Common use of Servicer to Maintain Perfection and Priority Clause in Contracts

Servicer to Maintain Perfection and Priority. In order to evidence the interests of the Administrator under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator CNHCR and Issuer under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIssuer) to maintain and perfect, as a first-first priority interest, the AdministratorIssuer’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer for Issuer to authorize (based in reliance on the Administrator for Opinion of Counsel hereinafter provided for) the Administrator’s authorization and approvalServicer to file, all financing statements, amendments, continuations or initial continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorIssuer’s security interest in the Receivables as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator CNHCR or the Administrator Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Indenture to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Issuer in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (c).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator CNHCR and Issuer under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIssuer) to maintain and perfect, as a first-first priority interest, the Administrator’s Issuer's security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer for Issuer to authorize (based in reliance on the Administrator for Opinion of Counsel hereinafter provided for) the Administrator’s authorization and approvalServicer to file, all financing statements, amendments, continuations or initial continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Issuer's security interest in the Receivables as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator CNHCR or the Administrator Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Indenture to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Issuer in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (c).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator CNHCR and Issuing Entity under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIssuing Entity) to maintain and perfect, as a first-first priority interest, the AdministratorIssuing Entity’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuing Entity for Issuing Entity to authorize (based in reliance on the Administrator for Opinion of Counsel hereinafter provided for) the Administrator’s authorization and approvalServicer to file, all financing statements, amendments, continuations or initial continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorIssuing Entity’s security interest in the Receivables as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Issuing Entity together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuing Entity pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuing Entity’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuing Entity shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator CNHCR or the Administrator Issuing Entity where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Indenture to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Issuing Entity in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (c).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of Issuer and the Administrator Indenture Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIssuer) to maintain and perfect, as a first-first priority interest, the Administrator’s Indenture Trustee's security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Indenture Trustee for the Administrator’s authorization and approvalIndenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Indenture Trustee's security interest in the Receivables as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator Indenture Trustee or the Administrator Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Indenture to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Issuer in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.paragraph (c). APPENDIX A

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator paragraph (17). SCH I Third Amended and any other Indemnified Party or Affected Person shall be paid in full.Restated SCH I - i Third Amended and Restated

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION (“DTC”), releaseTO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, or any amendment that deletes the name OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). Certificate No. : Cut-Off Date : [ ], 200[ ] First Distribution Date : [ ], 200[ ] Final Scheduled Distribution Date : [ ], 20[ ] Original Certificate Principal Balance of a debtor or excludes collateral this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.Class : $ Pass-Through Rate : [ ]%1 CUSIP :

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Transferor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the Administrator’s Trustee's security interest in the Receivables, Related Security and CollectionsTransferor's rights in the Receivables Property. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for in this paragraph) the Servicer to file, all financing statements, amendments, continuations or initial continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Trustee's security interest in the Transferor's rights in the Receivables Property as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to the Section 2.1 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC without in the signature applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the SellerTrustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, any Originator or the Administrator where allowed by applicable lawTrustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the UCC. Notwithstanding anything else in the Transaction Documents this Agreement to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Trustee in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (8).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Borrower and the Collateral Agent under this Agreement, the Servicer shall, from time to time they each shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Deal Agent) ), to maintain and perfect, as a first-first priority interest, the AdministratorCollateral Agent’s security interest in the Receivables, Related Security and CollectionsCollateral. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Deal Agent for the Administrator’s authorization and approvalDeal Agent to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorCollateral Agent’s security interest in the Collateral as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Deal Agent together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Collateral Agent pursuant to this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the UCC (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Deal Agent’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Deal Agent shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC without the signature of the Seller, any Originator Borrower or the Administrator Deal Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Document to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Deal Agent in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph 11.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of Issuer and the Administrator Indenture Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIssuer) to maintain and perfect, as a first-first priority interest, the Administrator’s Indenture Trustee's security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Indenture Trustee for the Administrator’s authorization and approvalIndenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Indenture Trustee's security interest in the Receivables as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator Indenture Trustee or the Administrator Issuer where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Indenture to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Issuer in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (c).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be I\5470084.2 necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesPool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Pool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.paragraph (17). I\5470084.2 SCHEDULE I [RESERVED] I\5470084.2 SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS [*] [*] [*] [*] [*] [*] [*] [*] I\5470084.2 SCHEDULE III NET RECEIVABLES POOL BALANCE CALCULATIONS

