iv)    The servicer compliance certificate required to be delivered pursuant Section 3.10.

        (c)    In connection  with the Form 10-K  Certification,  the Indenture  Trustee shall
provide the Master Servicer with a back-up  certification  substantially  in the form attached
hereto as Exhibit F.

        (d)    This Section 4.03 may be amended in accordance  with this  Servicing  Agreement
without the consent of the Securityholders.

        (e)    The Indenture Trustee shall make available on the Indenture  Trustee's internet
website each of the reports filed with the  Commission by or on behalf of the Depositor  under
the  Exchange  Act, as soon as  reasonably  practicable  upon  delivery of such reports to the
Indenture Trustee.






ARTICLE V

                                       PAYMENT ACCOUNT

Section 5.01   PAYMENT ACCOUNT.  The Indenture  Trustee shall establish and maintain a Payment
Account titled "LaSalle Bank National  Association,  as Indenture Trustee,  for the benefit of
the  Securityholders,  the Certificate  Paying Agent and the Credit  Enhancer  pursuant to the
Indenture,  dated as of May 30,  2007,  between Home Equity Loan Trust  2007-HSA3  and LaSalle
Bank  National  Association".  The  Payment  Account  shall be an  Eligible  Account.  On each
Payment Date,  amounts on deposit in the Payment  Account will be distributed by the Indenture
Trustee in accordance with Section 3.05 of the Indenture.  The Indenture  Trustee shall,  upon
written  request from the Master  Servicer,  invest or cause the  institution  maintaining the
Payment  Account  to  invest  the  funds  in the  Payment  Account  in  Permitted  Investments
designated  in the name of the  Indenture  Trustee,  which  shall  mature  not later  than the
Business  Day next  preceding  the Payment  Date next  following  the date of such  investment
(except  that (i) any  investment  in the  institution  with  which  the  Payment  Account  is
maintained or any  investment  in a fund for which the  institution  acts as a custodian,  may
mature on such Payment Date and (ii) any other  investment  may mature on such Payment Date if
the  Indenture  Trustee  advances  funds on such  Payment  Date to the Payment  Account in the
amount  payable on such  investment  on such  Payment  Date,  pending  receipt  thereof to the
extent  necessary to make  distributions  on the Securities) and shall not be sold or disposed
of prior to  maturity.  All income and gain  realized  from any such  investment  shall be for
the benefit of the Master  Servicer and shall be subject to its  withdrawal or order from time
to time.  The  amount of any losses  incurred  in  respect  of any such  investments  shall be
deposited in the Payment  Account by the Master  Servicer out of its own funds  immediately as
realized.






ARTICLE VI

                                     THE MASTER SERVICER

Section 6.01   LIABILITY  OF THE  MASTER  SERVICER.  The  Master  Servicer  shall be liable in
accordance  herewith  only to the  extent of the  obligations  specifically  imposed  upon and
undertaken by the Master Servicer herein.

Section 6.02   MERGER OR  CONSOLIDATION  OF, OR ASSUMPTION OF THE  OBLIGATIONS  OF, THE MASTER
SERVICER.  Any Person  into  which the  Master  Servicer  may be merged or  converted  or with
which  it may be  consolidated,  or any  Person  resulting  from  any  merger,  conversion  or
consolidation  to which the Master Servicer shall be a party, or any Person  succeeding to the
business of the Master  Servicer,  shall be the successor of the Master  Servicer,  hereunder,
without  the  execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

        The Master  Servicer  may assign its rights and  delegate  its duties and  obligations
under this  Servicing  Agreement;  provided,  that the Person  accepting  such  assignment  or
delegation  shall be a Person which is qualified to service Home Equity  Loans,  is reasonably
satisfactory  to the Indenture  Trustee (as pledgee of the Home Equity Loans),  the Issuer and
the Credit  Enhancer,  is willing to service the Home Equity  Loans and  executes and delivers
to the  Indenture  Trustee  and the  Issuer an  agreement,  in form and  substance  reasonably
satisfactory to the Credit Enhancer,  the Indenture Trustee and the Issuer,  which contains an
assumption  by  such  Person  of the due  and  punctual  performance  and  observance  of each
covenant  and  condition  to be  performed  or  observed  by the  Master  Servicer  under this
Servicing  Agreement;  provided,  further,  that each Rating Agency's rating of the Securities
in  effect  immediately  prior  to such  assignment  and  delegation  will  not be  qualified,
reduced,  or  withdrawn  as a result of such  assignment  and  delegation  (as  evidenced by a
letter  to such  effect  from  each  Rating  Agency),  if  determined  without  regard  to the
Policies; and provided,  further, that the Owner Trustee receives an Opinion of Counsel to the
effect  that such  assignment  or  delegation  shall not  cause the Trust to be  treated  as a
corporation for federal or state income tax purposes.


Section 6.03   LIMITATION ON LIABILITY OF THE MASTER  SERVICER AND OTHERS.  Neither the Master
Servicer nor any of the  directors  or officers or employees or agents of the Master  Servicer
shall be under any liability to the Issuer,  the Owner Trustee,  the Indenture  Trustee or the
Securityholders  for any action taken or for refraining  from the taking of any action in good
faith pursuant to this Servicing Agreement,  provided,  however, that this provision shall not
protect the Master  Servicer or any such Person  against any liability  which would  otherwise
be  imposed  by reason  of its  willful  misfeasance,  bad  faith or gross  negligence  in the
performance  of  its  duties  hereunder  or  by  reason  of  its  reckless  disregard  of  its
obligations  and  duties  hereunder.  The  Master  Servicer  and any  director  or  officer or
employee or agent of the Master  Servicer  may rely in good faith on any  document of any kind
prima facie  properly  executed and  submitted by any Person  respecting  any matters  arising
hereunder.  The Master  Servicer  and any  director  or officer  or  employee  or agent of the
Master  Servicer  shall be  indemnified  by the Issuer  and held  harmless  against  any loss,
liability or expense  incurred in connection  with any legal action relating to this Servicing
Agreement or the  Securities,  including any amount paid to the Owner Trustee or the Indenture
Trustee  pursuant to Section  6.06(b),  other than any loss,  liability or expense incurred by
reason of its willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties  hereunder  or by  reason of its  reckless  disregard  of its  obligations  and  duties
hereunder.  The Master  Servicer shall not be under any obligation to appear in,  prosecute or
defend any legal  action  which is not  incidental  to its duties to service  the Home  Equity
Loans in accordance  with this  Servicing  Agreement,  and which in its opinion may involve it
in any expense or  liability;  provided,  however,  that the Master  Servicer  may in its sole
discretion  undertake  any such action which it may deem  necessary or desirable in respect of
this  Servicing  Agreement,  and the rights and duties of the parties hereto and the interests
of the  Securityholders.  In such  event,  the  reasonable  legal  expenses  and costs of such
action and any liability resulting  therefrom shall be expenses,  costs and liabilities of the
Issuer,  and the Master  Servicer  shall be entitled  to be  reimbursed  therefor.  The Master
Servicer's  right to indemnity or  reimbursement  pursuant to this Section 6.03 shall  survive
any  resignation or termination of the Master  Servicer  pursuant to Section 6.04 or 7.01 with
respect to any losses,  expenses,  costs or liabilities  arising prior to such  resignation or
termination (or arising from events that occurred prior to such resignation or termination).

Section 6.04   MASTER  SERVICER NOT TO RESIGN.  Subject to the provisions of Section 6.02, the
Master  Servicer shall not resign from the  obligations and duties hereby imposed on it except
(i) upon  determination  that the  performance of its  obligations or duties  hereunder are no
longer  permissible  under applicable law or are in material  conflict by reason of applicable
law with any other activities  carried on by it or its  subsidiaries or Affiliates,  the other
activities  of the  Master  Servicer  so causing  such a  conflict  being of a type and nature
carried  on by the Master  Servicer  or its  subsidiaries  or  Affiliates  at the date of this
Servicing  Agreement or (ii) upon  satisfaction  of the following  conditions:  (a) the Master
Servicer  has  proposed  a  successor  servicer  to the Issuer  and the  Indenture  Trustee in
writing and such  proposed  successor  servicer is reasonably  acceptable  to the Issuer,  the
Indenture  Trustee and the Credit  Enhancer;  (b) each Rating  Agency  shall have  delivered a
letter to the Issuer,  the Credit Enhancer and the Indenture  Trustee prior to the appointment
of the successor  servicer  stating that the proposed  appointment of such successor  servicer
as Master  Servicer  hereunder  will not result in the  reduction  or  withdrawal  of the then
current rating of the Securities,  if determined without regard to the Policies;  and (c) such
proposed successor servicer is reasonably  acceptable to the Credit Enhancer,  as evidenced by
a  letter  to  the  Issuer  and  the  Indenture  Trustee;  provided,  however,  that  no  such
resignation by the Master Servicer shall become  effective  until such successor  servicer or,
in the case of (i) above, the Indenture  Trustee,  as pledgee of the Home Equity Loans,  shall
have  assumed  the  Master  Servicer's  responsibilities  and  obligations  hereunder  or  the
Indenture  Trustee,  as pledgee of the Home Equity  Loans,  shall have  designated a successor
servicer in accordance  with Section 7.02. Any such  resignation  shall not relieve the Master
Servicer of responsibility  for any of the obligations  specified in Sections 7.01 and 7.02 as
obligations  that survive the  resignation  or termination  of the Master  Servicer.  Any such
determination  permitting  the  resignation  of the Master  Servicer  shall be evidenced by an
Opinion of Counsel to such effect delivered to the Indenture Trustee and the Credit Enhancer.

Section 6.05   DELEGATION OF DUTIES.  In the ordinary course of business,  the Master Servicer
at any time may  delegate  any of its duties  hereunder  to any Person,  including  any of its
Affiliates,  who agrees to conduct such duties in  accordance  with  standards  comparable  to
those with which the Master  Servicer  complies  pursuant  to Section  3.01.  Such  delegation
shall not relieve the Master  Servicer of its liabilities  and  responsibilities  with respect
to such duties and shall not constitute a resignation within the meaning of Section 6.04.

