FILED: NEW YORK COUNTY CLERK 01/17/2014 INDEX NO /2013 NYSCEF DOC. NO. 30 RECEIVED NYSCEF: 01/17/2014. Exhibit A

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1 FILED: NEW YORK COUNTY CLERK 01/17/2014 INDEX NO /2013 NYSCEF DOC. NO. 30 RECEIVED NYSCEF: 01/17/2014 Exhibit A

2 CADWALADER Cadwalader, Wickersham & Taft LLP New York London Charlotte Washington Beijing One World Financial Center, New York, NY Tel Fax TABLE OF CONTENTS l Document PRINCIPAL DOCUMENTS DISCLOSURE: PUBLIC TRANSACTION 1. Free Writing Prospectus, dated April 16, 2007 (the "Free Writing Prospectus"), relating to the issuance and sale of the Class A-I, Class A-2, Class A-3, Class A-4, Class M-l, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates (the "Publicly Offered Certificates"). 2. EDGAR Confirmation, dated April 17, 2007, relating to the filing of Free Writing n/a Prospectus under Rule EDGAR Confirmation, dated April 16, 2007, relating to the filing of Free Writing n/a Prospectus under Rule 433 (Termsheet). 4. EDGAR Confirmation, dated April 16, 2007, relating to the filing of Free Writing n/a Prospectus under Rule 433 (Mortgage Loan Schedule). 5. Prospectus Supplement, dated April 25, 2007 (the "Prospectus Supplement") and Prospectus, dated February 22,2007 (the "Prospectus"), relating to the issuance and sale ofthe Publicly Offered Certificates. All documents are dated the Closing Date, unless otherwise specified herein. USActive

3 6. EDGAR confirmation, dated April 26, 2007, relating to the filing of the Prospectus and nla Prospectus Supplement under Rule 424(b). 7. Private Placement Memorandum, dated April 26, 2007 (the "Prospectus"), relating to the issuance and sale of the Privately Offered Certificates (Class B-4). UNDERWRITING AND PURCHASE AGREEMENTS 8. Underwriting Agreement, dated April 25, 2007, (the "Underwriting Agreement"), among the Depositor and the Underwriters, relating to the sale of the Publicly Offered Certificates. 9. Certificate Purchase Agreement, dated April 26, 2007, (the "Private Certificate Purchase Agreement"), between the Depositor and the Initial Purchaser, relating to the sale of the Private Certificates. INDEMNIFICATION AGREEMENTS 10. Indemnification and Contribution Agreement, dated April 16, 2007, among Saxon, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. 11. Indemnification and Contribution Agreement, dated April 16, 2007, among Master Financial, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. 12. Indemnification and Contribution Agreement, dated April 16, 2007, among Deutsche Bank, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. 13. Indemnification and Contribution Agreement, dated April 16, 2007, among First NLC, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. 14. Indemnification and Contribution Agreement, dated April 16, 2007, among Wells Fargo, as Master Servicer, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. 15. Indemnification and Contribution Agreement, dated April 16, 2007, among the Underwriter, the Depositor, the Representative, the Initial Purchaser and the Unaffiliated Seller. ASSIGNMENT AND RECOGNITION AGREEMENTS 16. Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Accredited. USActive

4 17. Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and CIT. 18. Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and First Horizon. 19. Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and First NLC. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and FlexPoint. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Funding America. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Lime Financial. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Master Financial. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Maxim. A. Limited Power of Attorney Assignment and Recognition Agreement, dated April 30, 2007, among Natixis, the Depositor and Platinum. SAXON 26. Saxon Assignment and Conveyance, dated April 30, 2007 (the "Saxon A&C"), between Natixis and Saxon. 27. Saxon Servicing Rights Terms Agreement, dated April 30, 2007 ( the "Saxon SRTA"), between Natixis and Saxon. USActive

5 ACCOUNTANTS' COMFORT LETTERS 28. Letter ofd&t, dated April 12, 2007, relating to Procedures and Filings. 29. Letter ofd&t, dated April 16, 2007, relating to the Free Writing Prospectus. 30. Letter ofd&t, dated April 25, 2007, relating to the Prospectus Supplement. 31. Letter of D&T, dated April 26, 2007, relating to the Class B-4 PPM. D&T D&T D&T D&T RATINGS LETTERS 32. Letters from S&P, stating its initial ratings ofthe Certificates. 33. Letter from Moody's, stating its initial ratings of the Certificates. 34. Letter from Fitch, stating its initial ratings of the Certificates. S&P Moody Fitch POOLING AND SERVICING AGREEMENT 35. Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Pooling and Servicing Agreement"), among the Depositor, Natixis, Wells Fargo, Saxon and the Trustee, relating to the issuance of the Certificates and the servicing of the Mortgage Loans. SCHEDULES Schedule I Schedule II Schedule III Schedule IlIA Schedule IV EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit D-2 Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Mortgage Loan Schedule [Reserved] Representations and Warranties of Saxon Further Representations and Warranties of Saxon Representations and Warranties ofnatixis Form of Class A, Class M and Class B Certificate Form of Class B-4 Certificate Form of Class P Certificate Form of Class R Certificate Form of Class RX Certificate Form of Class X Certificate Form of Initial Certification of Custodian Form of Final Certification of Custodian Form of Residual Transfer Affidavit Form of Transferor Certificate Form of Rule 144A Letter Form of Request for Release USActive