Servicer to Maintain Perfection and Priority. In order to evidence the interests of the Administrator Issuer and the Trustee under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, including such actions as are reasonably requested by the Administrator or any Purchaser AgentSecured Party) to maintain and perfect, as a first-priority interest, the AdministratorIssuer’s or the Trustee’s ownership or security interest in the Receivables, Related Security Receivables and Collectionsperfect the Issuer’s or the Trustee’s ownership or security interest in collateral covering the Receivables or any Trust Account (or any subaccount thereof). The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the AdministratorTrustee’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interestinterest the Trustee’s security interest in the Trust Estate. The AdministratorTrustee’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the SellerIssuer, any Originator Seller or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the AdministratorTrustee. The Trustee may require, until prior to authorizing or filing any such time as termination, partial termination, release, partial release or amendment, that Servicer provide an Opinion of Counsel that such filings are authorized under the latest Transaction Documents. ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1. Definitions 2 Section 1.2. Incorporation by Reference of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.Trust Indenture Act 30

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent's, on behalf of the Secured Parties', security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller's right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent's, on behalf of the Secured Parties', security interest in the Receivables and Collections with respect thereto and the Seller's right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Control Party (or if the Control Party is the Majority Purchasers, the Agent) may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent's, on behalf of the Secured Parties' signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.paragraph (17). EX-VII-4 SCHEDULE I CREDIT AND COLLECTION POLICY SCH-I-1 [GRAPHIC] AFC CREDIT POLICY AFC AUTOMOTIVE FINANCE CORPORATION(TM) [AN ALLETE COMPANY LOGO] INTRODUCTION RESPONSIBILITY AND AUTHORITY GOLD ACCOUNTS: LINE REQUESTS UP [ * ] (NEW APPLICATIONS AND LINE INCREASES) PLATINUM ACCOUNT: LINE REQUESTS [ * ] (NEW APPLICATIONS AND LINE INCREASES) CREDIT APPROVAL POLICY AUCTION/NON-AUCTION PURCHASES DEALER QUICK APPS POLICY CREDIT FILES & MAINTENANCE ANNUAL REVIEW POLICY SPECIAL PROGRAMS LOAN SUPERVISION AFC - CREDIT POLICY

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION (“DTC”), releaseTO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on November 15, 2006 First Distribution Date : January 22, 2007 Final Scheduled Distribution Date : March 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : [___]%, subject to the Net Rate Cap CUSIP : [___] Class : [___] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any amendment of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that deletes CEDE & CO. is the name registered owner of the Percentage Interest evidenced by this Class [__] Certificate (obtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a debtor Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of December 14, 2006 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or excludes collateral of be valid for any such financing statements, without the prior written consent purpose unless manually countersigned by an authorized signatory of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesPool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Pool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (17).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Borrower and the Collateral Agent under this the Agreement and the Security Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Collateral Agent) ), to maintain and perfect, as a first-first priority interest, the AdministratorCollateral Agent’s security interest in the Receivables, Related Security and CollectionsCollateral. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Collateral Agent for the Administrator’s authorization and approvalCollateral Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorCollateral Agent’s security interest in the Collateral as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Collateral Agent together with (x) an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Collateral Agent pursuant to the Security Agreement, (ii) satisfies all requirements and conditions to such Filing in the Agreement and (iii) satisfies the requirements for a Filing of such filings type under the UCC (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Collateral Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Collateral Agent shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC without the signature of the Seller, any Originator Borrower or the Administrator Collateral Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Document to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Collateral Agent in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph 13.