Section 6.06   MASTER  SERVICER  TO PAY  INDENTURE  TRUSTEE'S  AND  OWNER  TRUSTEE'S  FEES AND
EXPENSES; INDEMNIFICATION.  (a)     The  Master  Servicer  covenants  and agrees to pay to the
Owner  Trustee,  the Indenture  Trustee and any  co-trustee  of the  Indenture  Trustee or the
Owner Trustee from time to time,  and the Owner  Trustee,  the Indenture  Trustee and any such
co-trustee shall be entitled to,  reasonable  compensation  (which shall not be limited by any
provision  of law in regard to the  compensation  of a trustee  of an  express  trust) for all
services  rendered  by each of them in the  execution  of the trusts  created  under the Trust
Agreement  and the  Indenture  and in the  exercise and  performance  of any of the powers and
duties under the Trust  Agreement or the Indenture,  as the case may be, of the Owner Trustee,
the Indenture  Trustee and any  co-trustee,  and the Master Servicer will pay or reimburse the
Indenture Trustee and any co-trustee upon request for all reasonable  expenses,  disbursements
and advances  incurred or made by the Indenture  Trustee or any co-trustee in accordance  with
any of the  provisions of this Servicing  Agreement or the Indenture  except any such expense,
disbursement or advance as may arise from its negligence, willful misfeasance or bad faith.

               (b)    The Master  Servicer  agrees to indemnify the Indenture  Trustee and the
Owner Trustee for, and to hold the Indenture  Trustee and the Owner  Trustee,  as the case may
be, harmless against,  any loss,  liability or expense incurred without negligence,  bad faith
or willful  misconduct on the part of the Indenture Trustee or the Owner Trustee,  as the case
may be,  arising out of, or in connection  with,  the  acceptance  and  administration  of the
Issuer and the assets thereof,  including the costs and expenses  (including  reasonable legal
fees and expenses) of defending the Indenture  Trustee or the Owner  Trustee,  as the case may
be,  against any claim in connection  with the exercise or performance of any of its powers or
duties under any Basic Document, provided that:

(i)     with respect to any such claim,  the Indenture  Trustee or Owner Trustee,  as the case
may be,  shall  have given the Master  Servicer  written  notice  thereof  promptly  after the
Indenture Trustee or Owner Trustee, as the case may be, shall have actual knowledge thereof;

(ii)    while maintaining  control over its own defense,  the Issuer, the Indenture Trustee or
Owner  Trustee,  as the case  may be,  shall  cooperate  and  consult  fully  with the  Master
Servicer in preparing such defense; and

(iii)   notwithstanding  anything in this  Servicing  Agreement  to the  contrary,  the Master
Servicer  shall not be liable  for  settlement  of any claim by the  Indenture  Trustee or the
Owner  Trustee,  as the case may be,  entered  into  without  the prior  consent of the Master
Servicer.

        No termination of this Servicing  Agreement  shall affect the  obligations  created by
this Section  6.06 of the Master  Servicer to indemnify  the  Indenture  Trustee and the Owner
Trustee under the conditions and to the extent set forth herein.

        Notwithstanding the foregoing,  the indemnification provided by the Master Servicer in
this  Section  6.06(b)  shall not be available  (a) for any loss,  liability or expense of the
Indenture  Trustee or the Owner Trustee,  including the costs and expenses of defending itself
against any claim,  incurred in connection with any actions taken by the Indenture  Trustee or
the Owner Trustee at the direction of the Noteholders or  Certificateholders,  as the case may
be,  pursuant to the terms of this  Servicing  Agreement or (b) where  indemnification  by the
Indenture Trustee is required pursuant to Section 9.05(a).






ARTICLE VII

                                           DEFAULT

Section 7.01   SERVICING  DEFAULT.  If any one of the following events  ("Servicing  Default")
shall occur and be continuing:

               (a)    Any failure by the Master  Servicer to deposit in the Custodial  Account
or  Payment  Account  any  deposit  required  to be made  under  the  terms of this  Servicing
Agreement  which  continues  unremedied for a period of five Business Days after the date upon
which  written  notice of such  failure  shall have been given to the Master  Servicer  by the
Issuer or the  Indenture  Trustee,  or to the Master  Servicer,  the Issuer and the  Indenture
Trustee by the Credit Enhancer; or

               (b)    Failure  on the part of the Master  Servicer  duly to observe or perform
in any material  respect any other  covenants or agreements  of the Master  Servicer set forth
in the Securities or in this Servicing  Agreement,  which  failure,  in each case,  materially
and  adversely  affects the  interests  of  Securityholders  or the Credit  Enhancer and which
continues  unremedied  for a period of 45 days after the date on which written  notice of such
failure,  requiring  the same to be  remedied,  and  stating  that such notice is a "Notice of
Default"  hereunder,  shall  have  been  given to the  Master  Servicer  by the  Issuer or the
Indenture  Trustee,  or to the Master  Servicer,  the Issuer and the Indenture  Trustee by the
Credit Enhancer; or

               (c)    The entry  against  the Master  Servicer of a decree or order by a court
or agency or supervisory  authority  having  jurisdiction  in the premises for the appointment
of a  trustee,  conservator,  receiver  or  liquidator  in  any  insolvency,  conservatorship,
receivership,  readjustment  of  debt,  marshalling  of  assets  and  liabilities  or  similar
proceedings,  or for the winding up or liquidation of its affairs,  and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days; or

               (d)    The Master Servicer shall  voluntarily go into  liquidation,  consent to
the  appointment of a conservator,  receiver,  liquidator or similar person in any insolvency,
readjustment  of debt,  marshalling  of assets and  liabilities  or similar  proceedings of or
relating  to  the  Master  Servicer  or of or  relating  to all  or  substantially  all of its
property,  or  a  decree  or  order  of  a  court,  agency  or  supervisory  authority  having
jurisdiction  in the premises for the  appointment of a conservator,  receiver,  liquidator or
similar  person  in  any  insolvency,   readjustment  of  debt,   marshalling  of  assets  and
liabilities  or similar  proceedings,  or for the  winding-up or  liquidation  of its affairs,
shall have been  entered  against  the Master  Servicer  and such  decree or order  shall have
remained in force  undischarged,  unbonded or unstayed for a period of 60 days;  or the Master
Servicer  shall admit in writing its inability to pay its debts  generally as they become due,
file a petition to take  advantage of any  applicable  insolvency or  reorganization  statute,
make an assignment  for the benefit of its  creditors or  voluntarily  suspend  payment of its
obligations,

then,  and in every such case, so long as a Servicing  Default shall not have been remedied by
the Master  Servicer,  either the Issuer or the  Indenture  Trustee,  with the  consent of the
Credit  Enhancer,  or the  Credit  Enhancer,  by notice  then  given in  writing to the Master
Servicer  (and to the Issuer and the  Indenture  Trustee if given by the Credit  Enhancer) may
terminate  all of the rights and  obligations  of the Master  Servicer as servicer  under this
Servicing  Agreement other than its right to receive  servicing  compensation and expenses for
servicing  the  Home  Equity  Loans  hereunder  during  any  period  prior to the date of such
termination  and  the  Issuer  or the  Indenture  Trustee,  with  the  consent  of the  Credit
Enhancer,  or the Credit Enhancer may exercise any and all other remedies  available at law or
equity.  Any such notice to the Master  Servicer  shall also be given to each  Rating  Agency,
the Credit  Enhancer  and the Issuer.  On or after the receipt by the Master  Servicer of such
written  notice,  all  authority  and  power  of the  Master  Servicer  under  this  Servicing
Agreement,  whether with  respect to the  Securities  or the Home Equity  Loans or  otherwise,
shall pass to and be vested in the Indenture  Trustee as pledgee of the Home Equity Loans,  as
successor Master Servicer  pursuant to and under this Section 7.01; and,  without  limitation,
the Indenture  Trustee is hereby  authorized  and empowered to execute and deliver,  on behalf
of the Master  Servicer,  as  attorney-in-fact  or otherwise,  any and all documents and other
instruments,  and to do or accomplish  all other acts or things  necessary or  appropriate  to
effect the  purposes  of such notice of  termination,  whether to complete  the  transfer  and
endorsement  of each  Home  Equity  Loan and  related  documents,  or  otherwise.  The  Master
Servicer  agrees to cooperate with the Indenture  Trustee in effecting the  termination of the
responsibilities and rights of the Master Servicer hereunder,  including,  without limitation,
the  transfer  to the  Indenture  Trustee  for the  administration  by it of all cash  amounts
relating to the Home Equity  Loans that shall at the time be held by the Master  Servicer  and
to be  deposited by it in the  Custodial  Account,  or that have been  deposited by the Master
Servicer in the Custodial  Account or thereafter  received by the Master Servicer with respect
to the Home Equity Loans.  All reasonable costs and expenses  (including,  but not limited to,
attorneys'  fees)  incurred in connection  with amending this  Servicing  Agreement to reflect
such  succession  as  Master  Servicer  pursuant  to this  Section  7.01  shall be paid by the
predecessor  Master Servicer (or if the predecessor  Master Servicer is the Indenture Trustee,
the initial Master Servicer) upon  presentation of reasonable  documentation of such costs and
expenses.

        Notwithstanding  any termination of the activities of the Master  Servicer  hereunder,
the Master  Servicer shall be entitled to receive,  out of any late collection of a payment on
a Home  Equity  Loan  which was due prior to the  notice  terminating  the  Master  Servicer's
rights and  obligations  hereunder and received  after such notice,  that portion to which the
Master  Servicer  would have been entitled  pursuant to Sections 3.03 and 3.09,  and any other
amounts payable to the Master  Servicer  hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

        Notwithstanding  the  foregoing,  a delay in or failure of  performance  under Section
7.01(a)  or under  Section  7.01(b)  after the  applicable  grace  periods  specified  in such
Sections,  shall not  constitute  a  Servicing  Default if such delay or failure  could not be
prevented by the  exercise of  reasonable  diligence by the Master  Servicer and such delay or
failure was caused by an act of God or the public enemy,  acts of declared or undeclared  war,
public disorder, rebellion or sabotage,  epidemics,  landslides,  lightning, fire, hurricanes,
earthquakes,  floods or similar  causes.  The preceding  sentence shall not relieve the Master
Servicer  from using  reasonable  efforts to perform its  respective  obligations  in a timely
manner in  accordance  with the terms of this  Servicing  Agreement  and the  Master  Servicer
shall provide the Indenture Trustee,  the Credit Enhancer and the Securityholders  with notice
of such failure or delay by it,  together with a description  of its efforts to so perform its
obligations.  The Master Servicer shall immediately notify the Indenture  Trustee,  the Credit
Enhancer and the Owner Trustee in writing of any Servicing Default.