6 Exhibit L Exhibit M Exhibit N Exhibit 0 Exhibit P Exhibit Q Exhibit R Exhibit S Exhibit T ExhibitU Exhibit V Exhibit W Exhibit X Exhibit Y Exhibit Z Exhibit AA Exhibit BB Exhibit CC Exhibit DD Exhibit EE Exhibit FF Exhibit GG ExhibitHH Exhibit II Exhibit JJ Exhibit KK Exhibit LL ExhibitMM ExhibitNN Exhibit 00 Exhibit PP Contents of Each Mortgage File Fonn of Subsequent Transfer Agreement Fonn of Certification to be provided with Fonn lo-k Fonn of Annual Certification to be Provided to the Master Servicer Fonn of Servicer Power of Attorney Servicing Criteria - To be Addressed in Assessment of Compliance Additional Fonn lo-d Disclosure Additional Fonn lo-k Disclosure Fonn 8-K Disclosure Infonnation [Reserved] Fonn of Servicer Report Standard File Layout - Delinquency Reporting Interest Rate Swap Agreement Interest Rate Cap Agreement Fonn of Advance Reimbursement Notice Fonn of Master Servicer's Report Accredited Agreements CIT Agreements First Horizon Agreements First NLC Agreements FlexPoint Agreements Funding America Agreements Lenders Direct Agreements Lime Agreements Mandalay Agreements Master Financial Agreements Maxim Agreements NC Capital Agreements Platinum Agreements Rose Agreements Unaffiliated Seller's Agreement UNAFFILIATED SELLER'S AGREEMENT 36. Unaffiliated Seller's Agreement, dated as of April 30, 2007, between the Unaffiliated Seller and the Depositor USActive

7 ANCILLARY CLOSING DOCUMENTS AND OPINIONS OFFICERS' CERTIFICATES AND ORGANIZATIONAL DOCUMENTS 37. Certificate of the Assistant Secretary of the Depositor, together with the following attachments: A. Charter. B. By-Laws. C. Resolutions. D. Certificate of the Secretary of State of the State of Delaware, dated April 27, 2007, as to the Good Standing and legal existence of the Depositor. 38. Officer's Certificate of the Unaffiliated Seller certifying as to, among other things: A. Certificate of Incorporation. B. By-Laws. C. Certificate of Good Standing dated April 27, Incumbency Certificate ofnatixis FP. A. Certificate of Good Standing dated April 27, Officer's Certificate of Wells Fargo, together with the following attachments: A. Articles of Association. B. Amendment to the Articles of Association. C. Incumbency Certificate of Trustee. 41. Officer's Certificate of Saxon, together with the following attachments: A. Articles of Incorporation and By-Laws. B. Certificate of Good Standing dated April 19, C. Resolutions. Schedule A. List of Servicing Officers and signatures Natixis FP Wells Fargo Saxon 42. Certificate of the Trustee and Custodian with Authorized Signatories relating to the Pooling and Servicing Agreement. 43. Certificate of Vice President of Deutsche Bank, together with the following attachments: A. Articles of Association of the Association. B. Amendment to the Articles of Association of the Association. Deutsche Bank Deutsche Bank OPINIONS OF COUNSEL 44. Opinion ofcwt, special counsel to Natixis RE, Natixis FP and the Depositor. (Issuer's Counsel) USActive

8 45. Opinion of CWT, special counsel to the Underwriters, relating to the Free Writing Prospectus. (Rule 159) 46. Letter of CWT, special counsel to MS&Co., relating to the Private Placement Memorandum. (Rule 10b-5) 47. Letter of CWT, special counsel to the Underwriters, relating to the Prospectus and Prospectus Supplement. (Rule 10b-5) 48. Opinion of CWT, special counsel to the Depositor, concerning certain bankruptcy matters relating to the transfer of the Mortgage Loans, together with the following attachments: (True Sale) A. Officer's Certificate of Depositor. B. Officer's Certificate ofnatixis. C. Officer's Certificate of MS&Co. 49. Opinion of CWT, special counsel to the Underwriter, Validity and Tax Opinion for filing with the SEC. (SEC Opinion) Opinion of in-house counsel to the Depositor, relating to the Pooling and Servicing Agreement, Bill of Sale, the Underwriting Agreement, the Purchase Agreement and the Unaffiliated Seller's Agreement. 51. Opinion of in-house counsel to the Natixis Real Estate, relating to the Swap Agreement. 52. Opinion of in-house counsel to Natixis Real Estate, relating to the Unaffiliated Seller's Agreement and the Pooling and Servicing Agreement. 53. Opinion of SNR, counsel to the Trustee, relating to the Pooling and Servicing Agreement. 54. Reliance Letter of SNR, counsel to the Trustee, relating to the Pooling and Servicing Agreement. 55. Opinion of in-house counsel to Saxon, relating to the Pooling and Servicing Agreement and the Indemnification Agreement. 56. Opinion of McKee Nelson, counsel to Saxon, relating to the enforceability of the Pooling and Servicing Agreement. 57. Opinion of in-house counsel to Wells Fargo, relating to the Pooling and Servicing Agreement. 58. Opinion of Seward & Kissel, counsel to Wells Fargo, relating to the Pooling and Servicing Agreement. Morgan Stanley Natixis Natixis SNR SNR Saxon McKee Nelson Wells Fargo S&K USActive

9 OTHER CLOSING DOCUMENTS 59. Interest Rate Swap Agreement and Interest Rate Cap Agreement, dated April 30, 2007, between the Trust and IXIS FP 1. ISDA Master Agreement. 2. Schedule to Master Agreement. 3. Credit Support Annex. 4. Swap Confirmation, dated April 30, Cap Confirmation, dated April 30, Bill of Sale, between Natixis RE and the Depositor, relating to the Mortgage Loans sold to the Depositor by Natixis RE. 61. Certificate of an officer of the Depositor, pursuant to Section V.A. (iii) of the Underwriting Agreement. 62. Request of the Depositor to the Trustee to deliver authenticated Certificates in the names and denominations specified by the Underwriters. 63. Initial Certification of the Custodian with respect to the Mortgage Loans Securities Administrator's Acknowledgement of Receipt ofthe Policy Cross Receipt between the Depositor and Natixis relating to the Mortgage Loans Cross Receipt between the Depositor and the Initial Purchaser relating to the Privately Offered Certificates (Class B-4). 67. Cross Receipt between the Depositor and the Underwriters relating to the Publicly Offered Certificates. 68. Shelf Usage Fee Side Letter, dated April 30, 2007, between MSMC and the Unaffiliated Seller. 69. Letter of Representations of the Depositor and the Trustee to DTC, concerning the Certificates. 70. Specimens of the Certificates. n/a MISCELLANEOUS 71. Evidence of CUSIP, ISIN and Common Code designations. n/a USActive

10 72. Current Report on Form 8-K ofthe Depositor, dated April 30, 2007, relating to the legality and tax opinion. 73. EDGAR Confirmation, dated April 30, 2007, relating to the filing with the SEC of the Depositor's Current Report on Form 8-K attaching the legality and tax opinion. 74. Current Report on Form 8-K of the Depositor, dated May 16, 2007, relating to the Pooling and Servicing Agreement. 75. EDGAR Confirmation, dated May 16,2007, relating to the filing of the Depositor's Current Report on Form 8-K attaching the Pooling and Servicing Agreement and other material agreements. 76. Working Group List. USActive

11 Key to Defined Terms Accredited CIT CWT Depositor DTC D&T First Horizon First NLC Fitch FlexPoint Funding America Initial Purchaser Lenders Direct Lime Financial Mandalay Master Financial Maxim McKee Nelson Moody's MS&Co. MSMC Natixis Natixis FP Natixis Securities NC Capital Corporation Originators Platinum Rating Agencies Rose R&T Accredited Home Lenders, Inc. The CIT Group/Consumer Finance, Inc. Cadwalader, Wickersham & Taft LLP Morgan Stanley ABS Capital I Inc. The Depository Trust Company Deloitte & Touche LLP First Horizon Mortgage Loan First NLC Financial Services, LLC Fitch, Inc. FlexPoint Funding Corp. Funding America, LLC Morgan Stanley & Co. Incorporated Lenders Direct Capital Corporation Lime Financial Services, Ltd. Mandalay Mortgage, LLC Master Financial Inc. Maxim Mortgage Corp. McKee Nelson Moody's Investors Service, Inc. Morgan Stanley & Co. Incorporated Morgan Stanley Mortgage Capital Inc. Natixis Real Estate Capital Inc. Natixis Financial Products Inc. Natixis Securities North America Inc. NC Capital Corporation Accredited, CIT, First Horizon, First NLC, FlexPoint, Funding America, Lenders Direct, Lime, Mandalay, Master Financial, Maxim, NC Capital Corporation, Platinum and Rose. Platinum Capital Group Moody's, S&P and Fitch Rose Mortgage Corp. Rutan & Tucker, LLP USActive

12 S&P Saxon S&K SNR Trust Trustee Unaffiliated Seller Underwriters Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. Saxon Mortgage Services, Inc Seward & Kissel LLP Sonnenschein Nath & Rosenthal LLP Natixis Real Estate Capital Trust 2007-HE2 Deutsche Bank National Trust Company Natixis Real Estate Capital Inc. MS&Co., Banc of America Securities LLC and Natixis Securities USActive