Servicer to Maintain Perfection and Priority. In order to evidence the interests of the Administrator Issuer and the Trustee under this AgreementBase Indenture, the Servicer shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without limitation, including such actions as are reasonably requested by the Administrator or any Purchaser AgentSecured Party) to maintain and perfect, as a first-priority interest, the AdministratorIssuer’s or the Trustee’s ownership or security interest in the Receivables, Related Security Receivables and Collectionsperfect the Issuer’s or the Trustee’s ownership or security interest in collateral covering the Receivables or any Trust Account (or any subaccount thereof). The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the AdministratorTrustee’s authorization and approval, approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interestinterest the Trustee’s security interest in the Trust Estate. The AdministratorTrustee’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the SellerIssuer, any Originator Seller or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the AdministratorTrustee. The Trustee may require, until prior to authorizing or filing any such time as termination, partial termination, release, partial release or amendment, that Servicer provide an Opinion of Counsel that such filings are authorized under the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullTransaction Documents.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesPool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Pool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial terminationon behalf of the Secured Parties, releasein accordance with this paragraph (17). SCHEDULE I [RESERVED] SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS [*] [*] [*] [*] [*] [*] Total Pool Receivables (A) Specified Ineligible Receivables (B) Total Pool Receivables excluding Specified Ineligible Receivables (A) - (B) (C) Title Attached Receivables (D) Receivables subject to Back-up Servicing Fee (C) - (D) (E) Non-US residents, partial releasegovernmental, or any amendment that deletes the name other ineligible obligors f1 Delinquent Receivables f2 Defaulted Receivables f3 Obligors with > [*] Defaulted Receivables f4 Short-pays f5 NSF f6 Ineligible contract terms f7 Receivable > original terms without Excess Curtailment f8 Other ineligible vehicle types f9 Sold out of a debtor Trust f10 Obligors subject to bankruptcy or excludes collateral insolvency proceedings f11 Rental Receivables (Principal Balance > [*]) f12 Term > [*] payoff f13 Total ineligible Receivables (sum f) (F) Eligible Receivables (E) - (F) (G) Obligor Name Amount Also, has Rental?Y/N Concentration limit Limit Excess concentrations h1 h2 h3 h4 h5 h6 h7 h8 h9 h10 (sum h) (H) Obligor Name Amount Also, has Rental? Y/N Concentration Limit Limit Excess concentrations i1 i2 i3 i4 i5 i6 i7 i8 i9 i10 (sum i) — (I) All Obligors exceeding [*] Normal Concentration limit (aggregate concentration limit [*]) Value of any such financing statementsReceivables for Obligor Name Amount Concentration Limit Limit Obligors exceeding [*] Total of Special Obligors exceeding [*] (i) 0 (sum j) [*] concentration percentage x (G) (ii) 0 Excess concentration if (i) > (ii), without the prior written consent then (ii) - (i) — (J) Total Motorcycles (including all-terrain vehicles) (i) All-Terrain Vehicles (ii) All-Terrain Vehicles Advance Limit (iii) All Terrain Vehicles Discounted amount (ii) x (iii) (iv) Total Motorcycles discounted amount (i) - (ii) + (iv) (x) Salvage Vehicles (v) Advance Limit (vi) Salvage Vehicles discounted amount (v) x (vi) (y) Marine Crafts (vii) Advance Limit (viii) Marine Crafts discounted amount (vii) x (viii) (z) Specialty Vehicle Type Amount Concentration limit Limit Excess concentrations [*] from (x) k1 K1 [*] k2 K2 [*] k3 K3 [*] from (y) k4 K4 [*] k5 K5 [*] from (z) k6 K6 [*] k7 K7 Excess concentration (sum k) (K) Total Specialty Vehicles (i) sum (k) Excess concentration (ii) from (K) Total Specialty Vehicles, net of the AdministratorExcess Concentration (i) - (ii) (iii) [*] Concentration Percentage x (G) (iv) — Excess Concentration if (iii) > (iv), until such time as the latest of the Facility Termination Date, the date on which no Capital of or then (iv) - (iii) (L) Extended Curtailment Receivables (i) Extended Curtailments > [*] days (ii) Extended Curtailments delinquent [*] days (iii) from (ii) (M) (i) - (ii) (iv) Reduction to NRPB Discount in respect of the Purchased Interest shall be outstanding, the date on which an percentage (v) Discounted amount equal to (iv) x (v) n1 Value at [*] advance limit (iii) * [100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired- (v)] (vi) [*] Concentration percentage x (G) (vii) Excess concentration if (vi) > (vii), or the date all other amounts owed by the Seller under this Agreement then (vii) - (vi) n2 (sum n) (N) Static Rental Receivables Pool Net Loss Rate ** Static Rental Receivables Pool Net Loss Rate Advance rate Applicable Rental Receivables Advance Rate (i) All Rental Receivables including large rental Obligors (ii) Individual excess concentrations (not to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.double count) (iii) sum (h8-h10) - sum(i8-i10)