Section 7.02   INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
(a) On and after the time the Master  Servicer  receives a notice of  termination  pursuant to
Section 7.01 or sends a notice  pursuant to Section 6.04, the Indenture  Trustee as pledgee of
the Home Equity Loans shall be the  successor  in all  respects to the Master  Servicer in its
capacity  as  servicer  under  this  Servicing  Agreement  and the  transactions  set forth or
provided for herein and shall be subject to all the  responsibilities,  duties and liabilities
relating  thereto placed on the Master  Servicer by the terms and provisions  hereof.  Nothing
in this  Servicing  Agreement  or in the  Trust  Agreement  shall be  construed  to  permit or
require  the  Indenture   Trustee  as  successor   Master  Servicer  to  (i)  succeed  to  the
responsibilities,  duties and  liabilities of the initial  Master  Servicer in its capacity as
Seller  under the  Purchase  Agreement,  (ii) be  responsible  or  accountable  for any act or
omission of the Master  Servicer prior to the issuance of a notice of  termination  hereunder,
(iii)  require or  obligate  the  Indenture  Trustee,  in its  capacity  as  successor  Master
Servicer,  to  purchase,  repurchase  or  substitute  any  Home  Equity  Loan,  (iv)  fund any
Additional  Balances  with  respect  to any Home  Equity  Loan,  (v) fund  any  losses  on any
Permitted  Investment  directed by any other Master  Servicer,  or (vi) be responsible for the
representations  and  warranties  of  the  Master  Servicer.  As  compensation  therefor,  the
Indenture  Trustee as successor Master Servicer shall be entitled to such  compensation as the
Master  Servicer  would have been entitled to hereunder if no such notice of  termination  had
been given.  Notwithstanding  the above,  (i) if the Indenture  Trustee is unwilling to act as
successor Master Servicer,  or (ii) if the Indenture  Trustee is legally unable so to act, the
Indenture  Trustee as pledgee of the Home  Equity  Loans may (in the  situation  described  in
clause (i)) or shall (in the  situation  described in clause (ii)) appoint or petition a court
of competent  jurisdiction  to appoint any established  housing and home finance  institution,
bank or other  mortgage loan or home equity loan servicer  having a net worth of not less than
$10,000,000  as the  successor to the Master  Servicer  hereunder in the  assumption of all or
any part of the  responsibilities,  duties or  liabilities of the Master  Servicer  hereunder;
provided,  that  any  such  successor  Master  Servicer  shall  be  acceptable  to the  Credit
Enhancer,  as evidenced by the Credit  Enhancer's  prior  written  consent which consent shall
not be  unreasonably  withheld  and  provided  further,  that  the  appointment  of  any  such
successor  Master  Servicer will not result in the  qualification,  reduction or withdrawal of
the ratings  assigned to the Securities by the Rating Agencies,  if determined  without regard
to the  Policies.  Pending  appointment  of a  successor  to the Master  Servicer  here under,
unless the  Indenture  Trustee is  prohibited  by law from so acting,  the  Indenture  Trustee
shall act in such capacity as hereinabove  provided.  In connection with such  appointment and
assumption,  the successor shall be entitled to receive  compensation  out of payments on Home
Equity  Loans  in an  amount  equal  to the  compensation  which  the  Master  Servicer  would
otherwise  have  received  pursuant  to  Section  3.09 (or  such  lesser  compensation  as the
Indenture  Trustee and such successor  shall agree).  The  appointment  of a successor  Master
Servicer  shall not affect any liability of the  predecessor  Master  Servicer  which may have
arisen  under  this  Servicing   Agreement   prior  to  its  termination  as  Master  Servicer
(including,  without  limitation,  the  obligation to purchase  Home Equity Loans  pursuant to
Section 3.01, to pay any deductible  under an insurance  policy pursuant to Section 3.04 or to
indemnify the Indenture  Trustee  pursuant to Section  6.06),  nor shall any successor  Master
Servicer be liable for any acts or omissions  of the  predecessor  Master  Servicer or for any
breach by such Master Servicer of any of its  representations  or warranties  contained herein
or in any related  document or  agreement.  The  Indenture  Trustee and such  successor  shall
take  such  action,  consistent  with  this  Servicing  Agreement,  as shall be  necessary  to
effectuate any such succession.

               (b)    Any successor,  including the Indenture Trustee,  to the Master Servicer
as  servicer  shall  during the term of its service as  servicer  (i)  continue to service and
administer  the Home Equity  Loans for the benefit of the  Securityholders,  (ii)  maintain in
force a policy or policies of insurance  covering  errors and omissions in the  performance of
its obligations as Master  Servicer  hereunder and a fidelity bond in respect of its officers,
employees  and agents to the same extent as the Master  Servicer  is so  required  pursuant to
Section 3.13 and (iii) be bound by the terms of the Insurance Agreement.

               (c)    Any successor Master Servicer,  including the Indenture  Trustee,  shall
not be deemed in default or to have breached its duties  hereunder if the  predecessor  Master
Servicer  shall fail to deliver any  required  deposit to the  Custodial  Account or otherwise
cooperate with any required servicing transfer or succession hereunder.

               (d)    In  connection  with  the  termination  or  resignation  of  the  Master
Servicer  hereunder,  either  (i) the  successor  Master  Servicer,  including  the  Indenture
Trustee if the Indenture  Trustee is acting as successor Master Servicer,  shall represent and
warrant  that it is a  member  of MERS in good  standing  and  shall  agree to  comply  in all
material  respects with the rules and  procedures of MERS in connection  with the servicing of
the Home Equity Loans that are  registered  with MERS,  in which case the  predecessor  Master
Servicer  shall  cooperate  with the successor  Master  Servicer in causing MERS to revise its
records to reflect the  transfer of servicing to the  successor  Master  Servicer as necessary
under MERS' rules and  regulations,  or (ii) the  predecessor  Master Servicer shall cooperate
with the  successor  Master  Servicer in causing MERS to execute and deliver an  assignment of
Mortgage in recordable  form to transfer the Mortgage  from MERS to the Indenture  Trustee and
to  execute  and  deliver  such  other  notices,  documents  and other  instruments  as may be
necessary  or  desirable  to effect a transfer of such Home Equity Loan or  servicing  of such
Home  Equity  Loan on the MERS(R)System to the  successor  Master  Servicer.  The  predecessor
Master  Servicer  shall  file or cause to be filed  any  such  assignment  in the  appropriate
recording  office.  The  predecessor  Master  Servicer  shall  bear  any and all fees of MERS,
costs of preparing any  assignments of Mortgage,  and fees and costs of filing any assignments
of Mortgage that may be required  under this  subsection  (d). The successor  Master  Servicer
shall  cause such  assignment  to be  delivered  to the  Indenture  Trustee  or the  Custodian
promptly upon receipt of the original with evidence of recording  thereon or a copy  certified
by the public recording office in which such assignment was recorded.

Section 7.03   NOTIFICATION  TO  SECURITYHOLDERS.  Upon any termination of or appointment of a
successor to the Master  Servicer  pursuant to this Article VII or Section 6.04, the Indenture
Trustee  shall  give  prompt  written  notice  thereof  to  the  Securityholders,  the  Credit
Enhancer, the Issuer and each Rating Agency.

Section 7.04   SERVICING TRIGGER; REMOVAL OF MASTER SERVICER .

        (a)    Upon  determination  by the  Credit  Enhancer  or the  Master  Servicer  that a
Servicing  Trigger  has  occurred,  such party  shall give  written  notice of such  Servicing
Trigger  to the  Master  Servicer  or Credit  Enhancer,  as  applicable,  the  Depositor,  the
Indenture Trustee and to each Rating Agency.

        (b)    At any  time  after  such  determination  and  while  a  Servicing  Trigger  is
continuing,  the Credit  Enhancer  may direct the  Indenture  Trustee in writing to remove the
Master  Servicer  if the  Credit  Enhancer  makes a  determination  that the  manner of master
servicing was a factor  contributing  to the size of the  delinquencies  or losses incurred in
the Trust Estate.

        (c)    Upon  receipt  of  directions  to remove the Master  Servicer  pursuant  to the
preceding  clause (b), the  Indenture  Trustee  shall notify the Master  Servicer  that it has
been  terminated  and the Master  Servicer shall be terminated in the same manner as specified
in Sections 7.01 and 7.02.

        (d)    After notice of  occurrence  of a Servicing  Trigger has been given and while a
Servicing  Trigger is  continuing,  until and unless the Master  Servicer  has been removed as
provided  in clause  (b),  the  Master  Servicer  covenants  and  agrees to act as the  Master
Servicer for a term from the  occurrence of the  Servicing  Trigger to the end of the calendar
quarter in which  such  Servicing  Trigger  occurs,  which  term may at the Credit  Enhancer's
discretion  be extended by written  notice to the  Indenture  Trustee and the Master  Servicer
for successive  terms of three (3) calendar  months each,  until the  termination of the Trust
Estate.  The Master  Servicer  will,  upon the  receipt of each such  notice of  extension  (a
"Master Servicer  Extension Notice") become bound for the duration of the term covered by such
Master Servicer  Extension  Notice to continue as Master Servicer subject to and in accordance
with this  Servicing  Agreement.  If, as of the fifteenth  (15th) day prior to the last day of
any term as the Master  Servicer,  the  Indenture  Trustee  shall not have received any Master
Servicer Extension Notice from the Credit Enhancer,  the Indenture Trustee shall,  within five
(5) days  thereafter,  give written notice of such  nonreceipt to the Credit  Enhancer and the
Master  Servicer.  If any such term expires  without a Master Servicer  Extension  Notice then
the  Indenture  Trustee  shall act as  successor  or appoint a  successor  Master  Servicer as
provided in Section 7.02.