Servicer to Maintain Perfection and Priority. In The Owner Trustee shall cause the Servicer, in order to evidence the interests of the Administrator Seller, the Owner Trustee and the Indenture Trustee under this the Sale and Servicing Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentIndenture Trustee) to maintain and perfect, as a first-first priority interest, the Administrator’s Indenture Trustee's security interest in the Receivables, Related Security and CollectionsMortgage Loans. The Owner Trustee shall cause the Servicer shallto, from time to time and within the time limits established by law, prepare and present to the Administrator Indenture Trustee for the Administrator’s authorization and approvalIndenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Master Service to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Indenture Trustee's security interest in the Mortgage Loans as a first-priority interestinterest (each a "Filing"). The Administrator’s approval of such filings Owner Trustee shall authorize cause the Servicer to file present each such financing statements Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trust pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Indenture Trustee shall promptly authorize in writing the Servicer to, and the Owner Trustee shall cause the Servicer to, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator Seller or the Administrator Owner Trustee or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Indenture Trustee. SCHEDULE A MORTGAGE LOAN SCHEDULE EXHIBIT A FORM OF CLASS A NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION ("DTC"), releaseTO THE OWNER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE OR PAYMENT, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statementsAND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), without the prior written consent of the AdministratorANY TRANSFER, until such time as the latest of the Facility Termination DatePLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstandingCEDE & CO., the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expiredHAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullTHE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. No. CUSIP NO.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION (“DTC”), releaseTO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on September 26, 2007 First Distribution Date : November 20, 2007 Final Scheduled Distribution Date : November 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : One-Month LIBOR plus ___%, subject to the Net Rate Cap CUSIP : [___] Class : [___] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any amendment of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that deletes CEDE & CO. is the name registered owner of the Percentage Interest evidenced by this Class [__] Certificate (obtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a debtor Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 18, 2007 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or excludes collateral of be valid for any such financing statements, without the prior written consent purpose unless manually countersigned by an authorized signatory of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this I\11418185.1 paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesPool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Pool Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest in accordance with this paragraph (17). I\11418185.1 SCHEDULE I [RESERVED] I\11418185.1 SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS [*] [*] [*] [*] [*] [*] I\11418185.1 SCHEDULE III NET RECEIVABLES POOL BALANCE CALCULATIONS A. Total Pool Receivables (A) B. Specified Ineligible Receivables (B) C. Total Pool Receivables excluding Specified Ineligible Receivables (A) - (B) (C) D. Title Attached Receivables (D) Prior ME Recvs: E. Receivables subject to Back-up Servicing Fee (C) - (D) (E) F. ineligible Receivables G. Eligible Receivables (E) - (F) (G) H. Normal Concentration Percentage I. Special Concentration Percentage - Special Obligors J. All Obligors exceeding [*] Normal Concentration limit (aggregate concentration limit [*]) Obligor Name Amount Concentration Limit Normal Concentration Percentage Value of the Facility Termination DateReceivables included for Obligors exceeding [*] [*] * (G) j1 [*] * (G) j2 [*] * (G) j3 [*] * (G) j4 [*] * (G) j5 [*] * (G) j6 [*] * (G) j7 [*] * (G) j8 [*] * (G) j9 [*] * (G) j10 [*] * (G) j11 [*] * (G) j12 [*] * (G) j13 Total of Special Obligors exceeding [*] (i) (sum j) [*] Special Concentration Percentage x (G) (ii) if (i) > (ii), the date on which no Capital then (ii) - (i) 0 (J) Excess concentration Reduction to NRPB I\11418185.1 K. Special Concentration Percentage - Specialty Vehicles L. [*] Specialty Vehicle Aggregate Special Concentration Percentage M. Special Concentration Percentage - Rental Receivables N. Special Concentration Percentage - Minimum Curtailment Payment O. Special Concentration Percentage - Auction Credit P. Special Concentration Percentage - Term > [*] Q. Total of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator discounts and any other Indemnified Party or Affected Person shall be paid in full.excess concentrations (Sum H through P) (Q) Net Receivables Pool Balance (G) + (Q) I\11418185.1 SCHEDULE IV [RESERVED] I\11418185.1 SCHEDULE V TAX MATTERS I\11418185.1 SCHEDULE VI COMPETITOR FINANCIAL INSTITUTIONS [*] I\11418185.1 BK OF MONTREAL [*] FAIRWAY [*] CHARIOT [*] FIFTH THIRD [*] PNC [*] THUNDER BAY [*] I\11418185.1 ANNEX B FORM OF SERVICER REPORT

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Control Party (or if the Control Party is the Majority Purchasers, the Agent) may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.paragraph (17). SecSCH-I-1 [GRAPHIC] AFC CREDIT POLICY AFC AUTOMOTIVE FINANCE CORPORATION(TM) [AN ALLETE COMPANY LOGO] INTRODUCTION RESPONSIBILITY AND AUTHORITY GOLD ACCOUNTS: LINE REQUESTS UP TO $150K US/$200K CANADIAN (NEW APPLICATIONS AND LINE INCREASES) PLATINUM ACCOUNT: LINE REQUESTS OVER $150K US/$200K CANADIAN (NEW APPLICATIONS AND LINE INCREASES) CREDIT APPROVAL POLICY AUCTION/NON-AUCTION PURCHASES DEALER QUICK APPS POLICY CREDIT FILES & MAINTENANCE ANNUAL REVIEW POLICY SPECIAL PROGRAMS LOAN SUPERVISION AFC - CREDIT POLICY