        (e)    No  provision of this Section 7.04 shall have the effect of limiting the rights
of the  Depositor,  the  Indenture  Trustee,  the  Noteholders  or the Credit  Enhancer  under
Section 7.01.






ARTICLE VIII

                                   MISCELLANEOUS PROVISIONS

Section 8.01   AMENDMENT.  This  Servicing  Agreement  may be amended from time to time by the
parties  hereto,  provided  that any  amendment  be  accompanied  by a letter  from the Rating
Agencies that the  amendment  will not result in the  downgrading  or withdrawal of the rating
then assigned to the  Securities,  if  determined  without  regard to the Policies,  and a tax
opinion to the effect that neither such  amendment nor any action  permitted by such amendment
and not otherwise  permitted by this  Agreement  will cause any of REMIC I or REMIC II to fail
to qualify as a REMIC or, except as permitted  pursuant to the provisions of Section  11.01(f)
of the  Indenture,  give rise to the  imposition of a tax on  "prohibited  transactions"  of a
REMIC,  or  prohibited  contributions  to a REMIC,  on any  REMIC I or  REMIC II and  provided
further, that the Credit Enhancer and the Indenture Trustee shall consent thereto.

Section 8.02   GOVERNING LAW. THIS SERVICING  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE  STATE OF NEW YORK,  WITHOUT  REFERENCE  TO ITS  CONFLICTS  OF LAW  PROVISIONS
(OTHER  THAN  SECTIONS  5-1401 AND  5-1402 OF THE NEW YORK  GENERAL  OBLIGATIONS  LAW) AND THE
OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

Section 8.03   NOTICES.  All  demands,  notices  and  communications  hereunder  shall  be  in
writing and shall be deemed to have been duly given if  personally  delivered  at or mailed by
certified mail,  return receipt  requested,  to (a) in the case of the Master  Servicer,  2255
North  Ontario  Street,   Burbank,   California   91504-3120,   Attention:   Director  -  Bond
Administration,  (b) in the case of the Depositor, 8400 Normandale Lake Boulevard,  Suite 250,
Minneapolis,  Minnesota 55437, Attention:  President,  (c) in the case of the Credit Enhancer,
MBIA Insurance Corporation,  113 King Street, Armonk, New York 10504,  Attention:  IPM-SF, Re:
Home Equity Loan Trust 2007-HSA3,  (d) in the case of Standard & Poor's, 55 Water Street,  New
York, New York 10041,  Attention:  Residential Mortgage Surveillance Group, (e) in the case of
Moody's,  99 Church Street, New York, New York 10007,  Attention:  ABS Monitoring  Department,
(f) in the case of the Owner  Trustee,  Wilmington  Trust Company,  Rodney Square North,  1100
North  Market  Street,   Wilmington,   Delaware   19890-0001,   Attention:   Corporate   Trust
Administration,  (g) in the case of the  Issuer,  to Home  Equity  Loan Trust  2007-HSA3,  c/o
Owner  Trustee,  Wilmington  Trust  Company,  Rodney Square North,  1100 North Market  Street,
Wilmington,  Delaware 19890-0001,  Attention: Corporate Trust Administration,  (h) in the case
of the Indenture Trustee,  LaSalle Bank National Association,  135 South LaSalle Street, Suite
1511, Chicago,  Illinois,  Attention:  Global Securities and Trust Services,  RFMSII 2007-HSA3
and (i) in the  case  of the  Underwriters,  to  Residential  Funding  Securities,  LLC,  7501
Wisconsin  Avenue,  Suite  900,  Bethesda,   Maryland  20814-6528,   Attention:   Director  of
Compliance and to Credit Suisse  Securities  (USA) LLC, 11 Madison Avenue,  New York, New York
10010,  Attention:  General  Counsel;  or, as to each party, at such other address as shall be
designated  by such party in a written  notice to each other  party.  Any notice  required  or
permitted  to be  mailed  to a  Securityholder  shall be given by first  class  mail,  postage
prepaid,  at the  address  of such  Securityholder  as shown in the  Register.  Any  notice so
mailed within the time prescribed in this Servicing  Agreement shall be conclusively  presumed
to have been duly given,  whether or not the  Securityholder  receives such notice. Any notice
or other  document  required to be delivered or mailed by the Indenture  Trustee to any Rating
Agency  shall be given on a  reasonable  efforts  basis and only as a matter of  courtesy  and
accommodation  and the Indenture  Trustee shall have no liability for failure to delivery such
notice or document to any Rating Agency.


Section 8.04   SEVERABILITY  OF PROVISIONS.  If any one or more of the covenants,  agreements,
provisions  or terms of this  Servicing  Agreement  shall be for any  reason  whatsoever  held
invalid, then such covenants,  agreements,  provisions or terms shall be deemed severable from
the  remaining  covenants,  agreements,  provisions or terms of this  Servicing  Agreement and
shall in no way  affect  the  validity  or  enforceability  of the  other  provisions  of this
Servicing Agreement or of the Securities or the rights of the Securityholders thereof.

Section 8.05   THIRD-PARTY  BENEFICIARIES.  This Servicing Agreement will inure to the benefit
of and be binding upon the parties  hereto,  the  Securityholders,  the Credit  Enhancer,  the
Depositor,  the Owner Trustee and their respective  successors and permitted  assigns.  Except
as  otherwise  provided in this  Servicing  Agreement,  no other Person will have any right or
obligation  hereunder.  The Credit  Enhancer is a third-party  beneficiary  of this  Servicing
Agreement.

Section 8.06   COUNTERPARTS.  This  instrument may be executed in any number of  counterparts,
each of which so executed shall be deemed to be an original,  but all such counterparts  shall
together constitute but one and the same instrument.

Section 8.07   EFFECT OF HEADINGS  AND TABLE OF  CONTENTS.  The  Article and Section  headings
herein  and the  Table  of  Contents  are for  convenience  only  and  shall  not  affect  the
construction hereof.

Section 8.08   TERMINATION  UPON PURCHASE BY THE MASTER SERVICER OR LIQUIDATION OF HOME EQUITY
LOANS.  (a)       The respective  obligations  and  responsibilities  of the Master  Servicer,
the Issuer and the  Indenture  Trustee  created  hereby shall  terminate  upon the last action
required  to be taken by the  Issuer  pursuant  to the Trust  Agreement  and by the  Indenture
Trustee pursuant to the Indenture following the earlier of:

(i)     the date on or before which the Indenture or Trust Agreement is terminated; or

(ii)    the  purchase  by the  Master  Servicer  of all Home  Equity  Loans  and all  property
acquired in respect of any Home Equity Loan remaining in the Trust (other than the Policy).

               (b)    The  right of the  Master  Servicer  to  purchase  the  Group I Loans is
conditioned  upon the Pool  Balance  for Loan Group I as of such date  (after  application  of
payments  received  during the  related  Collection  Period)  being  equal to or less than ten
percent of the  aggregate  of the Cut-off Date Loan  Balances of the Group I Loans;  provided,
however,  that no such  purchase  will be  permitted  if it would  result in a draw  under the
Group  I  Policy  or will  result  in any  amounts  owing  to the  Credit  Enhancer  remaining
unreimbursed,  unless,  in either  case,  the  Credit  Enhancer  consents  in  writing  to the
purchase.  The right of the Master  Servicer  to  purchase  the Group II Loans is  conditioned
upon the Pool  Balance  for Loan  Group II as of such  date  (after  application  of  payments
received  during the  related  Collection  Period)  being equal to or less than ten percent of
the  aggregate of the Cut-off  Date Loan  Balances of the Group II Loans;  provided,  however,
that no such  purchase  will be  permitted  if it would  result  in a draw  under the Group II
Policy or will  result in any amounts  owing to the Credit  Enhancer  remaining  unreimbursed,
unless,  in either  case,  the  Credit  Enhancer  consents  in writing  to the  purchase.  The
purchase  by the  Master  Servicer  of either  the Group I Loans or the Group II Loans and all
property  acquired  (including  REO Property) in respect of such Home Equity Loans shall be at
a price  equal to 100% of the unpaid  Loan  Balance of each Home  Equity  Loan in the  related
Loan  Group,  plus  accrued  and  unpaid  interest  on each  such  Home  Equity  Loan,  at the
applicable  Net Loan Rate,  plus the related  Policy  premium rate, up to the first day of the
month in which such amounts are to be  distributed to  Securityholders,  or in the case of REO
Property,  the fair market  value of the REO  Property,  plus any amounts due and owing to the
Credit  Enhancer  under the  Insurance  Agreement  in  respect  of the  related  Policy or the
Notes.  The  purchase  price paid by the Master  Servicer  for the Group I Loans and the Group
II Loans  shall also  include  any  amounts  owed to the Trust by the Seller  pursuant  to the
penultimate  sentence of the second  paragraph of Section  3.1(d) of the  Purchase  Agreement,
that remain  unpaid on the date of such  purchase.  If such right is  exercised  by the Master
Servicer,  the Master  Servicer shall deposit the amount  calculated  pursuant to this Section
8.08(b) with the  Indenture  Trustee for deposit in the Payment  Account and, upon the receipt
of such deposit,  the  Indenture  Trustee or Custodian  shall release to the Master  Servicer,
the files pertaining to the Home Equity Loans being purchased.

               (c)    In addition  to the  foregoing,  on any  Payment  Date on which the Pool
Balance of a Loan Group (after  application of payment received during the related  Collection
Period)  is equal to or less  than ten  percent  of the  aggregate  of the  Cut-off  Date Loan
Balances  of the Home  Equity  Loans in such Loan Group,  the Master  Servicer  shall have the
right,  at its option,  to purchase the Notes in whole,  but not in part,  at a price equal to
the outstanding  Security  Balance of the Notes plus the sum of Interest  Distribution  Amount
thereon  for the related  Interest  Period and any  previously  unpaid  Interest  Distribution
Amount,  plus any  amounts  due to the  Credit  Enhancer  under  the  Insurance  Agreement  in
respect of the related  Policy or the related  Notes.  If the Master  Servicer  exercises this
right to  purchase  the  outstanding  Class I or Class II  Notes,  the  Master  Servicer  will
promptly purchase the related Home Equity Loans pursuant to this Section 8.08.

               (d)    The Master  Servicer,  at its expense,  shall prepare and deliver to the
Indenture  Trustee for execution,  at the time the Home Equity Loans are to be released to the
Master  Servicer,  appropriate  documents  assigning  each  such  Home  Equity  Loan  from the
Indenture Trustee or the Issuer to the Master Servicer or the appropriate party.

Section 8.09   CERTAIN  MATTERS  AFFECTING  THE  INDENTURE  TRUSTEE.  For all purposes of this
Servicing  Agreement,  in the  performance  of any of its duties or in the  exercise of any of
its powers  hereunder,  the Indenture Trustee shall be subject to and entitled to the benefits
of Article VI of the Indenture.

Section 8.10   OWNER TRUSTEE NOT LIABLE FOR RELATED  DOCUMENTS.  The recitals contained herein
shall  be  taken  as the  statements  of the  Depositor,  and the  Owner  Trustee  assumes  no
responsibility  for the correctness  thereof.  The Owner Trustee makes no  representations  as
to the validity or sufficiency of this  Servicing  Agreement,  of any Basic Document or of the
Certificates  (other than the  signatures  of the Owner  Trustee on the  Certificates)  or the
Notes,  or  of  any  Related  Documents.   The  Owner  Trustee  shall  at  no  time  have  any
responsibility  or liability with respect to the  sufficiency of the Owner Trust Estate or its
ability to generate  the  payments to be  distributed  to  Certificateholders  under the Trust
Agreement or the Noteholders under the Indenture,  including,  the compliance by the Depositor
or the Seller with any  warranty  or  representation  made under any Basic  Document or in any
related  document or the  accuracy of any such  warranty or  representation,  or any action of
the  Certificate  Paying Agent,  the Certificate  Registrar or the Indenture  Trustee taken in
the name of the Owner Trustee.






ARTICLE IX

                                COMPLIANCE WITH REGULATION AB

Section 9.01   INTENT OF THE PARTIES; REASONABLENESS.

        The Depositor,  the Indenture  Trustee and the Master  Servicer  acknowledge and agree
that the purpose of this Article IX is to  facilitate  compliance  by the  Depositor  with the
provisions  of  Regulation  AB and  related  rules  and  regulations  of the  Commission.  The
Depositor  shall  not  exercise  its  right  to  request  delivery  of  information  or  other
performance  under these  provisions  other than in good  faith,  or for  purposes  other than
compliance  with the  Securities  Act, the Exchange Act and the rules and  regulations  of the
Commission  under the  Securities  Act and the Exchange Act.  Each of the Master  Servicer and
the Indenture Trustee  acknowledges that  interpretations of the requirements of Regulation AB
may change over time,  whether due to interpretive  guidance provided by the Commission or its
staff,  consensus among  participants in the  mortgage-backed  securities  markets,  advice of
counsel,  or otherwise,  and agrees to comply with  reasonable  requests made by the Depositor
in good faith for  delivery of  information  under these  provisions  on the basis of evolving
interpretations  of  Regulation  AB. Each of the Master  Servicer  and the  Indenture  Trustee
shall cooperate  reasonably  with the Depositor to deliver to the Depositor  (including any of
its assignees or designees),  any and all  disclosure,  statements,  reports,  certifications,
records and any other  information  necessary in the reasonable,  good faith  determination of
the Depositor to permit the Depositor to comply with the provisions of Regulation AB.

Section 9.02   ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE INDENTURE TRUSTEE.

        (a)    The  Indenture  Trustee  shall  be  deemed  to  represent  and  warrant  to the
Depositor  as of the date  hereof and on each date on which  information  is  provided  to the
Depositor  under  Sections 9.01,  9.02(b) or 9.03 that,  except as disclosed in writing to the
Depositor  prior to such  date:  (i) it is not  aware  and has not  received  notice  that any
default,  early  amortization  or other  performance  triggering  event has occurred as to any
other Securitization  Transaction due to any default of the Indenture Trustee;  (ii) there are
no aspects of its  financial  condition  that  could  have a  material  adverse  effect on the
performance  by it of its trustee  obligations  under this  Servicing  Agreement  or any other
Securitization  Transaction  as to which it is the trustee;  (iii) there are no material legal
or governmental  proceedings  pending (or known to be  contemplated)  against it that would be
material to Noteholders;  (iv) there are no  relationships  or  transactions  (as described in
Item  1119(b)  of  Regulation  AB)  relating  to the  Indenture  Trustee  with  respect to the
Depositor  or  any  sponsor,  issuing  entity,  servicer,  trustee,  originator,   significant
obligor,  enhancement  or support  provider or other  material  transaction  party (as each of
such  terms  are  used  in  Regulation   AB)  relating  to  the   Securitization   Transaction
contemplated  by the  Servicing  Agreement,  as  identified  by the Depositor to the Indenture
Trustee in writing as of the Closing Date (each, a  "Transaction  Party") that are outside the
ordinary  course of  business  or on terms  other than would be  obtained  in an arm's  length
transaction  with an unrelated third party,  apart from the  Securitization  Transaction,  and
that are material to the  investors'  understanding  of the Term Notes;  and (v) the Indenture
Trustee  is not an  affiliate  (as  contemplated  by Item  1119(a)  of  Regulation  AB) of any
Transaction  Party.  The  Depositor  shall notify the  Indenture  Trustee of any change in the
identity of a Transaction Party after the Closing Date.

        (b)    If so requested by the Depositor on any date  following  the Closing Date,  the
Indenture  Trustee  shall,  within five  Business  Days  following  such  request,  confirm in
writing the accuracy of the  representations  and  warranties  set forth in  paragraph  (a) of
this  Section or, if any such  representation  and  warranty is not accurate as of the date of
such  confirmation,  provide the  pertinent  facts,  in writing,  to the  Depositor.  Any such
request from the  Depositor  shall not be given more than once each calendar  quarter,  unless
the  Depositor  shall have a  reasonable  basis for  questioning  the  accuracy  of any of the
representations and warranties.




Section 9.03   INFORMATION TO BE PROVIDED BY THE INDENTURE TRUSTEE.

        For so long as the Term  Notes are  outstanding,  for the  purpose of  satisfying  the
Depositor's  reporting  obligation  under the  Exchange  Act with respect to any class of Term
Notes, the Indenture  Trustee shall provide to the Depositor a written  description of (a) any
litigation or governmental  proceedings  pending against the Indenture  Trustee as of the last
day of each calendar  month that would be material to  Noteholders,  and (b) any  affiliations
or  relationships  (as  described in Item 1119 of  Regulation  AB) that develop  following the
Closing Date between the Indenture  Trustee and any  Transaction  Party of the type  described
in  Section  9.02(a)(iv)  or  9.02(a)(v)  as of  the  last  day of  each  calendar  year.  Any
descriptions  required  with respect to legal  proceedings,  as well as updates to  previously
provided  descriptions,  under this  Section  9.03 shall be given no later than five  Business
Days prior to the  Determination  Date following the month in which the relevant event occurs,
and any notices and  descriptions  required with respect to  affiliations,  as well as updates
to  previously  provided  descriptions,  under this  Section 9.03 shall be given no later than
January 31 of the calendar  year  following the year in which the relevant  event  occurs.  As
of the  related  Payment  Date with  respect to each  Report on Form 10-D with  respect to the
Term  Notes  filed by or on behalf of the  Depositor,  and as of March 15  preceding  the date
each  Report on Form 10-K with  respect  to the Term  Notes is filed,  the  Indenture  Trustee
shall be deemed to  represent  and warrant  that any  information  previously  provided by the
Indenture  Trustee under this Article IX is materially  correct and does not have any material
omissions  unless the  Indenture  Trustee  has  provided  an update to such  information.  The
Depositor  will allow the  Indenture  Trustee to review any  disclosure  relating  to material
litigation  against the Indenture  Trustee prior to filing such disclosure with the Commission
to the extent the Depositor changes the information provided by the Indenture Trustee.

Section 9.04   REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION.

        On or before March 15 of each calendar year, the Indenture Trustee shall:

        (a)    deliver  to  the  Depositor  a  report  (in  form  and   substance   reasonably
satisfactory  to the  Depositor)  regarding the Indenture  Trustee's  assessment of compliance
with the applicable  Servicing  Criteria  during the immediately  preceding  calendar year, as
required  under Rules 13a-18 and 15d-18 of the Exchange  Act and Item 1122 of  Regulation  AB.
Such report  shall be signed by an  authorized  officer of the  Indenture  Trustee,  and shall
address each of the Servicing Criteria specified on Exhibit G hereto; and

        (b)    deliver  to the  Depositor  a report of a  registered  public  accounting  firm
satisfying  the  requirements  of Rule 2-01 of Regulation S-X under the Securities Act and the
Exchange  Act that  attests to, and  reports  on, the  assessment  of  compliance  made by the
Indenture Trustee and delivered  pursuant to the preceding  paragraph.  Such attestation shall
be in accordance  with Rules  1-02(a)(3)  and 2-02(g) of Regulation  S-X under the  Securities
Act and the Exchange Act.

Section 9.05   INDEMNIFICATION; REMEDIES.

        (a)    The Indenture  Trustee shall  indemnify the  Depositor,  each  affiliate of the
Depositor,  the Master Servicer and each affiliate of the Master Servicer,  and the respective
present and former  directors,  officers,  employees and agents of each of the foregoing,  and
shall hold each of them  harmless  from and  against any losses,  damages,  penalties,  fines,
forfeitures,  legal fees and expenses and related costs, judgments,  and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:

               (i)    (A)    any untrue  statement of a material fact  contained or alleged to
be contained in any  information,  report,  certification,  accountants'  attestation or other
material   provided  under  this  Article  IX  by  or  on  behalf  of  the  Indenture  Trustee
(collectively,  the "Indenture Trustee Information"),  or (B) the omission or alleged omission
to state in the  Indenture  Trustee  Information  a material fact required to be stated in the
Indenture  Trustee  Information or necessary in order to make the statements  therein,  in the
light of the circumstances under which they were made, not misleading;  or

               (ii)   any  failure  by the  Indenture  Trustee  to  deliver  any  information,
report,  certification,  or other  material when and as required  under this Article IX, other
than a failure by the Indenture Trustee to deliver an accountants' attestation.

        (b)    In the case of any failure of  performance  described in clause (ii) of Section
9.05(a),  as well as a failure to deliver an accountants'  attestation,  the Indenture Trustee
shall  (i)  promptly  reimburse  the  Depositor  for  all  costs  reasonably  incurred  by the
Depositor in order to obtain the information, report, certification,  accountants' attestation
or other  material not delivered by the Indenture  Trustee as required and (ii) cooperate with
the Depositor to mitigate any damages that may result from such failure.

        (c)    The Depositor and the Master  Servicer shall  indemnify the Indenture  Trustee,
each  affiliate of the  Indenture  Trustee and the  respective  present and former  directors,
officers,  employees  and  agents  of the  Indenture  Trustee,  and  shall  hold  each of them
harmless from and against any losses, damages, penalties,  fines, forfeitures,  legal fees and
expenses and related  costs,  judgments,  and any other costs,  fees and expenses  that any of
them may sustain  arising  out of or based upon (i) any untrue  statement  of a material  fact
contained  or  alleged to be  contained  in any  information  provided  under  this  Servicing
Agreement  by or on behalf of the  Depositor or Master  Servicer  for  inclusion in any report
filed with Commission under the Exchange Act (collectively,  the "RFC  Information"),  or (ii)
the omission or alleged  omission to state in the RFC  Information a material fact required to
be stated in the RFC  Information  or necessary in order to make the  statements  therein,  in
the light of the circumstances under which they were made, not misleading.

        (d)    Notwithstanding  any  provision  in  this  Section  9.05 to the  contrary,  the
parties agree that none of the Indenture  Trustee,  the Depositor or the Master Servicer shall
be liable to the other for any  consequential  or  punitive  damages  whatsoever,  whether  in
contract,  tort (including  negligence and strict liability),  or any other legal or equitable
principle;  provided,  however,  that such limitation  shall not be applicable with respect to
third party claims made against a party.






        IN WITNESS  WHEREOF,  the Master Servicer,  the Indenture  Trustee and the Issuer have
caused  this  Servicing  Agreement  to be  duly  executed  by  their  respective  officers  or
representatives all as of the day and year first above written.

                                            RESIDENTIAL FUNDING COMPANY, LLC,
                                            as Master Servicer




                                            By:     /s/ Joseph Orning
                                            Name: Joseph Orning
                                            Title:    Associate



                                            HOME EQUITY LOAN TRUST 2007-HSA3


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



                                            By:     /s/ Robert J. Perkins
                                            Name:  Robert J. Perkins
                                            Title: Sr Financial Services Officer



                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Indenture Trustee




                                            By:    /s/ Susan L. Feld
                                            Name:  Susan L. Feld
                                            Title: Vice President









Acknowledged and Agreed
solely with respect to Article IX:

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.




By:  /s/ Jeffrey Blaschko
        Name:  Jeffrey Blaschko
        Title:   Vice President












                                         EXHIBIT A-I

                                    GROUP I LOAN SCHEDULE



                                       [ON FILE AT RFC]





                                         EXHIBIT A-II

                                    GROUP II LOAN SCHEDULE



                                       [ON FILE AT RFC]







                                          EXHIBIT B

                                  LIMITED POWER OF ATTORNEY

                               KNOW ALL MEN BY THESE PREMISES:

        That  LaSalle  Bank  National  Association,   as  Indenture  Trustee  (the  "Indenture
Trustee"),  under the Indenture (the "Indenture") between Home Equity Loan Trust 2007-HSA3 and
the Indenture  Trustee,  a national  banking  association  organized under the federal laws of
the United  States of America,  and having its principal  office  located at 135 South LaSalle
Street,  Suite  1511,  Chicago,  Illinois,  60603,  in the  City of  Chicago  in the  State of
Illinois,  hath made,  constituted and appointed,  and does by these presents make, constitute
and appoint  Residential  Funding  Company,  LLC, a limited  liability  company  organized and
existing under the laws of the State of Delaware, its true and lawful  Attorney-in-Fact,  with
full power and authority to sign, execute,  acknowledge,  deliver, file for record, and record
any instrument on its behalf and to perform such other act or acts as may be  customarily  and
reasonably  necessary and appropriate to effectuate the following  enumerated  transactions in
respect of any of the mortgages or deeds of trust (the  "Mortgages"  and the "Deeds of Trust",
respectively)  creating  a trust or second  lien or an estate in fee simple  interest  in real
property  securing a Home Equity Loan and  promissory  notes  secured  thereby (the  "Mortgage
Notes") for which the undersigned is acting as Indenture  Trustee for various  Securityholders
(whether  the  undersigned  is  named  therein  as  mortgagee  or  beneficiary  or has  become
mortgagee by virtue of  Endorsement  of the Mortgage Note secured by any such Mortgage or Deed
of Trust)  and MBIA  Insurance  Corporation,  as credit  enhancer,  and for which  Residential
Funding Company,  LLC is acting as master servicer  pursuant to a Servicing  Agreement,  dated
as of May 30, 2007 (the "Servicing Agreement").

        This  appointment  shall apply only to  transactions  which the  Indenture  Trustee is
authorized  to  enter  into  under  the  Indenture,  but  in  no  event  shall  apply  to  any
transactions other than the following enumerated transactions only:

1.      The  modification  or  re-recording  of a  Mortgage  or  Deed  of  Trust,  where  said
modification  or  re-recording  is for the purpose of correcting the Mortgage or Deed of Trust
to conform  same to the  original  intent of the parties  thereto or to correct  title  errors
discovered  after such title insurance was issued and said  modification or  re-recording,  in
either  instance,  does not  adversely  affect  the lien of the  Mortgage  or Deed of Trust as
insured.

2.      The  subordination  of the lien of a Mortgage or Deed of Trust to an easement in favor
of a public  utility  company or a  government  agency or unit with powers of eminent  domain;
this   section   shall    include,    without    limitation,    the   execution   of   partial
satisfactions/releases,  partial  reconveyances  or the  execution  of requests to trustees to
accomplish same.

3.      With respect to a Mortgage or Deed of Trust, the foreclosure,  the taking of a deed in
lieu  of  foreclosure,   or  the  completion  of  judicial  or  non-judicial   foreclosure  or
termination,   cancellation  or  rescission  of  any  such  foreclosure,   including,  without
limitation, any and all of the following acts:

        a.     The  substitution  of trustee(s)  serving under a Deed of Trust,  in accordance
        with state law and the Deed of Trust;

        b.     Statements of breach or non-performance;

        c.     Notices of default;

        d.     Cancellations/rescissions of notices of default and/or notices of sale;

        e.     The taking of a deed in lieu of foreclosure; and

        f.     Such other  documents  and actions as may be  necessary  under the terms of the
        Mortgage, Deed of Trust or state law to expeditiously complete said transactions.

4.      The conveyance of the properties to the mortgage insurer,  or the closing of the title
to the property to be acquired as real estate  owned,  or  conveyance  of title to real estate
owned.

5.      The completion of loan assumption agreements.

6.      The full  satisfaction/release  of a  Mortgage  or Deed of Trust or full  reconveyance
upon  payment and  discharge  of all sums  secured  thereby,  including,  without  limitation,
cancellation of the related Mortgage Note.

7.      The  assignment  of any Mortgage or Deed of Trust and the related  Mortgage  Note,  in
connection  with  the  repurchase  of the Home  Equity  Loan  secured  and  evidenced  thereby
pursuant  to  the  requirements  of  a  Residential  Funding  Company,  LLC  Seller  Contract,
including,  with limitation,  by reason of conversion of an adjustable rate mortgage loan from
a variable rate to a fixed rate.

8.      The full  assignment  of a Mortgage or Deed of Trust upon payment and discharge of all
sums  secured  thereby  in  conjunction  with  the  refinancing  thereof,  including,  without
limitation, the endorsement of the related Mortgage Note.

9.      The  modification  or  re-recording  of a  Mortgage  or  Deed  of  Trust,  where  said
modification or re-recording is for the purpose of any  modification  pursuant to Section 3.01
of the Servicing Agreement.

10.     The  subordination  of  the  lien  of  a  Mortgage  or  Deed  of  Trust,   where  said
subordination  is in  connection  with  any  modification  pursuant  to  Section  3.01  of the
Servicing Agreement,  and the execution of partial  satisfactions/releases  in connection with
such same Section 3.01.

The  undersigned  gives  said  Attorney-in-Fact  full  power and  authority  to  execute  such
instruments  and to do and perform all and every act and thing  necessary  and proper to carry
into effect the power or powers  granted by or under this  Limited  Power of Attorney as fully
as the  undersigned  might or could do, and hereby  does  ratify and  confirm to all that said
Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.

Third  parties  without  actual  notice may rely upon the exercise of the power  granted under
this Limited  Power of  Attorney;  and may be  satisfied  that this Limited  Power of Attorney
shall  continue  in full  force  and  effect  has not been  revoked  unless an  instrument  of
revocation has been made in writing by the undersigned.

Notwithstanding  anything  contained in this Limited  Power of Attorney to the  contrary,  the
Master Servicer shall not, without the Indenture  Trustee's written consent:  (i) initiate any
action,  suit or  proceeding  directly  relating to the servicing of a Home Equity Loan solely
under the Indenture  Trustee's name without  indicating the Master  Servicer's  representative
capacity;  (ii) initiate any other action,  suit or  proceeding  not directly  relating to the
servicing of a Home Equity Loan  (including  but not limited to actions,  suits or proceedings
against  Securityholders,  or  against  the  Depositor  or any Home  Equity  Loan  Seller  for
breaches of representations  and warranties) solely under the Indenture  Trustee's name; (iii)
engage  counsel to represent  the  Indenture  Trustee in any action,  suit or  proceeding  not
directly  relating  to the  servicing  of a Home  Equity  Loan  (including  but not limited to
actions,  suits or proceedings against  Securityholders,  or against the Depositor or any Home
Equity Loan Seller for breaches of representations and warranties);  or (iv) prepare,  execute
or deliver any government filings,  forms,  permits,  registrations or other documents or take
any action with the intent to cause,  and that actually  causes,  the Indenture  Trustee to be
registered to do business in any state.

                                            LASALLE BANK NATIONAL ASSOCIATION, not in its
                                            individual capacity, but solely as Indenture
                                            Trustee under the Indenture




                                            By:  _____________________________
                                            Name:
                                            Title:








STATE OF              )

                      SS.

COUNTY OF             )

     On this ____ day of _____,  2007,  before me the  undersigned,  Notary Public of said
State,  ____________  personally  appeared  personally  known to me to be duly  authorized
officers of LaSalle Bank  National  Association  that executed the within  instrument  and
personally  known to me to be the persons who executed the within  instrument on behalf of
LaSalle Bank National  Association therein named, and acknowledged to me such LaSalle Bank
National Association executed the within instrument pursuant to its by-laws.




                                            WITNESS my hand and official seal.



                                            Notary Public in and for the
                                            State of
After recording, please mail to:

Attn:





                                          EXHIBIT C

                                 FORM OF REQUEST FOR RELEASE

DATE:

TO:

Re:     REQUEST FOR RELEASE OF DOCUMENTS

In connection with your administration of the Home Equity Loans, we request the release of
the Mortgage File described below.

Servicing Agreement Dated:

Series #:

Account #:

Pool #:

Loan #:

Borrower Name(s):

Reason for Document Request: (circle one)   Home Equity Loan     Prepaid in Full

                                 Home Equity Loan Repurchased

"We hereby certify that all amounts received or to be received in connection with such
payments which are required to be deposited have been or will be so deposited as provided in
the Servicing Agreement."

                               Residential Funding Company, LLC

                                     Authorized Signature
..............................................................................................

TO CUSTODIAN/INDENTURE TRUSTEE:  Please acknowledge this request, and check off documents
being enclosed with a copy of this form.  You should retain this form for your files in
accordance with the terms of the Servicing Agreement.
               Enclosed Documents:          [  ]   Promissory Note
                                            [  ] Mortgage or Deed of Trust
                                            [  ] Assignment(s) of Mortgage or
                                                 Deed of Trust
                                            [  ] Title Insurance Policy
                                            [  ] Other:

Name _______________
Title
Date







                                          EXHIBIT D

                        FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF
                                       HOME EQUITY LOAN
                                                            ________ , 20


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois  60603


Attention:  Residential Funding Company, LLC Series 2007-HSA3

                      Re:    Home Equity Loan Pass-Through Certificates,
                             Series 2007-HSA3, Assignment of Home Equity Loan

Ladies and Gentlemen:

               This  letter  is  delivered  to  you  in  connection  with  the  assignment  by
__________  (the  "Indenture  Trustee")  to  ________________________  (the  "Lender") of (the
"Home  Equity  Loan")  pursuant to Section 3.05 of the  Servicing  Agreement  (the  "Servicing
Agreement"),  dated as of May 30,  2007 among Home  Equity  Loan Trust  2007-HSA3,  as issuer,
Residential  Funding Company,  LLC, as master servicer,  and the Indenture Trustee.  All terms
used herein and not  otherwise  defined  shall have the  meanings  set forth in the  Servicing
Agreement.  The Lender hereby  certifies,  represents and warrants to, and covenants with, the
Master Servicer and the Indenture Trustee that:

               (i)    the Home  Equity  Loan is secured  by  Mortgaged  Property  located in a
jurisdiction  in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws of such jurisdiction;

               (ii)   the  substance  of  the   assignment  is,  and  is  intended  to  be,  a
refinancing  of such  Home  Equity  Loan and the form of the  transaction  is solely to comply
with, or facilitate the transaction under, such local laws;

               (iii)  the Home Equity Loan following the proposed  assignment will be modified
to have a rate of interest at least 0.25  percent  below or above the rate of interest on such
Home Equity Loan prior to such proposed assignment; and

               (iv)   such  assignment  is at the  request of the  borrower  under the related
Home Equity Loan.

                                            Very truly yours,



                                            (Lender)



                                            By: __________________________
                                               Name:
                                               Title:








                                          EXHIBIT E

                                FORM OF FORM 10-K CERTIFICATE


        I, [identify the certifying individual], certify that:

1.      I have  reviewed  this report on Form 10-K and all reports on Form 10-D required to be
filed in  respect  of the  period  covered  by this  report  on Form  10-K of the  trust  (the
Exchange Act periodic  reports)  pursuant to the Servicing  Agreement  dated May 30, 2007 (the
"Agreement") among Residential Funding Company, LLC (the "Master Servicer"),  Home Equity Loan
Trust  2007-HSA3  (the  "Issuer")  and  LaSalle  Bank  National  Association  (the  "Indenture
Trustee") and acknowledged and agreed to by Residential Funding Mortgage Securities II, Inc.

2.      Based on my  knowledge,  Exchange  Act  periodic  reports,  taken  as a whole,  do not
contain any untrue  statement of a material  fact or omit to state a material  fact  necessary
to make the statements  made, in light of the  circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.      Based on my  knowledge,  all of the  distribution,  servicing  and  other  information
required to be provided  under Form 10-D for the period  covered by this report is included in
the Exchange Act periodic reports;

4.      I am  responsible  for reviewing the activities  performed by the Master  Servicer and
based  on my  knowledge  and  the  compliance  review  conducted  in  preparing  the  servicer
compliance  statement  required in this report under Item 1123 of  Regulation AB and except as
disclosed in the  Exchange  Act  periodic  reports,  the Master  Servicer  has  fulfilled  its
obligations under the Agreement; and

        5.     All of the reports on  assessment  of compliance  with  servicing  criteria for
asset-backed  securities  and their  related  attestation  reports on assessment of compliance
with servicing  criteria for  asset-backed  securities  required to be included in this report
in  accordance  with Item 1122 of  Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
been  included as an exhibit to this  report,  except as  otherwise  disclosed in this report.
Any material  instances  of  noncompliance  described  in such reports have been  disclosed in
this report on Form 10-K.

        In giving  the  certifications  above,  I have  reasonably  relied on the  information
provided to me by the following unaffiliated parties: [the Indenture Trustee].

Date:____________

_________________________________*
[Signature]
Name:
Title:

* - to be signed by the senior officer in charge of the servicing functions of the Master
                                                Servicer








                                          EXHIBIT F

                   [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]

   The undersigned, a Responsible Officer of  [__________] (the "Indenture Trustee")
certifies that:

      (a)      The Indenture Trustee has performed all of the duties specifically  required to
    be performed by it pursuant to the provisions of the Servicing  Agreement  dated as of May
    30,  2007 (the  "Agreement")  by and among  Residential  Funding  Company,  LLC, as Master
    Servicer,  Home  Equity  Loan  Trust  2007-HSA3,  as Issuer and the  Indenture  Trustee in
    accordance with the standards set forth therein.

      (b)      Based on my knowledge,  the list of Securityholders as shown on the Certificate
    Register  and the Note  Register as of the end of each  calendar  year that is provided by
    the  Indenture  Trustee  pursuant to the  Agreement  is accurate as of the last day of the
    20[__] calendar year.

               Capitalized  terms used and not defined  herein shall have the  meanings  given
such terms in the Agreement.

   IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.]


                                            Name:  ____________________
                                            Title:








                                          EXHIBIT G

                                      SERVICING CRITERIA

                SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        The assessment of compliance to be delivered by the Indenture Trustee shall address,
at a minimum, the criteria identified as below as "Applicable Servicing Criteria":

-------------------------------------------------------------------------------------------------- -------------------------
                                                                                                     APPLICABLE SERVICING
                                       SERVICING CRITERIA                                                  CRITERIA
-------------------------------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
      REFERENCE                                         CRITERIA
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                                            GENERAL SERVICING CONSIDERATIONS
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(1)(i)          Policies and procedures are instituted to monitor any performance or
                       other triggers and events of default in accordance with the transaction
                       agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(1)(ii)         If any material servicing activities are outsourced to third parties,
                       policies and procedures are instituted to monitor the third party's
                       performance and compliance with such servicing activities.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(1)(iii)        Any requirements in the transaction agreements to maintain a back-up
                       servicer for the pool assets are maintained.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(1)(iv)         A fidelity bond and errors and omissions policy is in effect on the party
                       participating in the servicing function throughout the reporting period
                       in the amount of coverage required by and otherwise in accordance with
                       the terms of the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                                           CASH COLLECTION AND ADMINISTRATION
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(i)          Payments on pool assets are deposited into the appropriate custodial bank     |X| (as to accounts
                       accounts and related bank clearing accounts no more than two business
                       days following receipt, or such other number of days specified in the
                       transaction agreements.                                                         held by Trustee)
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(ii)         Disbursements made via wire transfer on behalf of an obligor or to an         |X| (as to investors
                       investor are made only by authorized personnel.                                      only)
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(iii)        Advances of funds or guarantees regarding collections, cash flows or
                       distributions, and any interest or other fees charged for such advances,
                       are made, reviewed and approved as specified in the transaction
                       agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       The related accounts for the transaction, such as cash reserve accounts
                       or accounts established as a form of overcollateralization, are               |X| (as to accounts
                       separately maintained (e.g., with respect to commingling of cash) as set        held by Trustee)
1122(d)(2)(iv)         forth in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(v)          Each custodial account is maintained at a federally insured depository
                       institution as set forth in the transaction agreements. For purposes of
                       this criterion, "federally insured depository institution" with respect
                       to a foreign financial institution means a foreign financial institution
                       that meets the requirements of Rule 13k-1(b)(1) of the Securities
                       Exchange Act.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(vi)         Unissued checks are safeguarded so as to prevent unauthorized access.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(vii)        Reconciliations are prepared on a monthly basis for all asset-backed
                       securities related bank accounts, including custodial accounts and
                       related bank clearing accounts. These reconciliations are (A)
                       mathematically accurate; (B) prepared within 30 calendar days after the
                       bank statement cutoff date, or such other number of days specified in the
                       transaction agreements; (C) reviewed and approved by someone other than
                       the person who prepared the reconciliation; and (D) contain explanations
                       for reconciling items. These reconciling items are resolved within 90
                       calendar days of their original identification, or such other number of
                       days specified in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                                           INVESTOR REMITTANCES AND REPORTING
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(3)(i)          Reports to investors, including those to be filed with the Commission,
                       are maintained in accordance with the transaction agreements and
                       applicable Commission requirements. Specifically, such reports (A) are
                       prepared in accordance with timeframes and other terms set forth in the
                       transaction agreements; (B) provide information calculated in accordance
                       with the terms specified in the transaction agreements; (C) are filed
                       with the Commission as required by its rules and regulations; and (D)
                       agree with investors' or the trustee's records as to the total unpaid
                       principal balance and number of pool assets serviced by the servicer.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(3)(ii)         Amounts due to investors are allocated and remitted in accordance with                |X|
                       timeframes, distribution priority and other terms set forth in the
                       transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       Disbursements made to an investor are posted within two business days to
                       the servicer's investor records, or such other number of days specified               |X|
1122(d)(3)(iii)        in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       Amounts remitted to investors per the investor reports agree with                     |X|
1122(d)(3)(iv)         cancelled checks, or other form of payment, or custodial bank statements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                                               POOL ASSET ADMINISTRATION
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(i)          Collateral or security on pool assets is maintained as required by the
                       transaction agreements or related asset pool documents.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       Pool assets and related documents are safeguarded as required by the
1122(d)(4)(ii)         transaction agreements
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(iii)        Any additions, removals or substitutions to the asset pool are made,
                       reviewed and approved in accordance with any conditions or requirements
                       in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(iv)         Payments on pool assets, including any payoffs, made in accordance with
                       the related pool asset documents are posted to the servicer's obligor
                       records maintained no more than two business days after receipt, or such
                       other number of days specified in the transaction agreements, and
                       allocated to principal, interest or other items (e.g., escrow) in
                       accordance with the related pool asset documents.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(v)          The servicer's records regarding the pool assets agree with the
                       servicer's records with respect to an obligor's unpaid principal balance.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(vi)         Changes with respect to the terms or status of an obligor's pool asset
                       (e.g., loan modifications or re-agings) are made, reviewed and approved
                       by authorized personnel in accordance with the transaction agreements and
                       related pool asset documents.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(vii)        Loss mitigation or recovery actions (e.g., forbearance plans,
                       modifications and deeds in lieu of foreclosure, foreclosures and
                       repossessions, as applicable) are initiated, conducted and concluded in
                       accordance with the timeframes or other requirements established by the
                       transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(viii)       Records documenting collection efforts are maintained during the period a
                       pool asset is delinquent in accordance with the transaction agreements.
                       Such records are maintained on at least a monthly basis, or such other
                       period specified in the transaction agreements, and describe the entity's
                       activities in monitoring delinquent pool assets including, for example,
                       phone calls, letters and payment rescheduling plans in cases where
                       delinquency is deemed temporary (e.g., illness or unemployment).
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(ix)         Adjustments to interest rates or rates of return for pool assets with
                       variable rates are computed based on the related pool asset documents.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(x)          Regarding any funds held in trust for an obligor (such as escrow
                       accounts): (A) such funds are analyzed, in accordance with the obligor's
                       pool asset documents, on at least an annual basis, or such other period
                       specified in the transaction agreements; (B) interest on such funds is
                       paid, or credited, to obligors in accordance with applicable pool asset
                       documents and state laws; and (C) such funds are returned to the obligor
                       within 30 calendar days of full repayment of the related pool asset, or
                       such other number of days specified in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(xi)         Payments made on behalf of an obligor (such as tax or insurance payments)
                       are made on or before the related penalty or expiration dates, as
                       indicated on the appropriate bills or notices for such payments, provided
                       that such support has been received by the servicer at least 30 calendar
                       days prior to these dates, or such other number of days specified in the
                       transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(xii)        Any late payment penalties in connection with any payment to be made on
                       behalf of an obligor are paid from the servicer's funds and not charged
                       to the obligor, unless the late payment was due to the obligor's error or
                       omission.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       Disbursements made on behalf of an obligor are posted within two business
                       days to the obligor's records maintained by the servicer, or such other
1122(d)(4)(xiii)       number of days specified in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(4)(xiv)        Delinquencies, charge-offs and uncollectible accounts are recognized and
                       recorded in accordance with the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
---------------------- --------------------------------------------------------------------------- -------------------------
                       Any external enhancement or other support, identified in Item 1114(a)(1)
                       through (3) or Item 1115 of Regulation AB, is maintained as set forth in              |X|
1122(d)(4)(xv)         the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------







                                       TABLE OF CONTENTS

                                                                                         PAGE

ARTICLE I         Definitions...............................................................1

Section 1.01      Definitions...............................................................1

Section 1.02      Other Definitional Provisions.............................................1

Section 1.03      Interest Calculations; Servicing Fee......................................2

ARTICLE II        Representations and Warranties............................................2

Section 2.01      Representations and Warranties Regarding the Master Servicer..............2

Section 2.02      Representations and Warranties of the Issuer..............................3

Section 2.03      Enforcement of Representations and Warranties.............................4

ARTICLE III       Administration and Servicing of Home Equity Loans.........................5

Section 3.01      The Master Servicer.......................................................5

Section 3.02      Collection of Certain Home Equity Loan Payments..........................10

Section 3.03      Permitted Withdrawals from the Custodial Account.........................13

Section 3.04      Maintenance of Hazard Insurance; Property Protection Expenses............14

Section 3.05      Enforcement of Due-on-Sale Clauses; Assumption and Modification
                  Agreements; Release or Substitution of Lien..............................15

Section 3.06      Trust Estate; Related Documents..........................................18

Section 3.07      Realization Upon Defaulted Home Equity Loans; Loss Mitigation............18

Section 3.08      Issuer and Indenture Trustee to Cooperate................................21

Section 3.09      Servicing Compensation; Payment of Certain Expenses by Master............22

Section 3.10      Annual Statement as to Compliance........................................22

Section 3.11      Annual Servicing Report..................................................23

Section 3.12      Access to Certain Documentation and Information Regarding the Home
                  Equity Loans.............................................................23

Section 3.13      Maintenance of Certain Servicing Insurance Policies......................24

Section 3.14      Information Required by the Internal Revenue Service and Reports of
                  Foreclosures and Abandonments of Mortgaged Property......................24

Section 3.15      Optional Repurchase or Transfer of Home Equity Loans.....................24

ARTICLE IV        Servicing Certificate....................................................26

Section 4.01      Statements to Securityholders............................................26

Section 4.02      Tax Reporting............................................................29

Section 4.03      Exchange Act Reporting...................................................29

ARTICLE V         Payment Account..........................................................30

Section 5.01      Payment Account..........................................................30

ARTICLE VI        The Master Servicer......................................................30

Section 6.01      Liability of the Master Servicer.........................................31

Section 6.02      Merger or Consolidation of, or Assumption of the Obligations of,
                  the Master Servicer......................................................31

Section 6.03      Limitation on Liability of the Master Servicer and Others................31

Section 6.04      Master Servicer Not to Resign............................................32

Section 6.05      Delegation of Duties.....................................................32

Section 6.06      Master Servicer to Pay Indenture Trustee's and Owner Trustee's Fees
                  and Expenses; Indemnification............................................32

ARTICLE VII       Default..................................................................34

Section 7.01      Servicing Default........................................................34

Section 7.02      Indenture Trustee to Act; Appointment of Successor.......................36

Section 7.03      Notification to Securityholders..........................................37

Section 7.04      Servicing Trigger; Removal of Master Servicer............................37

ARTICLE VIII      Miscellaneous Provisions.................................................38

Section 8.01      Amendment................................................................38

Section 8.02      GOVERNING LAW............................................................38

Section 8.03      Notices..................................................................39

Section 8.04      Severability of Provisions...............................................39

Section 8.05      Third-Party Beneficiaries................................................39

Section 8.06      Counterparts.............................................................40

Section 8.07      Effect of Headings and Table of Contents.................................40

Section 8.08      Termination Upon Purchase by the Master Servicer or Liquidation of
                  Home Equity Loans........................................................40

Section 8.09      Certain Matters Affecting the Indenture Trustee..........................41

Section 8.10      Owner Trustee Not Liable for Related Documents...........................41

ARTICLE IX        Compliance with Regulation AB............................................41

Section 9.01      Intent of the Parties; Reasonableness....................................41

Section 9.02      Additional Representations and Warranties of the Indenture Trustee.......42

Section 9.03      Information to be provided by the Indenture Trustee......................43

Section 9.04      Report on Assessment of Compliance and Attestation.......................43

Section 9.05      Indemnification; Remedies................................................43










EXHIBITS

Exhibit A-I        Group I Loan Schedule.................................................A-1-1
Exhibit A-II       Group II LoanSchedule.................................................A-2-1
Exhibit B          Limited Power of Attorney............................................ B-1
Exhibit C          Form of Request for Release...........................................C-1
Exhibit D          Form of Lender Certification for Assignment
                   of Home Equity Loan....................................................D-1
Exhibit E          Form 10-K Certificate..................................................E-1
Exhibit F          Form of Back-Up Certification to Form 10-K Certificate.................F-1
Exhibit G          Servicing Criteria.....................................................G-1