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION (“DTC”), releaseTO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on May 2, 2007 First Distribution Date : June 20, 2007 Final Scheduled Distribution Date : July 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : [___]%, subject to the Net Rate Cap CUSIP : [___] Class : [___] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any amendment of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that deletes CEDE & CO. is the name registered owner of the Percentage Interest evidenced by this Class [__] Certificate (obtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a debtor Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of May 24, 2007 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or excludes collateral of be valid for any such financing statements, without the prior written consent purpose unless manually countersigned by an authorized signatory of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Agent, on behalf of the Secured Parties, under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary (or advisable including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser Agent) , on behalf of the Secured Parties, to maintain and perfect, as a first-first priority interestinterest (subject only to Permitted Liens), the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and Collectionsthe proceeds thereof. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Agent, on behalf of the Secured Parties, for the Administrator’s authorization and approvalAgent, on behalf of the Secured Parties, to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Agent’s, on behalf of the Secured Parties’, security interest in the Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interestinterest (subject only to Permitted Liens) (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Agent, on behalf of the Secured Parties, together with (x) an opinion of counsel as to perfection and such other matters as the Agent may reasonably request with respect to such Filing, and (y) a form of authorization for the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such filings opinion of counsel and form of authorization, the Agent, on behalf of the Secured Parties, shall promptly authorize the in writing Servicer to file to, and Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of Originator, the Seller, any Originator or the Administrator Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Agreement to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Agent, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent on behalf of the AdministratorSecured Parties, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullparagraph (17).

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of Debtor and the Administrator Secured Party under this the Specified Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentDebtor) to maintain and perfect, as a first-first priority interest, the Administrator’s Secured Party's security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Secured Party for the Administrator’s authorization and approvalSecured Party to authorize the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Secured Party's security interest in the Receivables as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Secured Party together with an Officer's Certificate to the effect that such Filing is (i) consistent with grant of the security interest to the Secured Party pursuant to the Specified Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings shall authorize the Servicer to file such financing statements type under the UCC Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Secured Party's signature. Upon receipt of such Officer's Certificate and form of authorization, Debtor shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of the Seller, any Originator Secured Party or the Administrator Debtor where allowed by applicable law. Notwithstanding anything else in the Transaction Documents Specified Agreement to the contrary, the Servicer shall not have any authority to file effect a termination, partial termination, release, partial release, or any amendment that deletes Filing without obtaining written authorization from the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount Debtor in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under accordance with this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.paragraph (c). 15 MASTER INDENTURE

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Seller and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the Administrator’s Trustee's security interest in the Receivables, Related Security and CollectionsMortgage Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for Trustee to authorize (based in reliance on the Administrator’s authorization and approvalOpinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Administrator’s Trustee's security interest in the Mortgage Loans as a first-priority interestinterest (each a "Filing"). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Seller or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. EXHIBIT A FORM OF CLASS A-1 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION ("DTC"), releaseTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statementsOR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), without the prior written consent of the AdministratorANY TRANSFER, until such time as the latest of the Facility Termination DatePLEDGE, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstandingOR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expiredCEDE & CO., or the date all other amounts owed by the Seller under this Agreement to any PurchaserHAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, any Purchaser AgentTHIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT." AS THOSE TERMS ARE DEFINED, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullRESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.by

Servicer to Maintain Perfection and Priority. In The Servicer covenants that, in order to evidence the interests of the Administrator Depositor and the Trustee under this Agreement, the Servicer shall, from time to time shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrator or any Purchaser AgentTrustee) to maintain and perfect, as a first-first priority interest, the AdministratorTrustee’s security interest in the Receivables, Related Security and CollectionsHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator Trustee for the Administrator’s authorization and approvalTrustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations or continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the AdministratorTrustee’s security interest in the Home Equity Loans as a first-priority interestinterest (each a “Filing”). The Administrator’s approval Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such filings type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to file to, and the Servicer shall, effect such financing statements Filing under the UCC Uniform Commercial Code without the signature of the Seller, any Originator Depositor or the Administrator Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents transaction documents to the contrary, the Servicer shall not have any authority to file effect a terminationFiling without obtaining written authorization from the Trustee. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, partial terminationA NEW YORK CORPORATION (“DTC”), releaseTO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, partial releaseEXCHANGE, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statementsOR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), without the prior written consent of the AdministratorANY TRANSFER, until such time as the latest of the Facility Termination DatePLEDGE, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstandingOR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expiredCEDE & CO., or the date all other amounts owed by the Seller under this Agreement to any PurchaserHAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, any Purchaser AgentTHIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, the Administrator and any other Indemnified Party or Affected Person shall be paid in fullRESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR