Exhibit 4.1

             STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

                  AURORA LOAN SERVICES LLC, as Master Servicer,

                                       and

                           CITIBANK, N.A., as Trustee

                           ___________________________

                                 TRUST AGREEMENT

                            Dated as of March 1, 2006
                           ___________________________

                     STRUCTURED ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2006-3H

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
Article I  DEFINITIONS.........................................................6

  Section 1.01.   Definitions..................................................6

  Section 1.02.   Calculations Respecting Mortgage Loans......................40

Article II        DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES..............40

  Section 2.01.   Creation and Declaration of Trust Fund;
                  Conveyance of Mortgage Loans................................40

  Section 2.02.   Acceptance of Trust Fund by Trustee: Review of
                  Documentation for Trust Fund................................44

  Section 2.03.   Representations and Warranties of the Depositor.............46

  Section 2.04.   Discovery of Breach.........................................47

  Section 2.05.   Repurchase, Purchase or Substitution of Mortgage Loans......48

  Section 2.06.   Grant Clause................................................49

Article III   THE CERTIFICATES................................................50

  Section 3.01.   The Certificates............................................50

  Section 3.02.   Registration................................................51

  Section 3.03.   Transfer and Exchange of Certificates.......................51

  Section 3.04.   Cancellation of Certificates................................57

  Section 3.05.   Replacement of Certificates.................................57

  Section 3.06.   Persons Deemed Owners.......................................57

  Section 3.07.   Temporary Certificates......................................58

  Section 3.08.   Appointment of Paying Agent.................................58

  Section 3.09.   Book-Entry Certificates.....................................58

Article IV    ADMINISTRATION OF THE TRUST FUND................................60

  Section 4.01.   Collection Account..........................................60

  Section 4.02.   Application of Funds in the Collection Account..............62

  Section 4.03.   Reports to Certificateholders...............................64

  Section 4.04.   Certificate Account.........................................67

Article V     DISTRIBUTIONS TO HOLDERS OF CERTIFICATES........................68

  Section 5.01.   Distributions Generally.....................................68

  Section 5.02.   Distributions from the Certificate Account..................68

  Section 5.03.   Allocation of Realized Losses...............................73

  Section 5.04.   Advances by the Master Servicer and the Trustee.............75


                                       i
<PAGE>

  Section 5.05.   Compensating Interest Payments..............................76

Article VI    CONCERNING THE TRUSTEE; EVENTS OF DEFAULT.......................76

  Section 6.01.   Duties of Trustee...........................................76

  Section 6.02.   Certain Matters Affecting the Trustee.......................78

  Section 6.03.   Trustee Not Liable for Certificates.........................79

  Section 6.04.   Trustee May Own Certificates................................80

  Section 6.05.   Eligibility Requirements for Trustee........................80

  Section 6.06.   Resignation and Removal of Trustee..........................80

  Section 6.07.   Successor Trustee...........................................81

  Section 6.08.   Merger or Consolidation of Trustee..........................82

  Section 6.09.   Appointment of Co-Trustee, Separate Trustee or Custodian....82

  Section 6.10.   Authenticating Agents.......................................83

  Section 6.11.   Indemnification of Trustee..................................84

  Section 6.12.   Fees and Expenses of Trustee and Custodian..................85

  Section 6.13.   Collection of Monies........................................85

  Section 6.14.   Events of Default; Trustee To Act; Appointment
                  of Successor................................................85

  Section 6.15.   Additional Remedies of Trustee Upon Event of Default........89

  Section 6.16.   Waiver of Defaults..........................................90

  Section 6.17.   Notification to Holders.....................................90

  Section 6.18.   Directions by Certificateholders and Duties of
                  Trustee During Event of Default.............................90

  Section 6.19.   Action Upon Certain Failures of the Master Servicer
                  and Upon Event of Default...................................91

  Section 6.20.   Preparation of Tax Returns and Other Reports................91

  Section 6.21.   Reporting Requirements of the Commission....................97

  Section 6.22.   No Merger...................................................97

  Section 6.23.   Indemnification by the Trustee..............................97

Article VII   PURCHASE AND TERMINATION OF THE TRUST FUND......................98

  Section 7.01.   Termination of Trust Fund Upon Repurchase or
                  Liquidation of All Mortgage Loans...........................98

  Section 7.02.   Procedure Upon Termination of Trust Fund....................99

  Section 7.03.   Additional Requirements under the REMIC Provisions.........100

Article VIII  RIGHTS OF CERTIFICATEHOLDERS...................................100


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<PAGE>

  Section 8.01.   Limitation on Rights of Holders............................100

  Section 8.02.   Access to List of Holders..................................101

  Section 8.03.   Acts of Holders of Certificates............................102

Article IX        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                  BY THE MASTER SERVICER.....................................102

  Section 9.01.   Duties of the Master Servicer..............................102

  Section 9.02.   Master Servicer Fidelity Bond and Master Servicer
                  Errors and Omissions Insurance Policy......................103

  Section 9.03.   Master Servicer's Financial Statements and
                  Related Information........................................103

  Section 9.04.   Power to Act; Procedures...................................104

  Section 9.05.   Servicing Agreements Between the Master Servicer
                  and Servicers; Enforcement of Servicers' Obligations.......106

  Section 9.06.   Collection of Taxes, Assessments and Similar Items.........107

  Section 9.07.   Termination of Servicing Agreements; Successor Servicers...107

  Section 9.08.   Master Servicer Liable for Enforcement.....................108

  Section 9.09.   No Contractual Relationship Between Servicers
                  and Trustee or Depositor...................................108

  Section 9.10.   Assumption of Servicing Agreement by Trustee...............108

  Section 9.11.   "Due-on-Sale" Clauses; Assumption Agreements...............109

  Section 9.12.   Release of Mortgage Files..................................109

  Section 9.13.   Documents, Records and Funds in Possession of Master
                  Servicer To Be Held for Trustee............................110

  Section 9.14.   Representations and Warranties of the Master Servicer......112

  Section 9.15.   Closing Certificate and Opinion............................114

  Section 9.16.   Standard Hazard and Flood Insurance Policies...............114

  Section 9.17.   Presentment of Claims and Collection of Proceeds...........114

  Section 9.18.   Maintenance of the Primary Mortgage Insurance Policies.....115

  Section 9.19.   Trustee To Retain Possession of Certain Insurance
                  Policies and Documents.....................................115

  Section 9.20.   Realization Upon Defaulted Mortgage Loans..................116

  Section 9.21.   Compensation to the Master Servicer........................116

  Section 9.22.   REO Property...............................................117

  Section 9.23.   Notices to the Depositor and the Trustee...................118

  Section 9.24.   Reports to the Trustee.....................................118


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  Section 9.25.   Assessment of Compliance and Attestation Reports.. ........119

  Section 9.26.   Annual Statement of Compliance with Applicable
                  Servicing Criteria.........................................120

  Section 9.27.   Merger or Consolidation....................................121

  Section 9.28.   Resignation of Master Servicer.............................121

  Section 9.29.   Assignment or Delegation of Duties by
                  the Master Servicer........................................121

  Section 9.30.   Limitation on Liability of the Master
                  Servicer and Others........................................122

  Section 9.31.   Indemnification; Third-Party Claims........................123

Article X     REMIC ADMINISTRATION...........................................123

  Section 10.01.  REMIC Administration.......................................123

  Section 10.02.  Prohibited Transactions and Activities.....................125

  Section 10.03.  Indemnification with Respect to Certain Taxes
                  and Loss of REMIC Status...................................125

  Section 10.04.  REO Property...............................................126

Article XI    MISCELLANEOUS PROVISIONS.......................................127

  Section 11.01.  Binding Nature of Agreement; Assignment....................127

  Section 11.02.  Entire Agreement...........................................127

  Section 11.03.  Amendment..................................................127

  Section 11.04.  Voting Rights..............................................128

  Section 11.05.  Provision of Information...................................129

  Section 11.06.  Governing Law..............................................129

  Section 11.07.  Notices....................................................129

  Section 11.08.  Severability of Provisions.................................130

  Section 11.09.  Indulgences; No Waivers....................................130

  Section 11.10.  Headings Not To Affect Interpretation......................130

  Section 11.11.  Benefits of Agreement......................................130

  Section 11.12.  Special Notices to the Rating Agencies.....................130

  Section 11.13.  Counterparts...............................................131

  Section 11.14.  Transfer of Servicing......................................131

  Section 11.15.  Compliance with Regulation AB..............................133


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                                   ATTACHMENTS

Exhibit A     Forms of Certificates
Exhibit B-1   Form of Initial Certification
Exhibit B-2   Form of Interim Certification
Exhibit B-3   Form of Final Certification
Exhibit B-4   Form of Endorsement
Exhibit C     Request for Release of Documents and Receipt
Exhibit D-l   Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2   Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E     Servicing Agreements
Exhibit F     Form of Rule 144A Transfer Certificate
Exhibit G     Form of Purchaser's Letter for Institutional Accredited Investors
Exhibit H     Form of ERISA Transfer Affidavit
Exhibit I     Monthly Remittance Advice
Exhibit J     Monthly Electronic Data Transmission
Exhibit K     Custodial Agreements
Exhibit L     [Reserved]
Exhibit M     [Reserved]
Exhibit N-1   Form of Transfer Certificate for Transfer from Restricted Global
              Security to Regulation S Global Security
Exhibit N-2   Form of Transfer Certificate for Transfer from Regulation S Global
              Security to Restricted Global Security
Exhibit O     [Reserved]
Exhibit P     [Reserved]
Exhibit Q     Form of Back-Up Certification
Exhibit R     Form of Certification Regarding Servicing Criteria to be Addressed
              in Report on Assessment of Compliance
Exhibit S     Transaction Parties

Schedule A    Mortgage Loan Schedule


                                       v
<PAGE>

      This TRUST AGREEMENT, dated as of March 1, 2006 (the "Agreement"), is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the "Depositor"), AURORA LOAN SERVICES LLC, as master servicer (the
"Master Servicer") and CITIBANK, N.A., a national banking association, as
trustee (the "Trustee").

                              PRELIMINARY STATEMENT

      The Depositor has acquired the Mortgage Loans from Lehman Brothers
Holdings Inc. (the "Seller"), and at the Closing Date is the owner of the
Mortgage Loans and the other property being conveyed by it to the Trustee for
inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the
Certificates from the Trust Fund as consideration for its transfer to the Trust
Fund of the Mortgage Loans and the other property constituting the Trust Fund.
The Depositor has duly authorized the execution and delivery of this Agreement
to provide for the conveyance to the Trustee of the Mortgage Loans and the other
property constituting the Trust Fund. All covenants and agreements made by the
Depositor, the Master Servicer, and the Trustee herein with respect to the
Mortgage Loans and the other property constituting the Trust Fund are for the
benefit of the Holders from time to time of the Certificates. The Depositor and
the Master Servicer are entering into this Agreement, and the Trustee is
accepting the Trust Fund created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.

      As provided herein, the Trustee shall elect that the Trust Fund be treated
for federal income tax purposes as comprising three real estate mortgage
investment conduits (each a "REMIC" or, in the alternative, the Lower Tier
REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each
Certificate, other than the Class R Certificate, is hereby designated as a
regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.
The Class R Certificate represents ownership of the sole class of residual
interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper
Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold
as assets the several classes of uncertificated Middle Tier REMIC Regular
Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a
regular interest in the Middle Tier REMIC. The Middle Tier REMIC shall hold as
assets the several classes of uncertificated Lower Tier REMIC Regular Interests.
Each Lower Tier REMIC Regular Interest is hereby designated as a regular
interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all
property of the Trust Fund other than (i) the Lower Tier REMIC Regular Interests
and (ii) the Middle Tier REMIC Regular Interests.

      The Lower Tier REMIC

      The following table specifies the class designation, initial principal
balance and pass-through rate for each class of Lower Tier REMIC Interest.


                                       1
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                                 Initial Principal
Lower Tier REMIC Interest   Balance or Notional Amount     Pass-Through Rate
-------------------------   --------------------------     -----------------
LT-1                                    (1)                       5.75%
LT-2                                    (2)                Net WAC for Pool 2
LT-PO                                   (3)                       0.00%
LT-AIO                                  (4)                        (4)
LT-R                                    (5)                        (5)

----------
(1)   The initial principal balance of this interest shall equal the sum of the
      related Non-PO Percentage of the Scheduled Principal Balance of each
      Mortgage Loan included in Pool 1 as of the Cut-off Date.

(2)   The initial principal balance of this interest shall equal the sum of the
      Scheduled Principal Balance of each Mortgage Loan included in Pool 2 as of
      the Cut-off Date.

(3)   The initial principal balance of this interest shall equal the sum of the
      related PO Percentage of the Scheduled Principal Balance of each Mortgage
      Loan included in Pool 1 as of the Cut-off Date.

(4)   The Class LT-AIO Interest shall have a notional balance, rather than a
      principal balance. For federal income tax purposes, the Class LT-AIO
      Interest shall be entitled to a specified portion of the interest payable
      on each Non-Discount Mortgage Loan equal to the excess of the Net Mortgage
      Rate over the Designated Rate.

(5)   The Class LT-R Interest shall represent the sole class of residual
      interest in the Lower Tier REMIC. The Class LT-R Interest will not have a
      principal amount or interest rate. The Class LT-R Interest shall be
      represented by the Class R Certificate.

      Principal shall be payable to, and shortfalls, losses, prepayments and
increases in principal amount related to Subsequent Recoveries are allocable to,
the Class LT-PO Interest as such amounts are payable or allocable to the Class
PO Certificates (determined as though the aggregate original principal amount of
the Class PO Certificates was the sum of the related PO Percentage of the
Scheduled Principal Balance of each Mortgage Loan included in Pool 1 as of the
Cut-off Date).

      Interest shall be payable to, and shortfalls and losses are allocable to,
the Class LT-AIO Interest as such amounts are payable or allocable to the Class
A-IO Certificates.

      After the foregoing allocations and distributions are made to the Class
LT-PO Interest and the Class LT-AIO Interest, all other principal, interest,
shortfalls, losses, prepayments and increases in principal amount related to
Subsequent Recoveries relating to Pool 1 shall be payable or allocable to the
Class LT-1 Interest.

      Principal, interest, shortfalls, losses, prepayments and increases in
principal amount related to Subsequent Recoveries relating to Pool 2 shall be
payable or allocable to the Class LT-2 Interest.

      The Middle Tier REMIC

      The following table specifies the class designation, initial principal
balance, pass-through rate and related Mortgage Pool for each class of Middle
Tier REMIC Interest.


                                       2
<PAGE>

--------------------------------------------------------------------------------
 Middle Tier REMIC                          Initial Class or    Related Mortgage
 Class Designation       Interest Rate      Principal Amount          Pool
--------------------------------------------------------------------------------
 Class MT-PO                  0.00%                 (4)          N/A
--------------------------------------------------------------------------------
 Class MT-AIO                  (1)                  (1)          N/A
--------------------------------------------------------------------------------
 Class MT-1A                   (2)                  (5)          Pool 1
--------------------------------------------------------------------------------
 Class MT-1B                  5.75%                 (6)          Pool 1
--------------------------------------------------------------------------------
 Class MT-2A                   (2)                  (7)          Pool 2
--------------------------------------------------------------------------------
 Class MT-2B           Net WAC for Pool 2           (8)          Pool 2
--------------------------------------------------------------------------------
 Class MT-Z                    (2)                  (9)          N/A
--------------------------------------------------------------------------------
 Class MT-R                    (3)                  (3)          N/A
--------------------------------------------------------------------------------

----------
(1)   The Class MT-AIO Interest shall have a notional balance, rather than a
      principal balance. For federal income tax purposes, the Class MT-AIO
      Interest shall be entitled to a specified portion of the interest payable
      on the Class LT-AIO Interest equal to 100% of the interest accrued
      thereon.

(2)   For any Distribution Date, the interest rate for the Class MT-1A and Class
      MT-2A Interests shall be a per annum rate equal to the weighted average of
      the interest rates on the Class LT-1 Interest and the Class LT-2 Interest
      for such Distribution Date weighted on the basis on their principal
      amounts immediately prior to such Distribution Date.

(3)   The Class MT-R Interest shall represent the sole class of residual
      interest in the Middle Tier REMIC. The Class MT-R Interest will not have a
      principal amount or an interest rate. The Class MT-R Interest shall be
      represented by the Class R Certificate.

(4)   The initial principal balance of the Class MT-PO Interest shall equal the
      sum of the related PO Percentage of the Scheduled Principal Balance of
      each Mortgage Loan included in Pool 1 as of the Cut-off Date.

(5)   The initial principal balance of the Class MT-1A Interest shall equal 1%
      of the excess of (i) the sum of the related Non-PO Percentage of the
      Scheduled Principal Balance of each Mortgage Loan included in Pool 1 as of
      the Cut-off Date over (ii) the sum of the Class Principal Amounts of the
      Group 1 Certificates (excluding the Class PO Certificates) immediately
      prior to the initial Distribution Date.

(6)   The initial principal balance of the Class MT-1B Interest shall equal 1%
      of the sum of the related Non-PO Percentage of the Scheduled Principal
      Balance of each Mortgage Loan included in Pool 1 as of the Cut-off Date.

(7)   The initial principal balance of the Class MT-2A Interest shall equal 1%
      of the excess of (i) the sum of the Scheduled Principal Balance of each
      Mortgage Loan included in Pool 2 as of the Cut-off Date over (ii) the sum
      of the Class Principal Amounts of the Group 2 Certificates immediately
      prior to the initial Distribution Date.

(8)   The initial principal balance of the Class MT-2B Interest shall equal 1%
      of the sum of the Scheduled Principal Balance of each Mortgage Loan
      included in Pool 2 as of the Cut-off Date.

(9)   The initial principal balance of the Class MT-Z Interest shall equal the
      excess of (i) the sum of (A) the sum of the related Non-PO Percentage of
      the Scheduled Principal Balance of each Mortgage Loan included in Pool 1
      as of the Cut-off Date and (B) the sum of the Scheduled Principal Balance
      of each Mortgage Loan included in Pool 2 as of the Cut-off Date over (ii)
      the sum of the initial principal balances of the Middle Tier REMIC Marker
      Interests.

      Principal shall be payable to, and shortfalls, losses, prepayments and
increases in principal amount related to Subsequent Recoveries are allocable to,
the Class MT-PO Interest as such amounts are payable or allocable to the Class
PO Certificates (determined as though the


                                       3
<PAGE>

aggregate original principal amount of the Class PO Certificates was the sum of
the related PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan included in Pool 1 as of the Cut-off Date).

      Interest shall be payable to, and shortfalls and losses are allocable to,
the Class MT-AIO Interest as such amounts are payable or allocable to the Class
A-IO Certificates.

      After the foregoing allocations and distributions are made to the Class
MT-PO Interest and the Class MT-AIO Interest, distributions shall be deemed to
be made to the other Middle Tier REMIC Regular Interests first, so as to keep
the uncertificated principal balance of each Middle Tier REMIC Regular Interest
ending with the designation "B" equal to 1% of the aggregate Scheduled Principal
Balance of the Mortgage Loans in the related Mortgage Pool (or, in the case of
Pool 1, 1% of the Non-PO Pool Balance); second, to each Middle Tier REMIC
Regular Interest ending with the designation "A" so that the uncertificated
principal balance of each such Middle Tier REMIC Regular Interest is equal to 1%
of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage
Loans in the related Mortgage Pool (or, in the case of Pool 1, the Non-PO Pool
Balance) over (y) the aggregate Class Principal Amounts of the Certificate Group
related to such Mortgage Pool (excluding the Class PO Certificates) (except that
if 1% of any such excess is greater than the principal amount of the
corresponding Middle Tier REMIC Regular Interest ending with the designation
"A", the least amount of principal shall be distributed to such Middle Tier
REMIC Regular Interests such that the Middle Tier REMIC Subordinated Balance
Ratio is maintained); and finally, any remaining principal to the Class MT-Z
Interest. After the allocation of Realized Losses to the Class MT-PO Interest
described above, Realized Losses shall be applied after all distributions have
been made on each Distribution Date first, so as to keep the uncertificated
principal balance of each Middle Tier REMIC Regular Interest ending with the
designation "B" equal to 1% of the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool (or, in the case of Pool 1, 1% of
the Non-PO Pool Balance); second, to each Middle Tier REMIC Regular Interest
ending with the designation "A" so that the uncertificated principal balance of
each such Middle Tier REMIC Regular Interest is equal to 1% of the excess of (x)
the aggregate Scheduled Principal Balance of the Mortgage Loans in the related
Mortgage Pool (or, in the case of Pool 1, the Non-PO Pool Balance) over (y) the
aggregate Class Principal Amounts of the Certificate Group related to such
Mortgage Pool (excluding the Class PO Certificates) (except that if 1% of any
such excess is greater than the principal amount of the corresponding Middle
Tier REMIC Regular Interest ending with the designation "A", the least amount of
Realized Losses shall be allocated to such Middle Tier REMIC Regular Interests
such that the Middle Tier REMIC Subordinated Balance Ratio is maintained); and
third, the remaining Realized Losses shall be allocated to the Class MT-Z
Interest. All computations with respect to any Middle Tier REMIC Interest shall
be taken out to eight decimal places.

      If on any Distribution Date there is an increase in the Certificate
Principal Amount of any Class of Certificates (other than the Class PO
Certificates) as a result of the proviso in the definition of Certificate
Principal Amount, then, prior to distributions of principal and allocations of
losses on such Distribution Date with respect to the Middle Tier REMIC, there
shall be a corresponding increase in the principal amount of the Middle Tier
REMIC Regular Interests (other than the Class MT-PO Interest and Class MT-AIO
Interest), with such increase allocated among such Middle Tier REMIC Regular
Interests as follows: (i) first, to each Middle Tier


                                       4
<PAGE>

REMIC Regular Interest ending with the designation "B" so as to keep the
uncertificated principal balance of such Middle Tier REMIC Regular Interest
equal to 1% of the aggregate Scheduled Principal Balance of the Mortgage Loans
in the related Mortgage Pool (or, in the case of Pool 1, 1% of the Non-PO Pool
Balance), (ii) second, to each Middle Tier REMIC Regular Interest ending with
the designation "A", so that the uncertificated principal balance of each such
Middle Tier REMIC Regular Interest is as close as possible to (but does not
exceed) 1% of the excess of (x) the aggregate Scheduled Principal balance of the
Mortgage Loans in the related Mortgage Pool (or, in the case of Pool 1, the
Non-PO Balance) over (y) the aggregate Class Principal Amounts of the Senior
Certificates of the Certificate Group related to such Mortgage Pool (excluding
the Class PO Certificates); provided, however, that (a) the Middle Tier REMIC
Subordinated Balance Ratio is maintained and (b) amounts allocated to any Middle
Tier REMIC Regular Interest pursuant to this clause (ii) shall not exceed the
amount of any previous realized losses allocated to such Middle Tier REMIC
Regular Interest not previously offset by distributions or increases in the
principal amount of such Middle Tier REMIC Regular Interest and (iii) finally,
all remaining increases are allocated to the Class MT-Z Interest.

      The Upper Tier REMIC

      When reference is made herein to the "ranking" of a Certificate, the
highest ranking Certificate is the Certificate with the lowest numerical
designation and the lowest ranking Certificate is the Certificate with the
highest numerical designation.

      The following table specifies the Class designation, Certificate Interest
Rate, initial Class Principal Amount or Class Notional Amount, and minimum
denomination (by dollar amount or Percentage Interest) for each Class of
Certificates representing the interests in the Trust Fund created hereunder.
Each Certificate, other than the Class R Certificates, represents ownership of
one or more regular interests in the Upper Tier REMIC for purposes of the REMIC
provisions.

                                         Initial Class
                                       Principal Amount
                      Certificate          or Class           Minimum
Class Designation    Interest Rate      Notional Amount    Denomination
-----------------    -------------      ---------------    ------------
Class 1-A1               5.75%            $43,900,000          $25,000
Class 1-A2               5.75%            $65,850,000          $25,000
Class 1-A3               5.75%            $13,426,000          $25,000
Class A-IO               6.00%                    (1)       $1,000,000
Class PO                0.00%(2)           $3,051,810          $25,000
Class 2-A1                (3)%            $38,832,000          $25,000
Class B1                  (4)%             $2,670,000         $100,000
Class B2                  (4)%             $1,635,000         $100,000
Class B3                  (4)%             $1,119,000         $100,000
Class B4                  (4)%               $516,000         $250,000
Class B5                  (4)%               $344,000         $250,000
Class B6                  (4)%               $863,797         $250,000
Class R                   (3)%                   $100             $100


                                       5
<PAGE>

----------
(1)   The Class A-IO Certificates are interest-only certificates, have no
      principal balance and accrue interest on the Class A-IO Notional Amount
      (initially, $4,058,470). The Class Notional Amount of the Class A-IO
      Certificates for any Distribution Date will be equal to (1) the product of
      (a) the weighted average of the Net Mortgage Rates of the Non-Discount
      Mortgage Loans minus 5.75% and (b) the Scheduled Principal Balance of the
      Non-Discount Mortgage Loans divided by (2) 6.00%. For each Distribution
      Date, the Certificate Interest Rate for the Class A-IO Certificates will
      be equal 6.00%. For federal income tax purposes, the Class A-IO
      Certificates shall be entitled to 100% of the interest payable on the
      Class MT-AIO Interest.

(2)   The Class PO Certificates are Principal-Only Certificates and will not be
      entitled to payments of interest.

(3)   For any Distribution Date, the Certificate Interest Rate for the Class
      2-A1 and Class R Certificates shall be a per annum rate equal to the Net
      WAC for Pool 2 for such Distribution Date.

(4)   For any Distribution Date, the Interest Rate for the Class B1, Class B2,
      Class B3, Class B4, Class B5 and Class B6 Certificates shall be a per
      annum rate equal to the weighted average of the Underlying Subordinate
      Rates for Pool 1 and Pool 2 for such Distribution Date weighted on the
      basis of the corresponding Group Subordinate Amount for such Distribution
      Date.

      As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $172,207,707.44.

      For purposes hereof, each pool of Mortgage Loan constitutes a fully
separate and distinct sub trust.

      In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer and the Trustee hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

      Section 1.01. Definitions.

      The following words and phrases, unless the context otherwise requires,
shall have the following meanings:

      10-K Filing Deadline: As defined in Section 6.20(e)(i).

      Accepted Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage servicing practices of prudent
mortgage servicing institutions that service or master service mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer or (y) as provided in the applicable Servicing Agreement,
to the extent applicable to the related Servicer.

      Accountant: A person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the Depositor.

      Accretion Directed Certificate: Not applicable.


                                       6
<PAGE>

      Accretion Termination Date: Not applicable.

      Accrual Amount: As to any Class of Accrual Certificates and each
Distribution Date through the Credit Support Depletion Date, the sum of (x) any
amount of Accrued Certificate Interest allocable to such Class pursuant to
Section 5.02(a)(ii) on such Distribution Date and (y) any Interest Shortfall
allocable to such Class pursuant to Section 5.02(a)(iii) on such Distribution
Date. As to any Class of Accrual Certificates and each Distribution Date after
the Credit Support Depletion Date, zero.

      Accrual Certificate: Not applicable.

      Accrual Component: Not applicable.

      Accrual Period: With respect to any Distribution Date and any Class of
Certificates, Class of Middle Tier REMIC Interests or any Class of Lower Tier
REMIC Interests, the one-month period beginning immediately following the end of
the preceding Accrual Period (or from the Cut-off Date, in the case of the first
Accrual Period) and ending on the last day of the month immediately preceding
the month in which such Distribution Date occurs.

      Accrued Certificate Interest: As to any Class of Certificates and any
Distribution Date, the product of the Certificate Interest Rate for such Class
of Certificates and the Class Principal Amount (or Class Notional Amount) of
such Class of Certificates immediately preceding such Distribution Date, as
reduced by such Class's share of the interest portion of (i) any Excess Losses
for the related Mortgage Pool for such Distribution Date and (ii) any Relief Act
Reduction for the Mortgage Pool for such Distribution Date, in each case
allocable among the Group 1 Certificates and Group 2 Certificates, as
applicable, pro rata based on the Accrued Certificate Interest otherwise
distributable thereto. Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months. The interest shall accrue during the
related Accrual Period.

      Act: As defined in Section 3.03(c).

      Additional Collateral: Not applicable.

      Additional Collateral Servicing Agreement: Not applicable.

      Adjustable Rate Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage Note provides for the adjustment of the Mortgage Rate.

      Adjusted Net WAC: Not applicable.

      Advance: An advance of the aggregate of payments of principal and interest
(net of the Master Servicing Fee and the applicable Servicing Fee) on one or
more Mortgage Loans that were due on the Due Date in the related Due Period and
not received as of the close of business on the related Determination Date,
required to be made by or on behalf of the Master Servicer and the related
Servicer (or by the Trustee solely as successor Master Servicer) pursuant to
Section 5.04.


                                       7
<PAGE>

      Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

      Aggregate Master Servicing Compensation: Not applicable.

      Aggregate Principal Balance: The aggregate of the Scheduled Principal
Balances for all Mortgage Loans at any date of determination.

      Aggregate Subordinate Percentage: The sum of the Certificate Principal
Amounts of the Subordinate Certificates divided by the sum of the aggregate Pool
Balance for Pool 1 and Pool 2.

      Aggregate Voting Interests: The aggregate of the Voting Interests of all
the Certificates under this Agreement.

      Agreement: This Trust Agreement and all amendments and supplements hereto.

      Apportioned Principal Balance: For any Class of Subordinate Certificates
for any Distribution Date, the Class Principal Amount of that Class immediately
prior to that Distribution Date multiplied by a fraction, the numerator of which
is the applicable Group Subordinate Amount for that date and the denominator of
which is the sum of the Group Subordinate Amounts for each Mortgage Pool for
that date.

      Appraised Value: With respect to any Mortgage Loan, the amount set forth
in an appraisal made in connection with the origination of such Mortgage Loan as
the value of the related Mortgaged Property.

      Associated Mortgage Loan: Not applicable.

      Assignment of Mortgage: An assignment of the Mortgage, notice of transfer
or equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect the
sale of the Mortgage to the Trustee, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee shall not
be responsible for determining whether any such assignment is in recordable
form.

      Aurora: Aurora Loan Services LLC or its successor in interest, in its
capacity as a Servicer.

      Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10.

      Authorized Officer: Any Person who may execute an Officer's Certificate on
behalf of the Depositor.


                                       8
<PAGE>

      Available Distribution Amount: As to each Mortgage Pool and on any
Distribution Date, the sum of the following amounts:

            (i) the total amount of all cash received by the Master Servicer
      through the Remittance Date applicable to each Servicer and deposited by
      the Master Servicer by the Deposit Date for such Distribution Date on the
      Mortgage Loans of such Mortgage Pool (including proceeds of any Insurance
      Policy and any other credit support relating to such Mortgage Loans and
      including any Subsequent Recovery), plus all Advances made by the Master
      Servicer or any Servicer (or the Trustee in its capacity as successor
      Master Servicer) for such Distribution Date, any Compensating Interest
      Payment for such date and Mortgage Pool any amounts received with respect
      to any Additional Collateral or any Surety Bond related thereto and any
      amounts paid by any Servicer in respect of Prepayment Interest Shortfalls
      in respect of the related Mortgage Loans for such date, but not including:

                  (A) all amounts distributed pursuant to Section 5.02 on prior
            Distribution Dates;

                  (B) all Scheduled Payments of principal and interest collected
            but due on a date subsequent to the related Due Period;

                  (C) all Principal Prepayments received or identified by the
            applicable Servicer after the applicable Prepayment Period (together
            with any interest payments received with such prepayments to the
            extent that they represent the payment of interest accrued on the
            related Mortgage Loans for the period subsequent to the applicable
            Prepayment Period);

                  (D) any other unscheduled collection, including Net
            Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds,
            received by the Master Servicer after the applicable Prepayment
            Period;

                  (E) all fees and amounts due or reimbursable to the Master
            Servicer, the Trustee (other than the Trustee Fee), a Custodian or a
            Servicer pursuant to the terms of this Agreement, the applicable
            Custodial Agreement or the applicable Servicing Agreement; and

                  (F) Prepayment Interest Excess, to the extent not offset by
            Prepayment Interest Shortfalls; and

            (ii) any other payment made by the Master Servicer, any Servicer,
      the Seller, the Depositor, or any other Person with respect to such
      Distribution Date (including the Purchase Price with respect to any
      Mortgage Loan purchased by the Seller, the Depositor or any other Person).

      Back-up Certification: As defined in Section 6.20(e)(iii).

      Balloon Mortgage Loan: Not applicable.


                                       9
<PAGE>

      Balloon Payment: Not applicable.

      Bank: Lehman Brothers Bank, FSB and its successors and assigns.

      Bankruptcy: As to any Person, the making of an assignment for the benefit
of creditors, the filing of a voluntary petition in bankruptcy, adjudication as
a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or
insolvency proceeding, the seeking of reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, or seeking, consenting
to or acquiescing in the appointment of a trustee, receiver or liquidator,
dissolution, or termination, as the case may be, of such Person pursuant to the
provisions of either the United States Bankruptcy Code of 1986, as amended, or
any other similar state laws.

      Bankruptcy Coverage Termination Date: As to either Mortgage Pool, the
Distribution Date on which the Bankruptcy Loss Limit has been reduced to zero
(or less than zero).

      Bankruptcy Loss Limit: As of the Cut-off Date, $150,000, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses that are
allocated to the related Classes of Certificates.

      Bankruptcy Losses: With respect to the Mortgage Loans in the related
Mortgage Pool, losses that are incurred as a result of Deficient Valuations and
any reduction, in a bankruptcy proceeding, of the amount of the Scheduled
Payment on a Mortgage Loan other than as a result of a Deficient Valuation.

      Blanket Mortgage: Not applicable.

      Book-Entry Certificates: Beneficial interests in Certificates designated
as "Book-Entry Certificates" in this Agreement, ownership and transfers of which
shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the occurrence of a condition
whereupon book-entry registration and transfer are no longer permitted and
Definitive Certificates are to be issued to Certificate Owners, such Book-Entry
Certificates shall no longer be "Book-Entry Certificates." As of the Closing
Date, all of the Classes of Certificates listed in the second table of the
Preliminary Statement, other than the Class R Certificate, will constitute
Book-Entry Certificates.

      Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on
which banking institutions in New York, New York or Colorado or, if other than
New York or Colorado, the city in which the Corporate Trust Office of the
Trustee is located, or (iii) with respect to any Remittance Date or any Servicer
reporting date, the States specified in the definition of "Business Day" in the
applicable Servicing Agreement, are authorized or obligated by law or executive
order to be closed.

      Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.

      Certificate Account: The account maintained by the Trustee in accordance
with the provisions of Section 4.04.


                                       10
<PAGE>

      Certificate Group: The Group 1 Certificates or the Group 2 Certificates,
as applicable.

      Certificate Interest Rate: With respect to each Class of Certificates, the
applicable per annum rate specified or determined as provided in the Preliminary
Statement hereto.

      Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency).

      Certificate Principal Amount: With respect to any Certificate other than a
Notional Certificate, at the time of determination, the maximum specified dollar
amount of principal to which the Holder thereof is then entitled hereunder, such
amount being equal to the initial principal amount set forth on the face of such
Certificate (plus, in the case of any Negative Amortization Certificate, any
Deferred Interest allocated thereto on previous Distribution Dates, and plus, in
the case of any Accrual Certificate, its Percentage Interest of any related
Accrual Amount for each previous Distribution Date), less the amount of all
principal distributions previously made with respect to such Certificate, and
all Realized Losses allocated to such Certificate and, in the case of a
Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated
to such Certificates; provided, however, that on any Distribution Date on which
a Subsequent Recovery for a Mortgage Pool is distributed, the Certificate
Principal Amount of any Class of related Certificates (other than the Class PO
Certificates) then outstanding for which any Realized Loss or any Subordinate
Certificate Writedown Amount has been applied will be increased, in order of
seniority, by an amount equal to the lesser of (i) the amount the Class of
Certificates has been reduced by any Realized Losses or any Subordinate
Certificate Writedown Amount which have not been previously offset by any
Subsequent Recovery pursuant to this proviso and (ii) the total amount of any
Subsequent Recovery for such Mortgage Pool distributed on such date to
Certificateholders (as reduced (x) by increases in the Certificate Principal
Amount of more senior Classes of Certificates related to such Mortgage Pool on
such Distribution Date and (y) to reflect a proportionate amount of what would
but for this clause (y) have been the increases in the Certificate Principal
Amount of Classes of Certificates related to such Mortgage Pool of equal
seniority on such Distribution Date). For purposes of Article V hereof, unless
specifically provided to the contrary, Certificate Principal Amounts shall be
determined as of the close of business of the immediately preceding Distribution
Date, after giving effect to all distributions made on such date. Notional
Certificates are issued without Certificate Principal Amounts.

      Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.02.

      Class: All Certificates bearing the same class designation, and, in the
case of the Lower Tier REMIC Interests, all interests bearing the same
designation.

      Class 1-A1 Payment Amount: For any Distribution Date, an amount equal to
$600,000.

      Class 1-A2 Payment Amount: For any Distribution Date, an amount equal to
$1,000.


                                       11
<PAGE>

      Class B Certificate: Any Class B1, Class B2, Class B3 Class B4, Class B5
or Class B6 Certificate.

      Class LT-R Interest: The sole residual interest in the Lower Tier REMIC.

      Class MT-R Interest: The sole residual interest in the Middle Tier REMIC.

      Class Notional Amount: With respect to each Class of Notional
Certificates, the applicable class notional amount calculated as provided in the
Preliminary Statement hereto.

      Class P Certificates: None.

      Class Percentage: With respect to each Class of Subordinate Certificates,
for each Distribution Date, the percentage obtained by dividing the Class
Principal Amount immediately prior to such Distribution Date by the sum of the
Class Principal Amounts of all Classes of Certificates immediately prior to such
date.

      Class PO Deferred Amount: As to any Distribution Date on or prior to the
Credit Support Depletion Date and, with respect to the Class PO Certificates,
(i) the applicable PO Percentage of the principal portion of each Realized Loss
for such Distribution Date on a Discount Mortgage Loan in the Mortgage Pool and
(ii) all such amounts previously allocated thereto and not distributed to such
Class PO Certificates as a Class PO Deferred Amount.

      Class Principal Amount: With respect to each Class of Certificates other
than any Class of Notional Certificates, the aggregate of the Certificate
Principal Amounts of all Certificates of such Class at the date of
determination. With respect to each Class of Notional Certificates, zero.

      Class UT-R Interest: The sole class of residual interest in the Upper Tier
REMIC, representing the right to all payments on the Class R Certificate other
than payments in respect of the Class LT-R Interest or the Class MT-R Interest.

      Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

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

      Clearstream: Clearstream Banking, societe anonyme, and any successor
thereto.

      Closing Date: March 31, 2006.

      Code: The Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.


                                       12
<PAGE>

      Collection Account: A separate account established and maintained by the
Master Servicer pursuant to Section 4.01.

      Commission: The Securities and Exchange Commission.

      Compensating Interest Payment: With respect to any Distribution Date, an
amount equal to the aggregate of any Prepayment Interest Shortfalls required to
be paid by the Servicers with respect to such Distribution Date. The Master
Servicer shall not be responsible to make any Compensating Interest Payment.

      Component: Not applicable.

      Component Certificate: Not applicable.

      Component Interest Rate: Not applicable.

      Component Principal Amount: Not applicable.

      Component Writedown Amount: Not applicable.

      Conventional Loan: Not applicable.

      Converted Mortgage Loan: None.

      Convertible Mortgage Loan: None.

      Cooperative Corporation: Not applicable.

      Cooperative Loan: None.

      Cooperative Loan Documents: Not applicable.

      Cooperative Property: Not applicable.

      Cooperative Shares: Not applicable.

      Cooperative Unit: Not applicable.

      Corporate Trust Office: The office of the Trustee at which, at any
particular time, its corporate trust business shall be administered, which
office at the date hereof shall be (i) in the case of Certificate transfers and
for purposes of presentment and surrender of the Certificates for final
distribution thereon, 111 Wall Street, 15th Floor, New York, New York 10005,
Attention: 15th Floor Window and (ii) for all other purposes, 388 Greenwich
Street, 14th Floor, New York, New York, 10013, Attention: Agency and Trust SASCO
2006-3H or such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor or the Master Servicer.


                                       13
<PAGE>

      Credit Score: With respect to any Mortgage Loan, a numerical assessment of
default risk with respect to the Mortgagor under such Mortgage Loan, determined
on the basis of a methodology developed by Fair, Isaac & Co., Inc.

      Credit Support Depletion Date: The Distribution Date on which, after
giving effect to all distributions on such date, the aggregate Certificate
Principal Amount of the Subordinate Certificates is reduced to zero.

      Credit Support Percentage: As to any Class of Subordinate Certificates and
any Distribution Date, the sum of the Class Percentages of all Classes of
Certificates that rank lower in priority than such Class, without giving effect
to distributions on such Distribution Date.

      Custodial Agreement: Each custodial agreement attached as Exhibit K
hereto, and any custodial agreement subsequently executed by the Trustee
substantially in the form thereof.

      Custodian: Each custodian appointed by the Trustee pursuant to a Custodial
Agreement, and any successor thereto. The initial Custodians are U.S. Bank
National Association and Wells Fargo Bank, N.A.

      Cut-off Date: March 1, 2006.

      Cut-off Date Aggregate Principal Balance: With respect to the Mortgage
Loans in the Trust Fund on the Closing Date, the Aggregate Principal Balance for
all such Mortgage Loans as of the Cut-off Date.

      Debt Service Reduction: With respect to any Mortgage Loan, a reduction of
the Scheduled Payment that the related Mortgagor is obligated to pay on any Due
Date as a result of any proceeding under Bankruptcy law or any similar
proceeding.

      Deferred Interest: With respect to any Class of Negative Amortization
Certificates and any Distribution Date, the lesser of (x) the applicable
Interest Distribution Amount for such date (without giving effect to any
Deferred Interest) and (y) the aggregate Mortgage Loan Negative Amortization, if
any, for the related Due Period.

      Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under such Mortgage Loan, which valuation
results from a proceeding under Bankruptcy law or any similar proceeding.

      Definitive Certificate: A Certificate of any Class issued in definitive,
fully registered, certificated form.

      Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the Trust
Fund pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted therefor.

      Deposit Date: With respect to each Distribution Date, three Business Days
immediately preceding such Distribution Date.


                                       14
<PAGE>

      Depositor: Structured Asset Securities Corporation, a Delaware corporation
having its principal place of business in New York, or its successors in
interest.

      Designated Rate: 5.75% per annum with respect to Pool 1.

      Determination Date: With respect to each Distribution Date, the Remittance
Date immediately preceding such Distribution Date.

      Discount Mortgage Loan: With respect to Pool 1, a Mortgage Loan with a Net
Mortgage Rate less than or equal to the related Designated Rate.

      Disqualified Organization: Either (i) the United States, (ii) any state or
political subdivision thereof, (iii) any foreign government, (iv) any
international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by section 511
of the Code, (vii) any organization described in section 1381(a)(2)(C) of the
Code, (viii) any "electing large partnership" described in section 775 of the
Code or (ix) any other entity designated as a Disqualified Organization by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be effective as of the time of the determination. In addition, a corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such governmental unit.

      Distribution Date: The 25th day of each month, or, if such 25th day is not
a Business Day, the next succeeding Business Day commencing in April 2006.

      Due Date: With respect to any Mortgage Loan, the date on which a Scheduled
Payment is due under the related Mortgage Note.

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

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


                                       15
<PAGE>

      Eligible Investments: Any one or more of the following obligations or
securities:

            (i) direct obligations of, and obligations fully guaranteed as to
      timely payment of principal and interest by, the United States of America
      or any agency or instrumentality of the United States of America the
      obligations of which are backed by the full faith and credit of the United
      States of America ("Direct Obligations");

            (ii) federal funds, or demand and time deposits in, certificates of
      deposits of, or bankers' acceptances issued by, any depository institution
      or trust company (including U.S. subsidiaries of foreign depositories and
      the Trustee or any agent of the Trustee, acting in its respective
      commercial capacity) incorporated or organized under the laws of the
      United States of America or any state thereof and subject to supervision
      and examination by federal or state banking authorities, so long as at the
      time of investment or the contractual commitment providing for such
      investment the commercial paper or other short-term debt obligations of
      such depository institution or trust company (or, in the case of a
      depository institution or trust company which is the principal subsidiary
      of a holding company, the commercial paper or other short-term debt or
      deposit obligations of such holding company or deposit institution, as the
      case may be) have been rated by each Rating Agency in its highest
      short-term rating category or one of its two highest long-term rating
      categories;

            (iii) repurchase agreements collateralized by Direct Obligations or
      securities guaranteed by GNMA, FNMA or FHLMC with any registered
      broker/dealer subject to Securities Investors' Protection Corporation
      jurisdiction or any commercial bank insured by the FDIC, if such
      broker/dealer or bank has an uninsured, unsecured and unguaranteed
      obligation rated by each Rating Agency in its highest short-term rating
      category;

            (iv) securities bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof which have a credit rating from each Rating Agency, at
      the time of investment or the contractual commitment providing for such
      investment, at least equal to one of the two highest short-term credit
      ratings of each Rating Agency; provided, however, that securities issued
      by any particular corporation will not be Eligible Investments to the
      extent that investment therein will cause the then outstanding principal
      amount of securities issued by such corporation and held as part of the
      Trust Fund to exceed 20% of the sum of the Aggregate Principal Balance and
      the aggregate principal amount of all Eligible Investments in the
      Certificate Account; provided, further, that such securities will not be
      Eligible Investments if they are published as being under review with
      negative implications from either Rating Agency;

            (v) commercial paper (including both non interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than 180 days after the date of issuance thereof)
      rated by each Rating Agency in its highest short-term ratings;

            (vi) a Qualified GIC;


                                       16
<PAGE>

            (vii) certificates or receipts representing direct ownership
      interests in future interest or principal payments on obligations of the
      United States of America or its agencies or instrumentalities (which
      obligations are backed by the full faith and credit of the United States
      of America) held by a custodian in safekeeping on behalf of the holders of
      such receipts; and

            (viii) any other demand, money market fund, common trust fund or
      time deposit or obligation, or interest-bearing or other security or
      investment, (A) rated in the highest rating category by each Rating Agency
      or (B) that would not adversely affect the then current rating by either
      Rating Agency of any of the Certificates and has a short term rating of at
      least "A-" or its equivalent by each Rating Agency. Such investments in
      this subsection (viii) may include money market mutual funds or common
      trust funds, including, without limitation, any fund for which Citibank,
      N.A. ("Citibank"), the Trustee or an affiliate thereof serves as an
      investment advisor, administrator, shareholder servicing agent, and/or
      custodian or subcustodian, notwithstanding that (x) the Bank, or an
      affiliate thereof charges and collects fees and expenses from such funds
      for services rendered, (y) Citibank, or an affiliate thereof charges and
      collects fees and expenses for services rendered pursuant to this
      Agreement, and (z) services performed for such funds and pursuant to this
      Agreement may converge at any time. The Trustee specifically authorizes
      Citibank or an affiliate thereof to charge and collect from the Trustee
      such fees as are collected from all investors in such funds for services
      rendered to such funds (but not to exceed investment earnings thereon);

provided, however, that (i) no such instrument shall be an Eligible Investment
if such instrument evidences either (x) a right to receive only interest
payments with respect to the obligations underlying such instrument or (y) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations and (ii) any such investment must
be a "permitted investment" within the meaning of Section 860G(a)(5) of the
Code.

      Employee Mortgage Loan: Not applicable.

      ERISA: The Employee Retirement Income Security Act of 1974, as amended,
and as it may be further amended from time to time, any successor statutes
thereto, and applicable U.S. Department of Labor regulations issued pursuant
thereto in temporary or final form.

      ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of the
Underwriter's Exemption, except for the conditions that the rights and interests
evidenced by the certificates are not subordinated to the rights and interests
evidenced by other certificates of the same trust and the certificates have
received a rating at the time of such acquisition that is in one of the three
(or four, in the case of a "designated transaction") highest generic rating
categories by at least one of the Rating Agencies.


                                       17
<PAGE>

      ERISA-Restricted Certificate: Any Class B1, Class B2, Class B3, Class B4,
Class B5, Class B6 Certificate and any other Certificate, as long as the
acquisition and holding of such other Certificate is not covered by and exempt
under the Underwriter's Exemption.

      Escrow Account: Any account established and maintained by a Servicer
pursuant to the applicable Servicing Agreement.

      Euroclear: JPMorgan Chase Bank, Brussels office, as operator of the
Euroclear System.

      Event of Default: Any one of the conditions or circumstances enumerated in
Section 6.14(a).

      Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of the
then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion thereof, in
excess of the then-applicable Fraud Loss Limit, and any Special Hazard Loss, or
portion thereof, in excess of the then-applicable Special Hazard Loss Limit.

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

      FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

      Final Scheduled Distribution Date: The Distribution Date for the
Certificates in November 2035.

      Financial Intermediary: Not applicable.

      Fitch: Fitch, Inc., or any successor in interest.

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

      Form 10-K Certification: The certification required pursuant to Rule
13a-14 under the Exchange Act.

      Fraud Loss: Any Realized Loss on a Liquidated Mortgage Loan sustained by
reason of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan, as reported by the applicable
Servicer to the Master Servicer.

      Fraud Loss Limit: With respect to any Distribution Date (x) prior to the
first anniversary of the Cut-off Date, $5,166,231 less the aggregate of Fraud
Losses since the Cut-off Date, and (y) from the first to the fifth anniversary
of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Limit as of the most recent anniversary of the Cut-off Date and (b)(i) for the
first anniversary of the Cut-off Date, 2.00% of the aggregate principal balance
of all the Mortgage Loans and (ii) for the second to the fifth anniversaries of
the Cut-off Date, 1.00% of the aggregate principal balance of all the Mortgage
Loans as of the most recent anniversary of


                                       18
<PAGE>

the Cut-off Date less (2) the aggregate of Fraud Losses since the most recent
anniversary of the Cut-off Date. On or after the fifth anniversary of the
Cut-off Date, the Fraud Loss Limit shall be zero.

      Global Securities: The global certificates representing the Book-Entry
Certificates.

      GNMA: The Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.

      Grantor Trust: Not applicable.

      Grantor Trust I Assets: Not applicable.

      Grantor Trust II Assets: Not applicable.

      Grantor Trust Provisions: Not applicable.

      Group 1 Certificates: The Class 1-A1, Class 1-A2, Class 1-A3, Class A-IO
and Class PO Certificates.

      Group 2 Certificate: The Class 2-A1 and Class R Certificates.

      Group Subordinate Amount: For Pool 1 and any Distribution Date, the excess
of the Non-PO Pool Balance for the immediately preceding Distribution Date (or
in the case of the first Distribution Date, as of the Cut-off Date) over the
total Certificate Principal Amount of the Group 1 Certificates (other than the
Class PO Certificates) immediately prior to that Distribution Date. For Pool 2
and any Distribution Date, the excess of the Pool Balance for Pool 2 for the
immediately preceding Distribution Date (or in the case of the first
Distribution Date, as of the Cut-off Date) over the total Certificate Principal
Amount of the Group 2 Certificates immediately prior to that Distribution Date.

      Holder or Certificateholder: The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Trustee, the Master
Servicer, any Servicer or any Affiliate thereof shall be deemed not to be
outstanding in determining whether the requisite percentage necessary to effect
any such consent has been obtained, except that, in determining whether the
Trustee shall be protected in relying upon any such consent, only Certificates
which a Responsible Officer of the Trustee knows to be so owned shall be
disregarded. The Trustee may request and conclusively rely on certifications by
the Depositor, the Master Servicer and any Servicer in determining whether any
Certificates are registered to an Affiliate of the Depositor, the Master
Servicer or such Servicer.

      HUD: The United States Department of Housing and Urban Development, or any
successor thereto.

      Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and Exchange
Commission's


                                       19
<PAGE>

Regulation S-X. When used with respect to any other Person, a Person who (a) is
in fact independent of another specified Person and any Affiliate of such other
Person, (b) does not have any material direct financial interest in such other
Person or any Affiliate of such other Person, and (c) is not connected with such
other Person or any Affiliate of such other Person as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions.

      Initial LIBOR Rate: Not applicable.

      Initial Net Mortgage Rate: With respect to each Mortgage Loan, the Net
Mortgage Rate of such Mortgage Loan as of the Cut-off Date.

      Initial Senior Enhancement Percentage: As of the Closing Date,
approximately 4.25% for Pool 1 and approximately 4.15% for Pool 2.

      Insurance Policy: Any Primary Mortgage Insurance Policy and any standard
hazard insurance policy, flood insurance policy, earthquake insurance policy or
title insurance policy relating to the Mortgage Loans or the Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during the term
of this Agreement.

      Insurance Proceeds: Amounts paid by the insurer under any Insurance
Policy, other than amounts (i) to cover expenses incurred by or on behalf of the
applicable Servicer in connection with procuring such proceeds, (ii) to be
applied to restoration or repair of the related Mortgaged Property or (iii)
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note.

      Interest Distribution Amount: Not applicable.

      Interest Shortfall: With respect to any Class of Certificates (other than
the Class PO Certificates) and any Distribution Date, any Accrued Certificate
Interest not distributed (or added to principal) with respect to any previous
Distribution Date, other than any Net Prepayment Interest Shortfalls.

      Intervening Assignments: The original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument.

      Latest Possible Maturity Date: For the Certificates, the Distribution Date
in December 2035.

      Lehman Brothers Holdings: Lehman Brothers Holdings Inc., or any successor
in interest.

      LIBOR: Not applicable.

      LIBOR Certificate: Not applicable.

      LIBOR Component: Not applicable.

      LIBOR Determination Date: Not applicable.


                                       20
<PAGE>

      Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Master Servicer or the applicable Servicer has determined that all amounts that
it expects to recover on behalf of the Trust Fund from or on account of such
Mortgage Loan have been recovered.

      Liquidation Expenses: Expenses that are incurred by the Master Servicer or
any Servicer in connection with the liquidation of any defaulted Mortgage Loan
and are not recoverable under the applicable Primary Mortgage Insurance Policy,
including, without limitation, foreclosure and rehabilitation expenses, legal
expenses and unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or
9.22.

      Liquidation Proceeds: Cash received in connection with the liquidation of
a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the
related Mortgaged Property (including any Additional Collateral) if the
Mortgaged Property (including such Additional Collateral) is acquired in
satisfaction of the Mortgage Loan, including any amounts remaining in the
related Escrow Account.

      Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of the
principal balance of such Mortgage Loan at origination, or such other date as is
specified, to the Original Value thereof.

      London Business Day: Not applicable.

      Lower Tier REMIC: As defined in the Preliminary Statement.

      Lower Tier REMIC Interests: Any one of the classes of Lower Tier REMIC
Interests described in the Preliminary Statement hereto.

      Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LT-R Interest.

      Maintenance: Not applicable.

      Master Servicer: Aurora Loan Services LLC, or any successor in interest,
or if any successor master servicer shall be appointed as herein provided, then
such successor master servicer.

      Master Servicing Fee: As to any Distribution Date and each Mortgage Loan,
an amount equal to the product of the Master Servicing Fee Rate and the
Scheduled Principal Balance of such Mortgage Loan as of the first day of the
related Due Period. The Master Servicing Fee for any Mortgage Loan shall be
payable in respect of any Distribution Date solely from the interest portion of
the Scheduled Payment or other payment or recovery with respect to such Mortgage
Loan.

      Master Servicing Fee Rate: With respect to each Mortgage Loan (other than
any Participation), 0.000% per annum.

      Master Servicer Remittance Date: Not applicable.


                                       21
<PAGE>

      Material Defect: As defined in Section 2.02(c) hereof.

      MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
Corporation, or any successor in interest thereto.

      MERS Mortgage Loan: Any Mortgage Loan as to which the related Mortgage, or
an Assignment of Mortgage, has been or will be recorded in the name of MERS, as
agent for the holder from time to time of the Mortgage Note.

      Middle Tier REMIC: As defined in the Preliminary Statement.

      Middle Tier REMIC Interests: Any one of the classes of Middle Tier REMIC
Interests described in the Preliminary Statement hereto.

      Middle Tier REMIC Marker Interests: Any of the Class MT-1A Interest, Class
MT-1B Interest, Class MT-2A Interest and Class MT-2B Interest.

      Middle Tier REMIC Regular Interests: Each of the Middle Tier REMIC
Interests other than the Class MT-R Interest.

      Middle Tier REMIC Subordinated Balance Ratio: As of any Distribution Date,
the ratio among the uncertificated principal balances of each of the Middle Tier
REMIC Regular Interests ending with the designation "A" that is equal to the
ratio among, with respect to each such Middle Tier REMIC Regular Interest, the
excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in
the related Mortgage Pool (or, in the case of Pool 1, the Non-PO Pool Balance)
over (y) the aggregate Class Principal Amounts of the Senior Certificates of the
Certificate Group related to such Mortgage Pool (excluding the Class PO
Certificates) (after giving effect to distributions on such Distribution Date).

      Modified Group Subordinate Amount: Not applicable.

      Modified Pool Subordinate Amount: Not applicable.

      Moody's: Moody's Investors Service, Inc., or any successor in interest.

      Mortgage: A mortgage, deed of trust or other instrument encumbering a fee
simple interest in real property securing a Mortgage Note, together with
improvements thereto.

      Mortgage 100(SM) Loan: Not applicable.

      Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining
to a particular Mortgage Loan required to be delivered to the Trustee or a
Custodian pursuant to this Agreement.

      Mortgage Group: Not applicable.

      Mortgage Group I: Not applicable.

      Mortgage Group II: Not applicable.


                                       22
<PAGE>

      Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 or Section 2.05,
including without limitation, each Mortgage Loan listed on the Mortgage Loan
Schedule, as amended from time to time. In addition, as used herein the term
"Mortgage Loan" includes the Participations, except where otherwise specified or
where the context requires otherwise.

      Mortgage Loan Sale Agreement: The agreement, dated as of March 1, 2006,
for the sale of the Mortgage Loans by Lehman Brothers Holdings to the Depositor.

      Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan, as such schedule may be amended from time to
time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage
Loans from, the Trust Fund. The Depositor shall be responsible for providing the
Trustee and the Master Servicer with all amendments to the Mortgage Loan
Schedule.

      Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage under a Mortgage Loan.

      Mortgage Pool: The aggregate of the Mortgage Loans identified on the
Mortgage Loan Schedule as being included in the Trust Fund for each of Pool 1
and Pool 2.

      Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan.

      Mortgaged Property: Either of (x) the fee simple interest in real
property, together with improvements thereto including any exterior improvements
to be completed within 120 days of disbursement of the related Mortgage Loan
proceeds or (y) in the case of a Cooperative Loan, the related Cooperative
Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under
the related Mortgage Loan.

      Mortgagor: The obligor on a Mortgage Note.

      NAS Percentage: The percentage obtained by dividing (1) the Class
Principal Amount of the Class 1-A3 Certificates by (2) the sum of the Class
Principal Amounts of each Class of Group 1 Certificates (excluding the Class PO
Certificates and the Class Notional Amount of the Class A-IO Certificates).

      NAS Priority Amount: Prior to the Distribution Date in April 2011, zero,
and on any Distribution Date thereafter, the lesser of (i) the principal amount
of the Class 1-A3 Certificates and (ii) the sum of (a) the product of (x) the
Senior Percentage, (y) the NAS Percentage and (z) the sum of the related Non-PO
Percentage of scheduled principal collections of each Mortgage Loan and (b) the
product of (w) the Senior Prepayment Percentage, (x) the NAS Shift Percentage,
(y) the NAS Percentage and (z) the sum of the related Non-PO Percentage of
unscheduled principal collections of each Mortgage Loan.

      NAS Shift Percentage: For either Mortgage Pool and any Distribution Date,
the difference between 100% and the following percentages:


                                       23
<PAGE>

         ---------------------------------------------------------
          Distribution Dates (months)                  Percentage
         ---------------------------------------------------------
                     1-60                                 100%
         ---------------------------------------------------------
                     61-72                                70%
         ---------------------------------------------------------
                     73-84                                60%
         ---------------------------------------------------------
                     85-96                                40%
         ---------------------------------------------------------
                    97-108                                20%
         ---------------------------------------------------------
              109 and thereafter                           0%
         ---------------------------------------------------------

      Negative Amortization Certificate: None.

      Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan,
the related Liquidation Proceeds net of unreimbursed expenses incurred in
connection with liquidation or foreclosure and unreimbursed Advances, Servicing
Advances and Servicing Fees received and retained in connection with the
liquidation of such Mortgage Loan.

      Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate
thereof reduced by the sum of the applicable Servicing Fee Rate and any mortgage
insurance premium, as applicable thereto.

      Net Prepayment Interest Shortfall: With respect to each Mortgage Pool and
any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls
with respect to the Mortgage Loans in such Mortgage Pool for such date over the
sum of any amounts paid by the applicable Servicer with respect to such
shortfalls and any amount that is required to be paid by the Master Servicer in
respect of such shortfalls pursuant to this Agreement.

      Net WAC: With respect to each Mortgage Pool and any Distribution Date, the
weighted average of Net Mortgage Rates of the Mortgage Loans in the related
Mortgage Pool at the beginning of the related Due Period, weighted on the basis
of their Scheduled Principal Balances as of the preceding Distribution Date (or,
in the case of the first Distribution Date, as of the Cut-off Date).

      Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.

      Non-Discount Mortgage Loan: A Pool 1 Mortgage Loan with a Net Mortgage
Rate greater than the related Designated Rate.

      Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage Loan.

      Non-permitted Foreign Holder: As defined in Section 3.03(f).

      Non-PO Percentage: As to any Discount Mortgage Loan, the percentage
equivalent of a fraction, the numerator of which is the Net Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is the Designated Rate.
As to any Non-Discount Mortgage Loan with respect to Pool 1, 100%.


                                       24
<PAGE>

      Non-PO Pool Balance: For Pool 1 and any Distribution Date or for the
Cut-off Date, the sum of the related Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan included in such Mortgage Pool for that
Distribution Date or for the Cut-off Date, as applicable.

      Non-U.S. Person: Any person other than (i) a citizen or resident of the
United States; (ii) a corporation (or entity treated as a corporation for tax
purposes) created or organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the District
of Columbia; (iii) a partnership (or entity treated as a partnership for tax
purposes) organized in the United States or under the laws of the United States
or of any state thereof, including, for this purpose, the District of Columbia
(unless provided otherwise by future Treasury regulations); (iv) an estate whose
income is includible in gross income for United States income tax purposes
regardless of its source; or (v) a trust, if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more U.S. Persons have authority to control all substantial decisions of
the trust. Notwithstanding the last clause of the preceding sentence, to the
extent provided in Treasury regulations, certain trusts in existence on August
20, 1996, and treated as U.S. Persons prior to such date, may elect to continue
to be U.S. Persons.

      Notional Amount: With respect to any Notional Certificate and any
Distribution Date, such Certificate's Percentage Interest of the Class Notional
Amount of such Class of Certificates for such Distribution Date.

      Notional Certificate: The Class A-IO Certificate.

      Notional Component: Not applicable.

      Offering Document: The private placement memorandum dated March 30, 2006,
relating to the Class B4, Class B5 and Class B6 Certificates, or the Prospectus.

      Officer's Certificate: A certificate signed by the Chairman of the Board,
any Vice Chairman, the President, any Vice President or any Assistant Vice
President of a Person, and in each case delivered to the Trustee.

      Opinion of Counsel: A written opinion of counsel, reasonably acceptable in
form and substance to the Trustee, and who may be in-house or outside counsel to
the Depositor, the Master Servicer or the applicable Servicer but which must be
Independent outside counsel with respect to any such opinion of counsel
concerning the transfer of any Residual Certificate or concerning certain
matters with respect to ERISA, or the taxation, or the federal income tax
status, of each REMIC. For purpose of Section 2.01(c)(i), the Opinion of Counsel
referred to therein may take the form of a memorandum of law or other acceptable
assurance.

      Original Credit Support Percentage: With respect to any class of
Certificates, the Credit Support Percentage with respect to such Class on the
Closing Date.

      Original Group Subordinate Amount: As to any Mortgage Pool, the Group
Subordinate Amount for such Mortgage Pool on the Closing Date.


                                       25
<PAGE>

      Original Value: The lesser of (a) the Appraised Value of a Mortgaged
Property at the time the related Mortgage Loan was originated and (b) if the
Mortgage Loan was made to finance the acquisition of the related Mortgaged
Property, the purchase price paid for the Mortgaged Property by the Mortgagor at
the time the related Mortgage Loan was originated.

      Originators: Aurora Loan Services LLC, Countrywide Home Loans, Inc. and
Wells Fargo Bank, N.A., and their successors and assigns and any other
originator contemplated by Item 1110 (ss. 229.1110) of Regulation AB.

      Parent Power(R) Loan: Not applicable.

      Participation Agreement: Not applicable.

      Participation: Not applicable.

      Participation Schedule: Not applicable.

      Participation Master Servicer: Not applicable.

      Paying Agent: Any paying agent appointed pursuant to Section 3.08.

      Percentage Interest: With respect to any Certificate and the related
Class, such Certificate's percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by all Certificates of the same
Class as such Certificate. With respect to any Certificate other than a Notional
Certificate, the Percentage Interest evidenced thereby shall equal the initial
Certificate Principal Amount thereof divided by the initial Class Principal
Amount of all Certificates of the same Class. With respect to any Notional
Certificate, the Percentage Interest evidenced thereby shall be as specified on
the face thereof.

      Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      Placement Agent: Lehman Brothers Inc.

      Planned Principal Balance: Not applicable.

      Pledged Asset Loan-to-Value Ratio: Not applicable.

      Pledged Asset Mortgage Loan: Not applicable.

      PO Percentage: As to any Discount Mortgage Loan, the percentage equivalent
of a fraction, the numerator of which is the Designated Rate minus the Net
Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the
Designated Rate. As to any Non-Discount Mortgage Loan, 0%.

      PO Principal Distribution Amount: For any Distribution Date and for Pool
1, the sum of the following amounts:


                                       26
<PAGE>

            (i) the applicable PO Percentage of the principal portion of each
      Scheduled Payment (without giving effect to any Debt Service Reduction
      occurring prior to the Bankruptcy Coverage Termination Date) on each
      Mortgage Loan in the related Mortgage Pool due during the related Due
      Period;

            (ii) the applicable PO Percentage of each of the following amounts:
      (1) each Principal Prepayment collected on a Mortgage Loan in the related
      Mortgage Pool during the applicable Prepayment Period, (2) each other
      unscheduled collection, including Insurance Proceeds and Net Liquidation
      Proceeds (other than with respect to any Mortgage Loan in the related
      Mortgage Pool that was finally liquidated during the applicable Prepayment
      Period), representing or allocable to recoveries of principal of such
      Mortgage Loan in the related Mortgage Pool received during the applicable
      Prepayment Period and (3) the principal portion of all proceeds of the
      purchase of any Mortgage Loan in the related Mortgage Pool (or, in the
      case of a permitted substitution, amounts representing a principal
      adjustment) actually received by the Trustee with respect to the
      applicable Prepayment Period;

            (iii) with respect to unscheduled recoveries allocable to principal
      of any Mortgage Loan in the related Mortgage Pool that was finally
      liquidated during the related Prepayment Period, the applicable PO
      Percentage of the related net Liquidation Proceeds allocable to principal;
      and

            (iv) any amounts described in clauses (i) through (iii) for any
      previous Distribution Date that remain unpaid.

      Pool 1: The Mortgage Loans identified on the Mortgage Loan Schedule as
being included in Pool 1.

      Pool 2: The Mortgage Loans identified on the Mortgage Loan Schedule as
being included in Pool 2.

      Pool Balance: As to each Mortgage Pool and any Distribution Date, the sum
of the Scheduled Principal Balance of each Mortgage Loan included in such
Mortgage Pool.

      Prepayment Interest Excess: With respect to any Distribution Date and any
Principal Prepayment in full received on the Mortgage Loans serviced by Aurora
from the first day through the sixteenth day of the month during which such
Distribution Date occurs, all amounts paid in respect of interest at the
applicable Net Mortgage Rate on such Principal Prepayment in full.

      Prepayment Interest Shortfall: With respect to any Distribution Date and
(x) any Principal Prepayment in part and, with respect to those Mortgage Loans
serviced by Servicers other than Aurora, any Principal Prepayment in full and
(y) any Principal Prepayment in full with respect to those Mortgage Loans
serviced by Aurora if received on or after the seventeenth day of the month
immediately preceding the month of such Distribution Date but on or before the
last day of the month immediately preceding the month of such Distribution Date,
the difference between (i) one full month's interest at the applicable Mortgage
Rate (after giving effect to any applicable Relief Act Reduction), as reduced by
the applicable Servicing Fee Rate, the applicable


                                       27
<PAGE>

Retained Interest Rate and the Master Servicing Fee Rate (if the Master Servicer
is acting as Servicer), on the outstanding principal balance of such Mortgage
Loan immediately prior to such prepayment and (ii) the amount of interest
actually received with respect to such Mortgage Loan in connection with such
Principal Prepayment.

      Prepayment Penalty Amounts: Not applicable.

      Prepayment Period: With respect to those Mortgage Loans serviced by
Servicers other than Aurora, any Distribution Date and any Principal Prepayment,
whether in part or in full (including any liquidation), the calendar month
immediately preceding the month in which such Distribution Date occurs. With
respect to any Distribution Date and a Principal Prepayment in full (including
any liquidation) with respect to those Mortgage Loans serviced by Aurora, the
period from the seventeenth (or, in the case of the first Distribution Date, the
first) day of the month immediately preceding the month of such Distribution
Date to the sixteenth day of the month of such Distribution Date. With respect
to those Mortgage Loans serviced by Aurora, any Distribution Date and any
Principal Prepayment in part, the calendar month immediately preceding the month
in which such Distribution Date occurs.

      Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if any, on
an individual Mortgage Loan, as evidenced by a policy or certificate.

      Principal Amount Schedules: Not applicable.

      Principal-Only Certificate: The Class PO Certificates.

      Principal Prepayment: Any Mortgagor payment of principal (other than a
Balloon Payment) or other recovery of principal on a Mortgage Loan that is
recognized as having been received or recovered in advance of its scheduled Due
Date and applied to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the Mortgage Note or the applicable Servicing
Agreement.

      Proprietary Lease: With respect to any Cooperative Unit, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.

      Prospectus: The prospectus supplement dated March 30, 2006, together with
the accompanying prospectus dated September 26, 2005, relating to the Senior
Certificates and the Class B1, Class B2 and Class B3 Certificates.

      Purchase Price: With respect to the repurchase of a Mortgage Loan pursuant
to this Agreement, an amount equal to the sum of (a) 100% of the unpaid
principal balance of such Mortgage Loan, (b) accrued interest thereon at the
Mortgage Rate, from the date as to which interest was last paid to (but not
including) the Due Date immediately preceding the related Distribution Date, (c)
any unreimbursed Servicing Advances with respect to such Mortgage Loan and (d)
any costs and damages incurred by the Trust Fund in connection with any
violation by such Mortgage Loan of any predatory- or abusive-lending law. The
Master Servicer or the applicable Servicer (or the Trustee, if applicable) shall
be reimbursed from the Purchase Price for any Mortgage Loan or related REO
Property for any Advances made with respect to such Mortgage Loan that are
reimbursable to the Master Servicer or such Servicer under this


                                       28
<PAGE>

Agreement or the applicable Servicing Agreement, as well as any unreimbursed
Servicing Advances and accrued and unpaid Master Servicing Fees or Servicing
Fees, as applicable.

      QIB: As defined in Section 3.03(c).

      Qualified GIC: A guaranteed investment contract or surety bond providing
for the investment of funds in the Collection Account or the Certificate Account
and insuring a minimum, fixed or floating rate of return on investments of such
funds, which contract or surety bond shall:

      (a) be an obligation of an insurance company or other corporation whose
long-term debt is rated by each Rating Agency in one of its two highest rating
categories or, if such insurance company has no long-term debt, whose claims
paying ability is rated by each Rating Agency in one of its two highest rating
categories, and whose short-term debt is rated by each Rating Agency in its
highest rating category;

      (b) provide that the Trustee may exercise all of the rights under such
contract or surety bond without the necessity of taking any action by any other
Person;

      (c) provide that if at any time the then current credit standing of the
obligor under such guaranteed investment contract is such that continued
investment pursuant to such contract of funds would result in a downgrading of
any rating of the Certificates, the Trustee shall terminate such contract
without penalty and be entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest rate provided
under such contract to the date of delivery of such funds to the Trustee;

      (d) provide that the Trustee's interest therein shall be transferable to
any successor trustee hereunder; and

      (e) provide that the funds reinvested thereunder and accrued interest
thereon be returnable to the Collection Account or the Certificate Account, as
the case may be, not later than the Business Day prior to any Distribution Date.

      Qualified Insurer: Not applicable.

      Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of
substitution, (i) has a Scheduled Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of the
Due Date in the month in which such substitution occurs not in excess of the
Scheduled Principal Balance of the related Deleted Mortgage Loan, provided,
however, that, to the extent that the Scheduled Principal Balance of such
Mortgage Loan is less than the Scheduled Principal Balance of the related
Deleted Mortgage Loan, then such differential in principal amount, together with
interest thereon at the applicable Mortgage Rate net of the applicable Master
Servicing Fee and the applicable Servicing Fee from the date as to which
interest was last paid through the end of the Due Period in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Master Servicer for deposit into the Collection Account, and shall be
treated as a Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not
lower than the Net Mortgage Rate of the related Deleted Mortgage Loan and


                                       29
<PAGE>

will be a Discount Mortgage Loan if the Deleted Mortgage Loan was a Discount
Mortgage Loan or a Non-Discount Mortgage Loan if the Deleted Mortgage Loan was a
Non-Discount Mortgage Loan; (iii) has a remaining stated term to maturity not
longer than, and not more than one year shorter than, the remaining term to
stated maturity of the related Deleted Mortgage Loan; (iv) (A) has a
Loan-to-Value Ratio as of the date of such substitution of not greater than 80%,
provided, however, that if the related Deleted Mortgage Loan has a Loan-to-Value
Ratio of greater than 80%, then the Loan-to-Value Ratio of such substitute
Mortgage Loan may be greater than 80% but shall not be greater than the
Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the addition of
such substitute Mortgage Loan does not increase the weighted average
Loan-to-Value Ratio of the related Mortgage Pool by more than 5%; (v) will
comply with all of the representations and warranties relating to Mortgage Loans
set forth herein, as of the date as of which such substitution occurs; (vi) is
not a Cooperative Loan unless the related Deleted Mortgage Loan was a
Cooperative Loan; (vii) if applicable, has the same index as and a margin not
less than that of the related Deleted Mortgage Loan; (viii) has not been
delinquent for a period of more than 30 days more than once in the twelve months
immediately preceding such date of substitution; (ix) is covered by a Primary
Mortgage Insurance Policy if the related Deleted Mortgage Loan is so covered,
and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%; (x) has a
Credit Score not greater than 20 points lower than the Credit Score of the
related Deleted Mortgage Loan, provided, however, that if the Deleted Mortgage
Loan does not have a Credit Score, then such substitute Mortgage Loan shall have
a Credit Score equal to or greater than 700; (xi) has its initial adjustment
date after the related Reset Date; and (xii) has a gross margin no less than the
related Deleted Mortgage Loan. In the event that either one mortgage loan is
substituted for more than one Deleted Mortgage Loan or more than one mortgage
loan is substituted for one or more Deleted Mortgage Loans, then (a) the
Scheduled Principal Balance referred to in clause (i) above shall be determined
such that the aggregate Scheduled Principal Balance of all such substitute
Mortgage Loans shall not exceed the aggregate Scheduled Principal Balance of all
Deleted Mortgage Loans and (b) each of (1) the rate referred to in clause (ii)
above, (2) the remaining term to stated maturity referred to in clause (iii)
above, (3) the Loan-to-Value Ratio referred to in clause (iv) above and (4) the
Credit Score referred to in clause (x) above shall be determined on a weighted
average basis, provided that the final scheduled maturity date of any Qualifying
Substitute Mortgage Loan shall not exceed the Final Scheduled Distribution Date
of any Class of Certificates. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify such qualification in writing to the
Trustee and the Master Servicer.

      Rating Agency: Each of Fitch and Moody's.

      Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as of the
date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate from
the date as to which interest was last paid up to the last day of the month of
such liquidation, minus (iii) Liquidation Proceeds received, net of amounts that
are reimbursable to the Master Servicer or the applicable Servicer with respect
to such Mortgage Loan (other than Advances of principal and interest) including
expenses of liquidation or (b) with respect to each Mortgage Loan that has
become the subject of a Deficient Valuation, the difference between the unpaid
principal balance of such Mortgage Loan immediately prior to such Deficient
Valuation and the unpaid principal balance of such


                                       30
<PAGE>

Mortgage Loan as reduced by the Deficient Valuation. In determining whether a
Realized Loss on a Liquidated Mortgage Loan is a Realized Loss of interest or
principal, Liquidation Proceeds shall be allocated, first, to payment of
expenses related to such Liquidated Mortgage Loan (including payment of any
Retained Interest), then to accrued unpaid interest and finally to reduce the
principal balance of the Mortgage Loan.

      Recognition Agreement: Not applicable.

      Record Date: With respect to any Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

      Redemption Certificate: None.

      Reference Banks: Not applicable.

      Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by the staff of
the Commission, or as may otherwise be provided by the Commission or its staff
from time to time; and all references to any rule, item, section or subsection
of, or definition or term contained in, Regulation AB mean such rule, item,
section, subsection, definition or term, as the case may be, or any successor
thereto, in each case as the same may be amended from time to time.

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

      Regulation S Global Security: The meaning specified in Section 3.01(c).

      Related Pool: With respect to any Group 1 Certificate, Pool 1 and with
respect to any Group 2 Certificate, Pool 2.

      Relief Act Reduction: With respect to any Mortgage Loan as to which there
has been a reduction in the amount of interest collectible thereon as a result
of application of the Servicemembers Civil Relief Act, any amount by which
interest collectible on such Mortgage Loan for the Due Date in the related Due
Period is less than interest accrued thereon for the applicable one-month period
at the Mortgage Rate without giving effect to such reduction.

      REMIC: Each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper
Tier REMIC, as described in the Preliminary Statement hereto.

      REMIC Provisions: The provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of


                                       31
<PAGE>

Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.

      Remittance Date: The day in each month on which each Servicer is required
to remit payments to the account maintained by the Master Servicer, as specified
in the applicable Servicing Agreement, which is the 18th day of each month (or
if such 18th day is not a Business Day, the next succeeding Business Day).

      REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC
Provisions.

      Reportable Event: As defined in Section 6.20(f)(i).

      Reporting Servicer: As defined in Section 6.20(e)(i).

      Repurchase Price: As defined in Section 7.01(b) hereof.

      Reserve Interest Rate: Not applicable.

      Reset Date: Not applicable.

      Residual Certificate: Any Class R Certificate.

      Responsible Officer: When used with respect to the Trustee, any Vice
President, Assistant Vice President, the Secretary, any assistant secretary, any
Trust Officer, the Treasurer, or any assistant treasurer, working in its
corporate trust department and having direct responsibility for the
administration of this Agreement.

      Restricted Certificate: Any Class B4, Class B5 or Class B6 Certificate but
excluding any Regulation S Global Security.

      Restricted Global Security: The meaning specified in Section 3.01(c).

      Retained Interest: Not applicable.

      Retained Interest Holder: Not applicable.

      Retained Interest Rate: Not applicable.

      Rounding Account: Not applicable.

      S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or
any successor in interest.

      Scheduled Payment: Each scheduled payment of principal and interest (or of
interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan, as
reduced (except where otherwise specified herein) by the amount of any related
Debt Service Reduction (excluding all


                                       32
<PAGE>

amounts of principal and interest that were due on or before the Cut-off Date
whenever received) and, in the case of an REO Property, an amount equivalent to
the Scheduled Payment that would have been due on the related Mortgage Loan if
such Mortgage Loan had remained in existence. In the case of any bi-weekly
payment Mortgage Loan, all payments due on such Mortgage Loan during any Due
Period shall be deemed collectively to constitute the Scheduled Payment due on
such Mortgage Loan in such Due Period.

      Scheduled Principal Amount: Not applicable.

      Scheduled Principal Balance: With respect to (i) any Mortgage Loan as of
any Distribution Date, the principal balance of such Mortgage Loan at the close
of business on the Cut-off Date, after giving effect to principal payments due
on or before the Cut-off Date, whether or not received, less an amount equal to
principal payments due after the Cut-off Date and on or before the Due Date in
the related Due Period, whether or not received from the Mortgagor or advanced
by the applicable Servicer or the Master Servicer, and all amounts allocable to
unscheduled principal payments (including Principal Prepayments, Net Liquidation
Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the
extent identified and applied prior to or during the applicable Prepayment
Period) and (ii) any REO Property as of any Distribution Date, the Scheduled
Principal Balance of the related Mortgage Loan on the Due Date immediately
preceding the date of acquisition of such REO Property by or on behalf of the
Trustee (reduced by any amount applied as a reduction of principal on the
Mortgage Loan). With respect to any Mortgage Loan as of the Cut-off Date, as
specified in the Mortgage Loan Schedule or the Participation Schedule, as the
case may be.

      Seller: Lehman Brothers Holdings, or any successor in interest.

      Security Agreement: With respect to any Cooperative Loan, the agreement
between the owner of the related Cooperative Shares and the originator of the
related Mortgage Note that defines the terms of the security interest in such
Cooperative Shares and the related Proprietary Lease.

      Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1,
Class A-IO, Class PO or Class R Certificate.

      Senior Enhancement Percentage: For each Mortgage Pool for any Distribution
Date the percentage equivalent of a fraction, the numerator of which is the
related Group Subordinate Amount and the denominator of which is the Non-PO Pool
Balance for Pool 1 or the Pool Balance for Pool 2, as applicable, for the
immediately preceding Distribution Date.

      Senior Percentage: For Pool 1 and any Distribution Date is the percentage
equivalent of a fraction, the numerator of which is the sum of the Class
Principal Amounts of each Class of Group 1 Certificates (other than the
Interest-Only Certificates and Class PO Certificates) immediately prior to that
Distribution Date and the denominator of which is the Non-PO Pool Balance for
the immediately preceding Distribution Date. For Pool 2 and any Distribution
Date is the percentage equivalent of a fraction, the numerator of which is the
sum of the Class Principal Amounts of each Class of Group 2 Certificates
immediately prior to that date and the


                                       33
<PAGE>

denominator of which is the Pool Balance of the Pool 2 Mortgage Loans for the
immediately preceding Distribution Date.

      Senior Prepayment Percentage: With respect to each Mortgage Pool and any
Distribution Date occurring during the five years beginning on the first
Distribution Date, 100%, except as described herein below. With respect to each
Mortgage Pool and any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, the related Senior Percentage plus
the following percentage of the related Subordinate Percentage for such
Distribution Date: for any Distribution Date in the first year thereafter, 70%;
for any Distribution Date in the second year thereafter, 60%; for any
Distribution Date in the third year thereafter, 40%; for any Distribution Date
in the fourth year thereafter, 20%; and for any subsequent Distribution Date,
0%; provided, however, (i) if on any Distribution Date the Senior Enhancement
Percentage for a Mortgage Pool is less than the Initial Senior Enhancement
Percentage for such Mortgage Pool, the Senior Prepayment Percentage for each
Mortgage Pool on that Distribution Date shall once again equal 100%, (ii) unless
the condition described in (i) above has occurred, if on any Distribution Date
before the Distribution Date in April 2009, prior to giving effect to any
distributions on such Distribution Date, the Senior Enhancement Percentage
calculated in the aggregate for both Mortgage Pools for such Distribution Date
is greater than or equal to twice the initial Senior Enhancement Percentage
calculated in the aggregate for both Mortgage Pools, then the Senior Prepayment
Percentage for each Mortgage Pool for such Distribution Date will equal the
related Senior Percentage plus 50% of the related Subordinate Percentage and
(iii) unless the condition described in (i) above has occurred, if on the
Distribution Date in April 2009 or any Distribution Date thereafter, prior to
giving effect to any distributions on such Distribution Date, the Senior
Enhancement Percentage calculated in the aggregate for both Mortgage Pools for
such Distribution Date is greater than or equal to twice the initial Senior
Enhancement Percentage calculated in the aggregate for both Mortgage Pools, then
the Senior Prepayment Percentage for each Mortgage Pool for such Distribution
Date will equal the related Senior Percentage.

      Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage for either Mortgage Pool below the respective levels in effect for
the most recent prior period set forth in the paragraph above (calculated
without regard to clause (ii) or clause (iii) of the paragraph above) shall be
effective on any Distribution Date if, as of the first Distribution Date as to
which any such decrease applies, (i) the average outstanding principal balance
on such Distribution Date and for the preceding five Distribution Dates of all
Mortgage Loans in the related Mortgage Pool that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and the Scheduled
Payments that would have been due on Mortgage Loans with respect to which the
related Mortgaged Properties have been acquired by the Trust Fund if the related
Mortgage Loan had remained in existence) is greater than or equal to 50% of the
sum of the Group Subordinate Amounts related to Pool 1 and Pool 1 immediately
prior to such Distribution Date or (ii) cumulative Realized Losses with respect
to the Mortgage Loans in the related Mortgage Pool exceed (a) with respect to
each Distribution Date on or prior to the third anniversary of the first
Distribution Date, 20% of the sum of the Original Group Subordinate Amounts
related to Pool 1 and Pool 2, (b) with respect to any Distribution Date after
the third anniversary and prior to the sixth anniversary of the first
Distribution Date, 30% of the sum of the Original Group Subordinate Amounts
related to Pool 1 and Pool 2, (c) with respect to any Distribution Date on or
after the sixth anniversary and prior to the seventh anniversary of the


                                       34
<PAGE>

first Distribution Date, 35% of the sum of the Original Group Subordinate
Amounts related to Pool 1 and Pool 2, (d) with respect to any Distribution Date
on or after the seventh anniversary and prior to the eighth anniversary of the
first Distribution Date, 40% of the sum of the Original Group Subordinate
Amounts related to Pool 1 and Pool 2, (e) with respect to any Distribution Date
on or after the eighth anniversary and prior to the ninth anniversary of the
first Distribution Date, 45% of the sum of the Original Group Subordinate
Amounts related to Pool 1 and Pool 2, and (f) with respect to any Distribution
Date on or after the ninth anniversary of the first Distribution Date or
thereafter, 50% of the sum of the Original Group Subordinate Amounts related to
Pool 1 and Pool 2. After the Class Principal Amount of each Class of Senior
Certificates (other than the Class PO Certificates) in either Certificate Group
has been reduced to zero, the Senior Prepayment Percentage for the related
Mortgage Pool shall be 0%.

      Senior Principal Distribution Amount: For each Certificate Group and any
Distribution Date, the sum of the following amounts:

            (i) the product of (a) the related Senior Percentage for such date
      and (b) the applicable Non-PO Percentage of the principal portion of each
      Scheduled Payment (without giving effect to any Debt Service Reduction
      occurring prior to the Bankruptcy Coverage Termination Date), on each
      Mortgage Loan in the related Mortgage Pool due during the related Due
      Period (for Pool 1, the related Non-PO Percentage of such Amounts);

            (ii) the product of (a) the related Senior Prepayment Percentage for
      such date and (b) the applicable Non-PO Percentage of each of the
      following amounts: (1) each Principal Prepayment on the Mortgage Loans in
      the related Mortgage Pool collected during the related Prepayment Period,
      (2) each other unscheduled collection, including any Subsequent Recovery,
      Insurance Proceeds and Net Liquidation Proceeds (other than with respect
      to any Mortgage Loan in the related Mortgage Pool that was finally
      liquidated during the related Prepayment Period) representing or allocable
      to recoveries of principal received during the related Prepayment Period,
      and (3) the principal portion of all proceeds of the purchase of any
      Mortgage Loan in the related Mortgage Pool (or, in the case of a permitted
      substitution, amounts representing a principal adjustment) actually
      received by the Trustee during the related Prepayment Period (for Pool 1,
      the related Non-PO Percentage of such amounts);

            (iii) with respect to unscheduled recoveries allocable to principal
      of any Mortgage Loan in the related Mortgage Pool that was finally
      liquidated during the related Prepayment Period, the lesser of (a) the
      applicable Non-PO Percentage related net Liquidation Proceeds allocable to
      principal and (b) the product of the related Senior Prepayment Percentage
      for such date and the Scheduled Principal Balance of such related Mortgage
      Loan at the time of liquidation (for Pool 1, the related Non-PO Percentage
      of such amounts); and

            (iv) any amounts described in clauses (i) through (iii) for any
      previous Distribution Date that remain unpaid.


                                       35
<PAGE>

If on any Distribution Date the Class Principal Amount of each Class of Senior
Certificates in any Certificate Group has been reduced to zero, the Senior
Principal Distribution Amount for such Certificate Group for such date
(following such reduction) and each subsequent Distribution Date shall be zero.

      Service(s)(ing): In accordance with Regulation AB, the act of managing or
collecting payments on the Mortgage Loans or any other assets of the Trust Fund
by an entity that meets the definition of "servicer' set forth in Item 1101 of
Regulation AB. For clarification purposes, any uncapitalized occurrence of this
term shall have the meaning commonly understood by participants in the
residential mortgage-backed securitization market.

      Servicers: Any Servicer that has entered into any of the Servicing
Agreements attached as Exhibit E hereto, or any successor in interest.
Initially, the Servicers are Aurora, Countrywide Home Loans Servicing LP, GMAC
Mortgage Corporation, SunTrust Mortgage, Inc. and Wells Fargo Bank, N.A.

      Servicing Advances: Expenditures incurred by a Servicer in connection with
the liquidation or foreclosure of a Mortgage Loan which are eligible for
reimbursement under the applicable Servicing Agreement.

      Servicing Agreement: Each Servicing Agreement between a Servicer and the
Seller, dated as of March 1, 2006, attached hereto in Exhibit E, and any other
servicing agreement entered into between a successor servicer and the Seller or
the Trustee pursuant to the terms hereof.

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

      Servicing Fee: The Servicing Fee specified in the applicable Servicing
Agreement.

      Servicing Fee Rate: With respect to each Servicer, as specified in
applicable Servicing Agreement.

      Servicing Function Participant: Any Subservicer, Subcontractor or any
other Person, other than each Servicer, each Custodian, the Master Servicer, the
Trustee and the Paying Agent, that is participating in the servicing function
within the meaning of Regulation AB, unless such Person's activities relate only
to 5% or less of the Mortgage Loans.

      Servicing Officer: Any officer of the Master Servicer involved in or
responsible for the administration and servicing or master servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by
the Master Servicer to the Trustee, as such list may from time to time be
amended.

      Special Hazard Loss: With respect to the Mortgage Loans, (x) any Realized
Loss arising out of any direct physical loss or damage to a Mortgaged Property
which is caused by or results from any cause, exclusive of any loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect
of such Mortgaged Property and any loss caused by or resulting from (i) normal
wear and tear, (ii) conversion or other dishonest act on the part of the


                                       36
<PAGE>

Trustee, the Master Servicer, any Servicer or any of their agents or employees
or (iii) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues, or (y) any Realized Loss
arising from or related to the presence or suspected presence of hazardous
wastes, or hazardous substances on a Mortgaged Property unless such loss is
covered by a hazard policy or flood insurance policy required to be maintained
in respect of such Mortgaged Property, in any case, as reported by any Servicer
to the Master Servicer.

      Special Hazard Loss Limit: As of the Cut-off Date, $1,722,077 which amount
shall be reduced in each case from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate
of the Scheduled Principal Balances of the Mortgage Loans; (ii) twice the
Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled
Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the
Mortgage Loans secured by Mortgaged Properties located in the single California
postal zip code area having the highest aggregate Scheduled Principal Balance of
Mortgage Loans of any such postal zip code area and (b) the Special Hazard Loss
Limit as of the Closing Date less the amount, if any, of Special Hazard Losses
incurred since the Closing Date.

      Specified Rating: Not applicable.

      Startup Day: The day designated as such pursuant to Section 10.01(b)
hereof.

      Subcontractor: Any third-party or Affiliated vendor, subcontractor or
other Person utilized by a Servicer, a Custodian, the Master Servicer, a
Subservicer or the Trustee that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the mortgage-backed
securities market) of the Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to the
Mortgage Loans under direction and authority of such Servicer, Custodian, Master
Servicer, Subservicer or Trustee.

      Subordinate Amount: With respect to any Distribution Date, the excess, if
any, of the Non-PO Pool Balance for the immediately preceding Distribution Date
over the sum of the aggregate of the Certificate Principal Amounts of the Senior
Certificates (other than the Class PO Certificates) immediately prior to the
related Distribution Date. With respect to the Closing Date, the excess of the
Cut-off Date Aggregate Principal Balance over the sum of the aggregate of the
initial Certificate Principal Amount of the Senior Certificates.

      Subordinate Certificate: Any Class B Certificate.

      Subordinate Certificate Writedown Amount: As to any Distribution Date, the
amount by which (i) the sum of the Class Principal Amounts of all the
Certificates (after giving effect to the distribution of principal and the
allocation of Realized Losses in reduction of the Certificate Principal Amounts
of the Certificates on such Distribution Date) exceeds (ii) the aggregate
Scheduled Principal Balance of the Mortgage Loans in Pool 1 and Pool 2 for such
Distribution Date.

      Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, the percentage obtained by dividing the
Class Principal Amount of such


                                       37
<PAGE>

Class immediately prior to such Distribution Date by the aggregate Certificate
Principal Amount of all Subordinate Certificates immediately prior to such
Distribution Date.

      Subordinate Component Percentage: Not applicable.

      Subordinate Percentage: With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior Percentage
for such Distribution Date.

      Subordinate Prepayment Percentage: With respect to each Mortgage Pool and
any Distribution Date, the difference between 100% and the related Senior
Prepayment Percentage for such Distribution Date.

      Subordinate Principal Distribution Amount: For each Mortgage Pool and any
Distribution Date, the sum of the following:

            (i) the product of (a) the related Subordinate Percentage for such
      date and (b) the applicable Non-PO Percentage of the principal portion of
      each Scheduled Payment (without giving effect to any Debt Service
      Reduction occurring prior to the applicable Bankruptcy Coverage
      Termination Date) on each Mortgage Loan in the related Mortgage Pool due
      during the related Due Period (for Pool 1, the related Non-PO Percentage
      of such amounts);

            (ii) the product of (a) the related Subordinate Prepayment
      Percentage for such date and (b) the applicable Non-PO Percentage of each
      of the following amounts: (1) each Principal Prepayment on the Mortgage
      Loans in the related Mortgage Pool collected during the related Prepayment
      Period, (2) each other unscheduled collection, including any Subsequent
      Recoveries, Insurance Proceeds and Net Liquidation Proceeds (other than
      with respect to any Mortgage Loan in the related Mortgage Pool that was
      finally liquidated during the related Prepayment Period) representing or
      allocable to recoveries of principal received during the related
      Prepayment Period, and (3) the principal portion of all proceeds of the
      purchase of any Mortgage Loan in the related Mortgage Pool (or, in the
      case of a permitted substitution, amounts representing a principal
      adjustment) actually received by the Trustee during the related Prepayment
      Period (for Pool 1, the related Non-PO Percentage of such amounts);

            (iii) with respect to unscheduled recoveries allocable to principal
      of any Mortgage Loan in the related Mortgage Pool that was finally
      liquidated during the related Prepayment Period, the applicable Non-PO
      Percentage of the related net Liquidation Proceeds allocable to principal
      less any related amount paid pursuant to subsection (iii) of the
      definition of Senior Principal Distribution Amount for the related
      Certificate Group (for Pool 1, the related Non-PO Percentage of such
      amounts); and

            (iv) any amounts described in clauses (i) through (iii) for any
      previous Distribution Date that remain unpaid.

      Subsequent Recovery: The amount, if any, recovered by the related Servicer
or the Master Servicer with respect to a Liquidated Mortgage Loan with respect
to which a Realized Loss has been incurred after liquidation and disposition of
such Mortgage Loan.


                                       38
<PAGE>

      Subservicer: Any Person that (i) is considered to be a Servicing Function
Participant, (ii) services Mortgage Loans on behalf of any Servicer or
Additional Servicer, and (iii) is responsible for the performance (whether
directly or through subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Servicer,
Master Servicer or the Trustee under this Agreement, the Servicing Agreements,
the Custodial Agreements or other Servicing agreements entered into with respect
to some or all of the Mortgage Loans, that are identified in Item 1122(d) of
Regulation AB.

      Surety: Not applicable.

      Surety Bond: Not applicable.

      Tax Matters Person: The "tax matters person" as specified in the REMIC
Provisions.

      Title Insurance Policy: A title insurance policy maintained with respect
to a Mortgage Loan.

      Transfer Agreement: As defined in the Mortgage Loan Sale Agreement.

      Transferor: Each seller of Mortgage Loans to the Lehman Brothers Holdings
pursuant to a Transfer Agreement.

      Trust Fund: The corpus of the trust created pursuant to this Agreement,
consisting of the Mortgage Loans (other than any Retained Interest), the
assignment of the Depositor's rights under the Mortgage Loan Sale Agreement and
the Participation Agreement, the Participations, the Additional Collateral, such
amounts as shall from time to time be held in the Collection Account, the
Certificate Account, any Escrow Account, the Insurance Policies, any REO
Property, and the other items referred to in, and conveyed to the Trustee under,
Section 2.01(a).

      Trust Rate: Not applicable.

      Trust REMIC: Each REMIC created hereunder.

      Trustee: Citibank, N.A., not in its individual capacity but solely as
Trustee, or any successor in interest, or if any successor trustee or any
co-trustee shall be appointed as herein provided, then such successor trustee
and such co-trustee, as the case may be.

      Trustee Fee: As to any Distribution Date and each Mortgage Pool, an amount
equal to the product of the Trustee Fee Rate and the aggregate Scheduled
Principal Balance of the Mortgage Loans in such Mortgage Pool.

      Trustee Fee Rate: Not applicable.

      Undercollateralization Distribution: As defined in Section 5.02(g).

      Undercollateralized Group: With respect to any Distribution Date, the
Senior Certificates (other than the Principal-Only Certificates) of any
Certificate Group as to which the aggregate Certificate Principal Amount
thereof, after giving effect to distributions pursuant to Sections


                                       39
<PAGE>

5.02(a) and (b) on such date, is greater than the Non-PO Pool Balance of the
related Mortgage Pool for such Distribution Date.

      Underlying Subordinate Rates: For each Distribution Date and for Pool 1,
5.75% per annum; for each Distribution Date and for Pool 2, the Net WAC for Pool
2.

      Underwriter's Exemption: Prohibited Transaction Exemption 91-14, 56 Fed.
Reg. 7413 (1991), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of Labor.

      Upper Tier REMIC: One of the separate REMICs as described in the
Preliminary Statement hereto.

      Voting Interests: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions of
this Agreement. At all times during the term of this Agreement until the Class
Notional Amount of each Class of Notional Certificates has been reduced to zero,
95% of all Voting Interests shall be allocated to the Certificates other than
the Notional Certificates, and 5% of all Voting Interests shall be allocated to
the Notional Certificates. After the Class Notional Amount of each Class of
Notional Certificates has been reduced to zero, all of the Voting Interests
shall be allocated to the remaining Classes of Certificates. Voting Interests
allocated to the Notional Certificates shall be allocated among the Classes of
such Certificates (and among the Certificates of each such Class) in proportion
to their Class Notional Amounts (or Notional Amounts). Voting Interests shall be
allocated among the other Classes of Certificates (and among the Certificates of
each such Class) in proportion to their Class Principal Amounts (or Certificate
Principal Amounts).

      Section 1.02. Calculations Respecting Mortgage Loans.

      Calculations required to be made pursuant to this Agreement with respect
to any Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made to
the Trustee by the Master Servicer as supplied to the Trustee by the Master
Servicer. The Trustee shall not be required to recompute, verify or recalculate
the information supplied to it by the Master Servicer.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

      Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.

      (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05
and 2.06, in trust, all the right, title and interest of the Depositor in and to
the Mortgage Loans (including the Participations). Such conveyance includes,
without limitation, the right to all distributions of principal and interest
received on or with respect to the Mortgage Loans on and after the Cut-off Date
(other than payments of


                                       40
<PAGE>

principal and interest due on or before such date), and all such payments due
after such date but received prior to such date and intended by the related
Mortgagors to be applied after such date, together with all of the Depositor's
right, title and interest in and to the Collection Account and all amounts from
time to time credited to and the proceeds of the Collection Account, the
Certificate Account and all amounts from time to time credited to and the
proceeds of the Certificate Account, any Escrow Account established pursuant to
Section 9.06 hereof and all amounts from time to time credited to and the
proceeds of any such Escrow Account, any REO Property and the proceeds thereof,
the Depositor's rights under any Insurance Policies related to the Mortgage
Loans, and the Depositor's security interest in any collateral pledged to secure
the Mortgage Loans, including the Mortgaged Properties and any Additional
Collateral, and any proceeds of the foregoing, to have and to hold, in trust;
and the Trustee declares that, subject to the review provided for in Section
2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for
the benefit and use of the Holders of the Certificates and for the purposes and
subject to the terms and conditions set forth in this Agreement, and,
concurrently with such receipt, has caused to be executed, authenticated and
delivered to or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire ownership of
the Trust Fund.

      Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest under
the Mortgage Loan Sale Agreement; including all rights of the Seller under the
applicable Servicing Agreement to the extent assigned under the Mortgage Loan
Sale Agreement. The Trustee hereby accepts such assignment, and shall be
entitled to exercise all rights of the Depositor under the Mortgage Loan Sale
Agreement as if, for such purpose, it were the Depositor. The foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and is not
intended to result in creation or assumption by the Trustee of any obligation of
the Depositor, the Seller, or any other Person in connection with the Mortgage
Loans or any other agreement or instrument relating thereto except as
specifically set forth herein.

      In addition, with respect to any Pledged Asset Mortgage Loan, the
Depositor does hereby transfer, assign, set-over and otherwise convey to the
Trustee without recourse (except as provided herein) (i) its rights as assignee
under any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Additional Collateral Servicing Agreement and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
Notwithstanding anything to the contrary in this Agreement, the Trust Fund shall
not obtain title to or beneficial ownership of any Additional Collateral as a
result of or in lieu of the disposition thereof or otherwise.

      (b) In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, or cause to be delivered to and deposited
with, the Trustee, and/or any custodian acting on the Trustee's behalf, if
applicable, the following documents or instruments with respect to each Mortgage
Loan (each a "Mortgage File") so transferred and assigned (other than the
Participations):


                                       41
<PAGE>

            (i) with respect to each Mortgage Loan, the original Mortgage Note
      endorsed without recourse in proper form to the order of the Trustee, or
      in blank (in each case, with all necessary intervening endorsements as
      applicable);

            (ii) the original of any guarantee, security agreement or pledge
      agreement relating to any Additional Collateral and executed in connection
      with the Mortgage Note, assigned to the Trustee;

            (iii) with respect to each Mortgage Loan other than a Cooperative
      Loan, the original recorded Mortgage with evidence of recording indicated
      thereon and the original recorded power of attorney, if the Mortgage was
      executed pursuant to a power of attorney, with evidence of recording
      thereon or, if such Mortgage or power of attorney has been submitted for
      recording but has not been returned from the applicable public recording
      office, has been lost or is not otherwise available, a copy of such
      Mortgage or power of attorney, as the case may be, certified to be a true
      and complete copy of the original submitted for recording. If, in
      connection with any Mortgage Loan, the Depositor cannot deliver the
      Mortgage with evidence of recording thereon on or prior to the Closing
      Date because of a delay caused by the public recording office where such
      Mortgage has been delivered for recordation or because such Mortgage has
      been lost, the Depositor shall deliver or cause to be delivered to the
      Trustee (or its custodian), in the case of a delay due to recording, a
      true copy of such Mortgage, pending delivery of the original thereof,
      together with an Officer's Certificate of the Depositor certifying that
      the copy of such Mortgage delivered to the Trustee (or its custodian) is a
      true copy and that the original of such Mortgage has been forwarded to the
      public recording office, or, in the case of a Mortgage that has been lost,
      a copy thereof (certified as provided for under the laws of the
      appropriate jurisdiction) and a written Opinion of Counsel acceptable to
      the Trustee and the Depositor that an original recorded Mortgage is not
      required to enforce the Trustee's interest in the Mortgage Loan;

            (iv) the original of each assumption, modification or substitution
      agreement, if any, relating to the Mortgage Loans, or, as to any
      assumption, modification or substitution agreement which cannot be
      delivered on or prior to the Closing Date because of a delay caused by the
      public recording office where such assumption, modification or
      substitution agreement has been delivered for recordation, a photocopy of
      such assumption, modification or substitution agreement, pending delivery
      of the original thereof, together with an Officer's Certificate of the
      Depositor certifying that the copy of such assumption, modification or
      substitution agreement delivered to the Trustee (or its custodian) is a
      true copy and that the original of such agreement has been forwarded to
      the public recording office;

            (v) with respect to each Non-MERS Mortgage Loan other than a
      Cooperative Loan, the original Assignment of Mortgage for each Mortgage
      Loan;

            (vi) if applicable, such original intervening assignments of the
      Mortgage, notice of transfer or equivalent instrument (each, an
      "Intervening Assignment"), as may be necessary to show a complete chain of
      assignment from the originator, or, in the case of an Intervening
      Assignment that has been lost, a written Opinion of Counsel acceptable to


                                       42
<PAGE>

      the Trustee that such original Intervening Assignment is not required to
      enforce the Trustee's interest in the Mortgage Loans;

            (vii) the original Primary Mortgage Insurance Policy or certificate,
      if private mortgage guaranty insurance is required;

            (viii) with respect to each Mortgage Loan other than a Cooperative
      Loan, the original mortgagee title insurance policy or attorney's opinion
      of title and abstract of title;

            (ix) the original of any security agreement, chattel mortgage or
      equivalent executed in connection with the Mortgage or as to any security
      agreement, chattel mortgage or their equivalent that cannot be delivered
      on or prior to the Closing Date because of a delay caused by the public
      recording office where such document has been delivered for recordation, a
      photocopy of such document, pending delivery of the original thereof,
      together with an Officer's Certificate of the Depositor certifying that
      the copy of such security agreement, chattel mortgage or their equivalent
      delivered to the Trustee (or its custodian) is a true copy and that the
      original of such document has been forwarded to the public recording
      office; and

            (x) with respect to any Cooperative Loan, the Cooperative Loan
      Documents.

      The parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect the transfer to the
Trustee, for the benefit of the Certificateholders, of the Mortgage Notes and
the Mortgages.

      With respect to each Participation, the Depositor does hereby deliver to,
and deposit with, or cause to be delivered to and deposited with, the Trustee,
and/or any custodian acting on the Trustee's behalf, a copy of the Participation
Agreement and the original Participation issued to the Trustee.

      (c) (i) Assignments of Mortgage with respect to each Non-MERS Mortgage
Loan other than a Cooperative Loan shall be recorded; provided, however, that
such Assignments need not be recorded if, in the Opinion of Counsel (which must
be from Independent counsel) acceptable to the Trustee and the Rating Agencies,
recording in such states is not required to protect the Trustee's interest in
the related Non-MERS Mortgage Loans. Subject to the preceding sentence, as soon
as practicable after the Closing Date (but in no event more than 3 months
thereafter except to the extent delays are caused by the applicable recording
office), the Trustee, at the expense of the Depositor and with the cooperation
of the applicable Servicer, shall cause to be properly recorded by such Servicer
in each public recording office where the related Mortgages are recorded each
Assignment of Mortgage referred to in subsection (b)(v) above with respect to a
Non-MERS Mortgage Loan. With respect to each Cooperative Loan, the Trustee, at
the expense of the Depositor and with the cooperation of the applicable
Servicer, shall cause such Servicer to take such actions as are necessary under
applicable law in order to perfect the interest of the Trustee in the related
Mortgaged Property.

            (ii) With respect to each MERS Mortgage Loan, the Trustee, at the
      expense of the Depositor and with the cooperation of the applicable
      Servicer, shall cause to be taken such actions by such Servicer as are
      necessary to cause the Trustee to be clearly


                                       43
<PAGE>

      identified as the owner of each such Mortgage Loan on the records of MERS
      for purposes of the system of recording transfers of beneficial ownership
      of mortgages maintained by MERS.

      (d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee, or to the applicable Custodian on behalf of the
Trustee, under clause (b)(viii) above and is not so delivered, the Depositor
will provide a copy of such Title Insurance Policy to the Trustee, or to the
applicable Custodian on behalf of the Trustee, as promptly as practicable after
the execution and delivery hereof, but in any case within 180 days of the
Closing Date.

      (e) For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering
the above documents, herewith delivers to the Trustee, or to the applicable
Custodian on behalf of the Trustee, an Officer's Certificate which shall include
a statement to the effect that all amounts received in connection with such
prepayment that are required to be deposited in the applicable Collection
Account pursuant to Section 4.01 have been so deposited. All original documents
that are not delivered to the Trustee or the applicable Custodian on behalf of
the Trustee shall be held by the Master Servicer or the applicable Servicer in
trust for the benefit of the Trustee and the Certificateholders.

      Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation
for Trust Fund.

      (a) The Trustee, or the applicable Custodian on behalf of the Trustee, by
execution and delivery hereof, acknowledges receipt of the Participations and
the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan
Schedule, subject to review thereof by the Trustee, or by the applicable
Custodian on behalf of the Trustee, under this Section 2.02. The Trustee, or the
applicable Custodian on behalf of the Trustee, will execute and deliver to the
Trustee, the Depositor and the Master Servicer on the Closing Date an Initial
Certification in the form annexed hereto as Exhibit B-1 (or in the form annexed
to the applicable Custodial Agreement as Exhibit B-1, as applicable).

      (b) Within 45 days after the Closing Date, the applicable Custodian will,
on behalf of the Trustee and for the benefit of Holders of the Certificates,
review each Mortgage File to ascertain that all required documents set forth in
Section 2.01 have been received and appear on their face to contain the
requisite signatures by or on behalf of the respective parties thereto, and
shall deliver to the Trustee, the Depositor and the Master Servicer an Interim
Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed
to the applicable Custodial Agreement as Exhibit B-2, as applicable) to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (i) all
of the applicable documents specified in Section 2.01(b) are in its possession
and (ii) such documents have been reviewed by it and appear to relate to such
Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
Trustee, shall make sure that the documents are executed and endorsed, but shall
be under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that the same are valid,
binding, legally effective, properly endorsed, genuine, enforceable or
appropriate for the represented


                                       44
<PAGE>

purpose or that they have actually been recorded or are in recordable form or
that they are other than what they purport to be on their face. Neither the
Trustee nor any Custodian shall have any responsibility for verifying the
genuineness or the legal effectiveness of or authority for any signatures of or
on behalf of any party or endorser.

      (c) If in the course of the review described in paragraph (b) above the
Trustee or the applicable Custodian discovers any document or documents
constituting a part of a Mortgage File that is missing, does not appear regular
on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically
altered) or appears to be unrelated to the Mortgage Loans identified in the
Mortgage Loan Schedule (each, a "Material Defect"), the Trustee, or the
applicable Custodian on behalf of the Trustee, shall promptly identify the
Mortgage Loan to which such Material Defect relates in the Interim Certificate
delivered to the Depositor or the Master Servicer (and to the Trustee). Within
90 days of its receipt of such notice, the Depositor shall be required to cure
such Material Defect (and, in such event, the Depositor shall provide the
Trustee with an Officer's Certificate confirming that such cure has been
effected). If the Depositor does not so cure such Material Defect, it shall, if
a loss has been incurred with respect to such Mortgage Loan that would, if such
Mortgage Loan were not purchased from the Trust Fund, constitute a Realized
Loss, and such loss is attributable to the failure of the Depositor to cure such
Material Defect, repurchase the related Mortgage Loan from the Trust Fund at the
Purchase Price. A loss shall be deemed to be attributable to the failure of the
Depositor to cure a Material Defect if, as determined by the Depositor, upon
mutual agreement with the Servicer acting in good faith, absent such Material
Defect, such loss would not have been incurred. Within the two-year period
following the Closing Date, the Depositor may, in lieu of repurchasing a
Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage Loan a
Qualifying Substitute Mortgage Loan subject to the provisions of Section 2.05.
The failure of the Trustee or the applicable Custodian to give the notice
contemplated herein within 45 days after the Closing Date shall not affect or
relieve the Depositor of its obligation to repurchase any Mortgage Loan pursuant
to this Section 2.02 or any other Section of this Agreement requiring the
repurchase of Mortgage Loans from the Trust Fund.

      (d) Within 180 days following the Closing Date, the Trustee, or the
applicable Custodian, shall deliver to the Trustee, the Depositor and the Master
Servicer a Final Certification substantially in the form annexed hereto as
Exhibit B-3 (or in the form annexed to the applicable Custodial Agreement as
Exhibit B-3, as applicable) evidencing the completeness of the Mortgage Files in
its possession or control, with any exceptions noted thereto.

      (e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.

      (f) Each of the parties hereto acknowledges that the Custodian shall
perform the applicable review of the Mortgage Loans and respective
certifications thereof as provided in this Section 2.02.

      (g) Each of the parties hereto acknowledge and agree that it is not
intended that any Mortgage Loan be included in the Trust Fund that is a
"High-Cost" Mortgage Loan as defined under any applicable federal law or state
or local regulation, ordinance or law.


                                       45
<PAGE>

      Section 2.03. Representations and Warranties of the Depositor.

      (a) The Depositor hereby represents and warrants to the Trustee, for the
benefit of Certificateholders, and to the Master Servicer, as of the Closing
Date or such other date as is specified, that:

            (i) the Depositor is a corporation duly organized, validly existing
      and in good standing under the laws governing its creation and existence
      and has full corporate power and authority to own its property, to carry
      on its business as presently conducted, to enter into and perform its
      obligations under this Agreement, and to create the trust pursuant hereto;

            (ii) the execution and delivery by the Depositor of this Agreement
      have been duly authorized by all necessary corporate action on the part of
      the Depositor; neither the execution and delivery of this Agreement, nor
      the consummation of the transactions herein contemplated, nor compliance
      with the provisions hereof, will conflict with or result in a breach of,
      or constitute a default under, any of the provisions of any law,
      governmental rule, regulation, judgment, decree or order binding on the
      Depositor or its properties or the certificate of incorporation or bylaws
      of the Depositor;

            (iii) the execution, delivery and performance by the Depositor of
      this Agreement and the consummation of the transactions contemplated
      hereby do not require the consent or approval of, the giving of notice to,
      the registration with, or the taking of any other action in respect of,
      any state, federal or other governmental authority or agency, except such
      as has been obtained, given, effected or taken prior to the date hereof;

            (iv) this Agreement has been duly executed and delivered by the
      Depositor and, assuming due authorization, execution and delivery by the
      Trustee and the Master Servicer, constitutes a valid and binding
      obligation of the Depositor enforceable against it in accordance with its
      terms except as such enforceability may be subject to (A) applicable
      bankruptcy and insolvency laws and other similar laws affecting the
      enforcement of the rights of creditors generally and (B) general
      principles of equity regardless of whether such enforcement is considered
      in a proceeding in equity or at law;

            (v) there are no actions, suits or proceedings pending or, to the
      knowledge of the Depositor, threatened or likely to be asserted against or
      affecting the Depositor, before or by any court, administrative agency,
      arbitrator or governmental body (A) with respect to any of the
      transactions contemplated by this Agreement or (B) with respect to any
      other matter which in the judgment of the Depositor will be determined
      adversely to the Depositor and will if determined adversely to the
      Depositor materially and adversely affect it or its business, assets,
      operations or condition, financial or otherwise, or adversely affect its
      ability to perform its obligations under this Agreement; and

            (vi) immediately prior to the transfer and assignment of the
      Mortgage Loans to the Trustee, the Depositor was the sole owner of record
      and holder of each Mortgage Loan, and the Depositor had good and
      marketable title thereto, and had full right to transfer and sell each
      Mortgage Loan to the Trustee free and clear, subject only to (1)


                                       46
<PAGE>

      liens of current real property taxes and assessments not yet due and
      payable and, if the related Mortgaged Property is a condominium unit, any
      lien for common charges permitted by statute, (2) covenants, conditions
      and restrictions, rights of way, easements and other matters of public
      record as of the date of recording of such Mortgage acceptable to mortgage
      lending institutions in the area in which the related Mortgaged Property
      is located and specifically referred to in the lender's Title Insurance
      Policy or attorney's opinion of title and abstract of title delivered to
      the originator of such Mortgage Loan, and (3) such other matters to which
      like properties are commonly subject which do not, individually or in the
      aggregate, materially interfere with the benefits of the security intended
      to be provided by the Mortgage, of any encumbrance, equity, participation
      interest, lien, pledge, charge, claim or security interest, and had full
      right and authority, subject to no interest or participation of, or
      agreement with, any other party, to sell and assign each Mortgage Loan
      pursuant to this Agreement.

      (b) The representations and warranties of each Transferor with respect to
the related Mortgage Loans in the applicable Transfer Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in the
applicable Transfer Agreement (or underlying agreement, if such Transfer
Agreement is in the form of an assignment of a prior agreement). To the extent
that any fact, condition or event with respect to a Mortgage Loan constitutes a
breach of both (i) a representation or warranty of the applicable Transferor
under the applicable Transfer Agreement and (ii) a representation or warranty of
Lehman Brothers Holdings under the Mortgage Loan Sale Agreement, the only right
or remedy of the Trustee or of any Certificateholder shall be the Trustee's
right to enforce the obligations of the applicable Transferor under any
applicable representation or warranty made by it. The Trustee acknowledges that
Lehman Brothers Holdings shall have no obligation or liability with respect to
any breach of a representation or warranty made by it with respect to the
Mortgage Loans if the fact, condition or event constituting such breach also
constitutes a breach of a representation or warranty made by the applicable
Transferor in the applicable Transfer Agreement, without regard to whether such
Transferor fulfills its contractual obligations in respect of such
representation or warranty. The Trustee further acknowledges that the Depositor
shall have no obligation or liability with respect to any breach of any
representation or warranty with respect to the Mortgage Loans (except as set
forth in Section 2.03(a)(vi)) under any circumstances.

      Section 2.04. Discovery of Breach.

      It is understood and agreed that the representations and warranties (i)
set forth in Section 2.03 and (ii) of Lehman Brothers Holdings set forth in the
Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
hereunder and (iii) of each Transferor, assigned by Lehman Brothers Holdings to
the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to the
Trustee by the Depositor hereunder shall each survive delivery of the Mortgage
Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and
shall continue throughout the term of this Agreement. Upon discovery by either
the Depositor, the Master Servicer or the Trustee of a breach of any of such
representations and warranties that adversely and materially affects the value
of the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties. Within 90 days of the discovery of a
breach of any representation or warranty given to the Trustee by the Depositor,
any Transferor, Lehman Brothers Holdings and assigned to the Trustee, the
Depositor, such Transferor, Lehman Brothers


                                       47
<PAGE>

Holdings shall either (a) cure such breach in all material respects, (b)
repurchase such Mortgage Loan or any property acquired in respect thereof from
the Trustee at the Purchase Price or (c) within the two year period following
the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
affected Mortgage Loan. In the event of discovery of a breach of any
representation and warranty of any Transferor assigned to the Trustee shall
enforce its rights under the applicable Transfer Agreement and the Mortgage Loan
Sale Agreement for the benefit of Certificateholders. As provided in the
Mortgage Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan
for which there is a breach of any representations and warranties in the related
Transfer Agreement which adversely and materially affects the value of such
Mortgage Loan and such substitute mortgage loan is not a Qualifying Substitute
Mortgage Loan, under the terms of the Mortgage Loan Sale Agreement, Lehman
Brothers Holdings will, in exchange for such substitute Mortgage Loan, (i)
provide the applicable Purchase Price for the affected Mortgage Loan or (ii)
within two years of the Closing Date, substitute such affected Mortgage Loan
with a Qualifying Substitute Mortgage Loan.

      Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.

      (a) With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement, by Lehman Brothers Holdings pursuant to the Mortgage
Loan Sale Agreement or by any Transferor pursuant to the applicable Transfer
Agreement, the principal portion of the funds received by the Master Servicer in
respect of such repurchase of a Mortgage Loan will be considered a Principal
Prepayment and shall be deposited in the Collection Account pursuant to Section
4.01. The Trustee, upon receipt of the full amount of the Purchase Price for a
Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Qualifying
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan (and any
applicable Substitution Amount), shall release or cause to be released and
reassign to the Depositor, Lehman Brothers Holdings or the applicable
Transferor, as applicable, the related Mortgage File for the Deleted Mortgage
Loan and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, representation or warranty, as shall be necessary
to vest in such party or its designee or assignee title to any Deleted Mortgage
Loan released pursuant hereto, free and clear of all security interests, liens
and other encumbrances created by this Agreement, which instruments shall be
prepared by the Trustee (or its custodian), and the Trustee shall have no
further responsibility with respect to the Mortgage File relating to such
Deleted Mortgage Loan.

      (b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee (or its Custodian) pursuant to the terms of this
Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the
applicable Transferor, Lehman Brothers Holdings, as applicable, must deliver to
the Trustee (or its custodian) the Mortgage File for the Qualifying Substitute
Mortgage Loan containing the documents set forth in Section 2.01(b) along with a
written certification certifying as to the delivery of such Mortgage File and
containing the granting language set forth in Section 2.01(a); and (ii) the
Depositor will be deemed to have made, with respect to such Qualified Substitute
Mortgage Loan, each of the representations and warranties made by it with
respect to the related Deleted Mortgage Loan. As soon as practicable after the
delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee, at
the expense of the Depositor and at the direction and with the cooperation of
the applicable Servicer, shall (i) with respect to a Qualifying Substitute
Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage
to be recorded by such Servicer if required pursuant to


                                       48
<PAGE>

Section 2.01(c)(i), or (ii) with respect to a Qualifying Substitute Mortgage
Loan that is a MERS Mortgage Loan, cause to be taken such actions by such
Servicer as are necessary to cause the Trustee to be clearly identified as the
owner of each such Mortgage Loan on the records of MERS if required pursuant to
Section 2.01(c)(ii).

      (c) Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans pursuant to this Article II shall be subject to the
additional limitations that no substitution of a Qualifying Substitute Mortgage
Loan for a Deleted Mortgage Loan shall be made unless the Trustee has received
an Opinion of Counsel (at the expense of the party seeking to make the
substitution) that, under current law, such substitution will not (A) affect
adversely the status of any REMIC established hereunder as a REMIC, or of the
related "regular interests" as "regular interests" in any such REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or prohibited
contribution pursuant to the REMIC Provisions. The Depositor shall cause the
Mortgage Loan Schedule to be amended in accordance with the terms of this
Agreement.

      Section 2.06. Grant Clause.

      It is intended that the conveyance of the Depositor's right, title and
interest in and to property constituting the Trust Fund pursuant to this
Agreement shall constitute, and shall be construed as, a sale of such property
and not a grant of a security interest to secure a loan. However, if such
conveyance is deemed to be in respect of a loan, it is intended that: (i) the
rights and obligations of the parties shall be established pursuant to the terms
of this Agreement; (ii) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates a first priority security interest in
all of the Depositor's right, title and interest in, to and under, whether now
owned or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the Certificates; and
(iii) this Agreement shall constitute a security agreement under applicable law.
If such conveyance is deemed to be in respect of a loan and the Trust created by
this Agreement terminates prior to the satisfaction of the claims of any Person
holding any Certificate, the security interest created hereby shall continue in
full force and effect and the Trustee shall be deemed to be the collateral agent
for the benefit of such Person, and all proceeds shall be distributed as herein
provided.


                                       49
<PAGE>

                                  ARTICLE III

                                THE CERTIFICATES

      Section 3.01. The Certificates.

      (a) The Certificates shall be issuable in registered form only and shall
be securities governed by Article 8 of the New York Uniform Commercial Code. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the dollar denominations in
Certificate Principal Amount or Notional Principal Amount, as applicable, or in
the Percentage Interests, specified herein. Each Class of Book-Entry
Certificates shall be issued in the minimum denominations in Certificate
Principal Amount (or Notional Amount) or Percentage Interest specified in the
Preliminary Statement hereto and in integral multiples of $1 or 5% (in the case
of Certificates issued in Percentage Interests) in excess thereof. Each Class of
Non-Book Entry Certificates other than the Residual Certificate shall be issued
in definitive, fully registered form in the minimum denominations in Certificate
Principal Amount (or Notional Amount) specified in the Preliminary Statement
hereto and in integral multiples of $1 in excess thereof. The Residual
Certificate shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to $100. The
Certificates may be issued in the form of typewritten certificates. One
Certificate of each Class of Certificates other than any Class of Residual
Certificates may be issued in any denomination in excess of the minimum
denomination.

      (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Each Certificate shall, on
original issue, be authenticated by the Trustee upon the order of the Depositor
upon receipt by the Trustee of the Mortgage Files described in Section 2.01. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein, executed by an
authorized officer of the Trustee or the Authenticating Agent, if any, by manual
signature, and such certification upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates executed
by the Depositor to the Trustee or the Authenticating Agent for authentication
and the Trustee or the Authenticating Agent shall authenticate and deliver such
Certificates as in this Agreement provided and not otherwise.

      (c) The Class B4, Class B5 or Class B6 Certificates offered and sold in
reliance on the exemption from registration under Rule 144A shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A added to the forms of such Certificates (each, a
"Restricted Global Security"), which shall be deposited on behalf of the
subscribers for such Certificates represented thereby with the Trustee, as
custodian for DTC and registered in the name of a nominee of DTC, duly executed
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amounts of the Restricted Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee or DTC
or its nominee, as the case may be, as hereinafter provided.


                                       50
<PAGE>

      The Class B4, Class B5 or Class B6 Certificates sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more permanent global Certificates in definitive, fully registered
form without interest coupons with the applicable legends set forth in Exhibit A
hereto added to the forms of such Certificates (each, a "Regulation S Global
Security"), which shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Trustee as hereinafter provided. The aggregate principal amounts of the
Regulation S Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee or DTC or its nominee, as the
case may be, as hereinafter provided.

      (d) The Class B4, Class B5 or Class B6 Certificates sold to an "accredited
investor" under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued
initially in the form of one or more Definitive Certificates.

      Section 3.02. Registration.

      The Trustee is hereby appointed, and hereby accepts its appointment as,
Certificate Registrar in respect of the Certificates and shall maintain books
for the registration and for the transfer of Certificates (the "Certificate
Register"). The Trustee may appoint a bank or trust company to act as
Certificate Registrar. A registration book shall be maintained for the
Certificates collectively. The Certificate Registrar may resign or be discharged
or removed and a new successor may be appointed in accordance with the
procedures and requirements set forth in Sections 6.06 and 6.07 hereof with
respect to the resignation, discharge or removal of the Trustee and the
appointment of a successor trustee. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders and the Master Servicer, any bank or
trust company to act as co-registrar under such conditions as the Certificate
Registrar may prescribe; provided, however, that the Certificate Registrar shall
not be relieved of any of its duties or responsibilities hereunder by reason of
such appointment.

      Section 3.03. Transfer and Exchange of Certificates.

      (a) A Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.09 hereof) may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall be
satisfactory to the Certificate Registrar. Upon the transfer of any Certificate
in accordance with the preceding sentence, the Trustee shall execute, and the
Trustee or any Authenticating Agent shall authenticate and deliver to the
transferee, one or more new Certificates of the same Class and evidencing, in
the aggregate, the same aggregate Certificate Principal Amount as the
Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.


                                       51
<PAGE>

      (b) A Certificate may be exchanged by the Holder thereof for any number of
new Certificates of the same Class, in authorized denominations, representing in
the aggregate the same Certificate Principal Amount as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the office of
the Certificate Registrar duly endorsed or accompanied by a written instrument
of transfer duly executed by such Holder or his duly authorized attorney in such
form as is satisfactory to the Certificate Registrar. Certificates delivered
upon any such exchange will evidence the same obligations, and will be entitled
to the same rights and privileges, as the Certificates surrendered. No service
charge shall be made to a Certificateholder for any exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
exchange of Certificates. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, and the Trustee or the Authenticating Agent
shall authenticate, date and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

      (c) By acceptance of a Restricted Certificate or a Regulation S Global
Security, whether upon original issuance or subsequent transfer, each Holder of
such a Certificate acknowledges the restrictions on the transfer of such
Certificate set forth thereon and agrees that it will transfer such a
Certificate only as provided herein. In addition, each Holder of a Regulation S
Global Security shall be deemed to have represented and warranted to the
Trustee, the Certificate Registrar and any of their respective successors that:
(i) such Person is not a U.S. person within the meaning of Regulation S and was,
at the time the buy order was originated, outside the United States and (ii)
such Person understands that such Certificates have not been registered under
the Securities Act of 1933, as amended (the "Act"), and that (x) until the
expiration of the 40-day distribution compliance period (within the meaning of
Regulation S), no offer, sale, pledge or other transfer of such Certificates or
any interest therein shall be made in the United States or to or for the account
or benefit of a U.S. person (each as defined in Regulation S) and (y) if in the
future it decides to offer, resell, pledge or otherwise transfer such
Certificates, such Certificates may be offered, resold, pledged or otherwise
transferred only (A) to a person which the seller reasonably believes is a
"qualified institutional buyer" (a "QIB") as defined in Rule 144A under the Act,
that is purchasing such Certificates for its own account or for the account of a
qualified institutional buyer to which notice is given that the transfer is
being made in reliance on Rule 144A or (B) in an offshore transaction (as
defined in Regulation S) in compliance with the provisions of Regulation S, in
each case in compliance with the requirements of this Agreement; and it will
notify such transferee of the transfer restrictions specified in this Section.

      The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that takes
delivery in the form of a Definitive Certificate:

            (i) The Certificate Registrar shall register the transfer of a
      Restricted Certificate if the requested transfer is (x) to the Depositor
      or the Placement Agent, an affiliate (as defined in Rule 405 under the
      Act) of the Depositor or the Placement Agent or (y) being made to a QIB by
      a transferor that has provided the Trustee with a certificate in the form
      of Exhibit F hereto; and


                                       52
<PAGE>

            (ii) The Certificate Registrar shall register the transfer of a
      Restricted Certificate if the requested transfer is being made to an
      "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act
      by a transferor who furnishes to the Trustee a letter of the transferee
      substantially in the form of Exhibit G hereto.

      (d) No Transfer of an ERISA-Restricted Certificate or a Class R
Certificate will be registered unless the Trustee, the Certificate Registrar and
the Depositor receive (I) a representation as set forth in Exhibit D-1 for Class
R Certificates or Exhibit H for ERISA-Restricted Certificates to the effect that
such transferee is not an employee benefit plan or other arrangement subject to
Title I of ERISA, a plan subject to Section 4975 of the Code or a plan subject
to any provisions under any federal, state, local, non-U.S. or other laws or
regulations that are substantively similar to the foregoing provisions of ERISA
or the Code ("Similar Law") (collectively, a "Plan"), and is not directly or
indirectly acquiring the ERISA-Restricted Certificate or Class R Certificate
for, on behalf of, or with any assets of any such Plan, or (II) solely in the
case of ERISA-Restricted Certificates, (A) if the Certificate has been the
subject of an ERISA-Qualifying Underwriting, a representation as set forth in
Exhibit H that such transferee is an insurance company that is acquiring the
Certificate with assets contained in an "insurance company general account," as
defined in Section V(e) of Prohibited Transaction Class Exemption ("PTCE")
95-60, and the acquisition and holding of the Certificate are covered and exempt
under Sections I and III of PTCE 95-60, or (B) solely in the case of a
Definitive Certificate, an Opinion of Counsel satisfactory to the Trustee, the
Certificate Registrar and the Depositor, and upon which the Trustee, the
Certificate Registrar and the Depositor, shall be entitled to rely, to the
effect that the acquisition and holding of such Certificate will not constitute
or result in a nonexempt prohibited transaction under ERISA or the Code, or a
violation of Similar Law, and will not subject the Trustee, the Certificate
Registrar, the Master Servicer, any Servicer or the Depositor to any obligation
in addition to those expressly undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Certificate Registrar, the
Master Servicer, any Servicer or the Depositor.

      Except with respect to Definitive Certificates, the representations set
forth in this Subsection 3.03(d), other than clause (II)(B) in the immediately
preceding paragraph, and in Exhibit D-1 or Exhibit H, as applicable, shall be
deemed to have been made to the Trustee, the Certificate Registrar and the
Depositor by the transferee's acceptance of an ERISA-Restricted Certificate or
Class R Certificate (or the acceptance by a Certificate Owner of the beneficial
interest in any Class of ERISA-Restricted Certificates or Class R Certificate).
The Trustee, the Certificate Registrar and the Depositor shall not have any
obligation to monitor transfers of Book-Entry Certificates or Restricted Global
Securities that are ERISA-Restricted Certificates or Class R Certificate or any
liability for transfers of such Certificates in violation of the transfer
restrictions.

      Notwithstanding anything to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate or Class R Certificate to or on behalf of a Plan
without the delivery to the Trustee, the Certificate Registrar and the Depositor
of a representation or an Opinion of Counsel satisfactory to the Trustee, the
Certificate Registrar and the Depositor as described above shall be void and of
no effect. The Trustee, the Certificate Registrar and the Depositor shall be
under no liability to any Person for any registration or transfer of any
ERISA-Restricted Certificate or Class R Certificate that is in fact not
permitted by this Section 3.03(d) or for making any


                                       53
<PAGE>

payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered in accordance with the foregoing
requirements. The Trustee, the Certificate Registrar and the Depositor shall be
entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
Certificate or Class R Certificate that was in fact a Plan or Person acting on
behalf of a Plan at the time it became a Holder or that subsequently became a
Plan or Person acting on behalf of a Plan, all payments made on such
ERISA-Restricted Certificate or Class R Certificate at and after either such
time. Any such payments so recovered by the Trustee, the Certificate Registrar
and the Depositor shall be paid and delivered to the last preceding Holder of
such Certificate that is not such a plan or Person acting on behalf of a plan.

      (e) As a condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of Certificate.

      (f) Notwithstanding anything to the contrary contained herein, no Residual
Certificate may be owned, pledged or transferred, directly or indirectly, by or
to (i) a Disqualified Organization or (ii) an individual, corporation or
partnership or other person unless, in the case of clause (ii), such person is
(A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code (any such person who is not covered by clause (A) or
(B) above is referred to herein as a "Non-permitted Foreign Holder").

      Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Trustee an affidavit in substantially the form attached hereto as
Exhibit D-1 representing and warranting, among other things, that such
transferee is neither a Disqualified Organization, an agent or nominee acting on
behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any
such transferee, a "Permitted Transferee"), and the proposed transferor shall
deliver to the Trustee an affidavit in substantially the form attached hereto as
Exhibit D-2. In addition, the Trustee may (but shall have no obligation to)
require, prior to and as a condition of any such transfer, the delivery by the
proposed transferee of an Opinion of Counsel, addressed to the Depositor and the
Trustee satisfactory in form and substance to the Depositor, that such proposed
transferee or, if the proposed transferee is an agent or nominee, the proposed
beneficial owner, is not a Disqualified Organization, agent or nominee thereof,
or Non-permitted Foreign Holder. Notwithstanding the registration in the
Certificate Register of any transfer, sale, or other disposition of a Residual
Certificate to a Disqualified Organization, an agent or nominee thereof, or
Non-permitted Foreign Holder, such registration shall be deemed to be of no
legal force or effect whatsoever and such Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a
Certificateholder for any purpose hereunder, including, but not limited to, the
receipt of distributions on such Residual Certificate. The Trustee shall not be


                                       54
<PAGE>

under any liability to any person for any registration or transfer of a Residual
Certificate to a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder or for the maturity of any payments due on such
Residual Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of the Agreement, so long as the
transfer was effected in accordance with this Section 3.03(f), unless the
Trustee shall have actual knowledge at the time of such transfer or the time of
such payment or other action that the transferee is a Disqualified Organization,
agent or nominee thereof, or Non-permitted Foreign Holder. The Trustee shall be
entitled to recover from any Holder of a Residual Certificate that was a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder at the time it became a Holder or any subsequent time it became a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder, all payments made on such Residual Certificate at and after either such
times (and all costs and expenses, including but not limited to attorneys' fees,
incurred in connection therewith). Any payment (not including any such costs and
expenses) so recovered by the Trustee shall be paid and delivered to the last
preceding Holder of such Residual Certificate.

      If any purported transferee shall become a registered Holder of a Residual
Certificate in violation of the provisions of this Section 3.03(f), then upon
receipt of written notice to the Trustee that the registration of transfer of
such Residual Certificate was not in fact permitted by this Section 3.03(f), the
last preceding Permitted Transferee shall be restored to all rights as Holder
thereof retroactive to the date of such registration of transfer of such
Residual Certificate. The Trustee shall be under no liability to any Person for
any registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 3.03(f), for making any payment due on such
Certificate to the registered Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
transfer was registered upon receipt of the affidavit described in the preceding
paragraph of this Section 3.03(f).

      (g) Each Holder of a Residual Certificate, by such Holder's acceptance
thereof, shall be deemed for all purposes to have consented to the provisions of
this section.

      (h) Notwithstanding any provision to the contrary herein, so long as a
Global Security representing any of the Class B4, Class B5 or Class B6
Certificates remains outstanding and is held by or on behalf of DTC, transfers
of a Global Security representing any such Certificates, in whole or in part,
shall only be made in accordance with Section 3.01 and this Section 3.03(h).

            (i) Subject to clauses (ii) and (iii) of this Section 3.03(h),
      transfers of a Global Security representing any of the Class B4, Class B5
      or Class B6 Certificates shall be limited to transfers of such Global
      Security, in whole or in part, to nominees of DTC or to a successor of DTC
      or such successor's nominee.

            (ii) Restricted Global Security to Regulation S Global Security. If
      a holder of a beneficial interest in a Restricted Global Security
      deposited with or on behalf of DTC wishes at any time to exchange its
      interest in such Restricted Global Security for an interest in a
      Regulation S Global Security, or to transfer its interest in such
      Restricted Global Security to a Person who wishes to take delivery thereof
      in the form of an interest in a Regulation S Global Security, such holder,
      provided such holder is not a U.S. person, may, subject to the rules and
      procedures of DTC, exchange or cause the exchange of such


                                       55
<PAGE>

      interest for an equivalent beneficial interest in the Regulation S Global
      Security. Upon receipt by the Trustee, as Certificate Registrar, of (I)
      instructions from DTC directing the Trustee, as Certificate Registrar, to
      be credited a beneficial interest in a Regulation S Global Security in an
      amount equal to the beneficial interest in such Restricted Global Security
      to be exchanged but not less than the minimum denomination applicable to
      such holder's Certificates held through a Regulation S Global Security,
      (II) a written order given in accordance with DTC's procedures containing
      information regarding the participant account of DTC and, in the case of a
      transfer pursuant to and in accordance with Regulation S, the Euroclear or
      Clearstream account to be credited with such increase and (III) a
      certificate in the form of Exhibit L-1 hereto given by the holder of such
      beneficial interest stating that the exchange or transfer of such interest
      has been made in compliance with the transfer restrictions applicable to
      the Global Securities, including that the holder is not a U.S. person, and
      pursuant to and in accordance with Regulation S, the Trustee, as
      Certificate Registrar, shall reduce the principal amount of the Restricted
      Global Security and increase the principal amount of the Regulation S
      Global Security by the aggregate principal amount of the beneficial
      interest in the Restricted Global Security to be exchanged, and shall
      instruct Euroclear or Clearstream, as applicable, concurrently with such
      reduction, to credit or cause to be credited to the account of the Person
      specified in such instructions a beneficial interest in the Regulation S
      Global Security equal to the reduction in the principal amount of the
      Restricted Global Security.

            (iii) Regulation S Global Security to Restricted Global Security. If
      a holder of a beneficial interest in a Regulation S Global Security
      deposited with or on behalf of DTC wishes at any time to transfer its
      interest in such Regulation S Global Security to a Person who wishes to
      take delivery thereof in the form of an interest in a Restricted Global
      Security, such holder may, subject to the rules and procedures DTC,
      exchange or cause the exchange of such interest for an equivalent
      beneficial interest in a Restricted Global Security. Upon receipt by the
      Trustee, as Certificate Registrar, of (I) instructions from DTC directing
      the Trustee, as Certificate Registrar, to cause to be credited a
      beneficial interest in a Restricted Global Security in an amount equal to
      the beneficial interest in such Regulation S Global Security to be
      exchanged but not less than the minimum denomination applicable to such
      holder's Certificates held through a Restricted Global Security, to be
      exchanged, such instructions to contain information regarding the
      participant account with DTC to be credited with such increase, and (II) a
      certificate in the form of Exhibit L-2 hereto given by the holder of such
      beneficial interest and stating, among other things, that the Person
      transferring such interest in such Regulation S Global Security reasonably
      believes that the Person acquiring such interest in a Restricted Global
      Security is a QIB, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any State of the United States or any other
      jurisdiction, then the Trustee, as Certificate Registrar, will reduce the
      principal amount of the Regulation S Global Security and increase the
      principal amount of the Restricted Global Security by the aggregate
      principal amount of the beneficial interest in the Regulation S Global
      Security to be transferred and the Trustee, as Certificate Registrar,
      shall instruct DTC, concurrently with such reduction, to credit or cause
      to be credited to the account of the Person specified in such instructions
      a beneficial interest in the Restricted Global Security equal to the
      reduction in the principal amount of the Regulation S Global Security.


                                       56
<PAGE>

            (iv) Other Exchanges. In the event that a Global Security is
      exchanged for Certificates in definitive registered form without interest
      coupons, pursuant to Section 3.09(c) hereof, such Certificates may be
      exchanged for one another only in accordance with such procedures as are
      substantially consistent with the provisions above (including
      certification requirements intended to insure that such transfers comply
      with Rule 144A, comply with Rule 501(a)(1), (2), (3) or (7) or are to
      non-U.S. persons in compliance with Regulation S under the Act, as the
      case may be), and as may be from time to time adopted by the Trustee.

            (v) Restrictions on U.S. Transfers. Transfers of interests in the
      Regulation S Global Security to U.S. persons (as defined in Regulation S)
      shall be limited to transfers made pursuant to the provisions of Section
      3.03(h)(iii).

      Section 3.04. Cancellation of Certificates.

      Any Certificate surrendered for registration of transfer or exchange shall
be cancelled and retained in accordance with normal retention policies with
respect to cancelled certificates maintained by the Trustee or the Certificate
Registrar.

      Section 3.05. Replacement of Certificates.

      If (i) any Certificate is mutilated and is surrendered to the Trustee or
any Authenticating Agent or (ii) the Trustee or any Authenticating Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee or the Authenticating Agent
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor and any Authenticating
Agent that such destroyed, lost or stolen Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute and the Trustee or any
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Certificate Principal Amount. Upon the issuance of any new
Certificate under this Section 3.05, the Trustee and Authenticating Agent may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee or the Authenticating Agent) connected
therewith. Any replacement Certificate issued pursuant to this Section 3.05
shall constitute complete and indefeasible evidence of ownership in the
applicable Trust Fund, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

      Section 3.06. Persons Deemed Owners.

      Subject to the provisions of Section 3.09 with respect to Book-Entry
Certificates, the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered upon the books of the Certificate Registrar as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Sections 5.01 and 5.02 and for all other purposes whatsoever, and neither the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of any of them shall be affected by notice to the contrary.


                                       57
<PAGE>

      Section 3.07. Temporary Certificates.

      (a) Pending the preparation of definitive Certificates, upon the order of
the Depositor, the Trustee shall execute and shall authenticate and deliver
temporary Certificates that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Certificates in lieu of which they are issued and with
such variations as the authorized officers executing such Certificates may
determine, as evidenced by their execution of such Certificates.

      (b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and authenticate and deliver in exchange
therefor a like aggregate Certificate Principal Amount of definitive
Certificates of the same Class in the authorized denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as definitive Certificates of the same Class.

      Section 3.08. Appointment of Paying Agent.

      The Trustee may appoint a Paying Agent (which may be the Trustee) for the
purpose of making distributions to Certificateholders hereunder. The Trustee is
hereby appointed, and hereby accepts its appointment as Paying Agent in respect
of the Certificates. The Trustee shall cause such Paying Agent (if other than
the Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee to
any such Paying Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid shall
be returned on such Distribution Date to the Trustee. If the Paying Agent is not
the Trustee, the Trustee shall cause to be remitted to the Paying Agent on or
before the Business Day prior to each Distribution Date, by wire transfer in
immediately available funds, the funds to be distributed on such Distribution
Date. Any Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers.

      At any time during the period that a Form 10-K is being filed with respect
to the Trust in accordance with the Exchange Act and the rules and regulations
of the Commission, the Trustee shall not appoint a Paying Agent that is not the
Trustee unless that Paying Agent first agrees in writing with the Trustee (i) to
deliver an assessment of compliance and an accountant's attestation in such
manner and at such times in compliance with Section 6.01(j) and (k) of this
Agreement, (ii) to comply with the provisions of Section 6.01(l), 6.01(m),
6.20(e)(i) and 6.20(e)(iii) of this Agreement and (iii) to indemnify the
Depositor and the Master Servicer, and their respective directors, officers,
employees and agents and the Trust Fund and hold each of them harmless as set
forth in Section 6.01(n).


                                       58
<PAGE>

      In addition, the Paying Agent (if other than the Trustee) (i) may not be
an originator of Mortgage Loans, the Master Servicer, a Servicer, the Depositor
or an affiliate of the Depositor unless the Paying Agent is in an institutional
trust department of the Paying Agent, (ii) must be authorized to exercise
corporate trust powers under the laws of its jurisdiction of organization and
(iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency that
has rated the Paying Agent, or the equivalent rating by S&P. If no successor
Paying Agent shall have been appointed and shall have accepted appointment
within 60 days after the Paying Agent ceases to be the Paying Agent pursuant to
this Section 3.08, then the Trustee shall perform the duties of the Paying Agent
pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any
change of Paying Agent.

      Section 3.09. Book-Entry Certificates.

      (a) Each Class of Book-Entry Certificates, upon original issuance, shall
be issued in the form of one or more typewritten Certificates representing the
Book-Entry Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register in the
name of the nominee of the Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Book-Entry Certificates, except as provided in Section 3.09(c). Unless
Definitive Certificates have been issued to Certificate Owners of Book-Entry
Certificates pursuant to Section 3.09(c):

            (i) the provisions of this Section 3.09 shall be in full force and
      effect;

            (ii) the Depositor, the Master Servicer, the Paying Agent, the
      Certificate Registrar and the Trustee may deal with the Clearing Agency
      for all purposes (including the making of distributions on the Book-Entry
      Certificates) as the authorized representatives of the Certificate Owners
      and the Clearing Agency shall be responsible for crediting the amount of
      such distributions to the accounts of such Persons entitled thereto, in
      accordance with the Clearing Agency's normal procedures;

            (iii) to the extent that the provisions of this Section 3.09
      conflict with any other provisions of this Agreement, the provisions of
      this Section 3.09 shall control; and

            (iv) the rights of Certificate Owners shall be exercised only
      through the Clearing Agency and the Clearing Agency Participants and shall
      be limited to those established by law and agreements between such
      Certificate Owners and the Clearing Agency and/or the Clearing Agency
      Participants. Unless and until Definitive Certificates are issued pursuant
      to Section 3.09(c), the initial Clearing Agency will make book-entry
      transfers among the Clearing Agency Participants and receive and transmit
      distributions of principal of and interest on the Book-Entry Certificates
      to such Clearing Agency Participants.

      (b) Whenever notice or other communication to the Certificateholders is
required under this Agreement, unless and until Definitive Certificates shall
have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee
shall give all such notices and communications specified herein to be given to
Holders of the Book-Entry Certificates to the Clearing Agency.


                                       59
<PAGE>

      (c) If (i) (A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor, (ii) the
Depositor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than 50% of the Class Principal Amount of a Class
of Book-Entry Certificates identified as such to the Trustee by an Officer's
Certificate from the Clearing Agency advise the Trustee and the Clearing Agency
through the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners of a Class of Book-Entry Certificates, the Trustee
shall notify or cause the Certificate Registrar to notify the Clearing Agency to
effect notification to all Certificate Owners, through the Clearing Agency, of
the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the Trustee
shall issue the Definitive Certificates. Neither the Transferor nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Trustee, to the extent
applicable, with respect to such Definitive Certificates and the Trustee shall
recognize the holders of the Definitive Certificates as Certificateholders
hereunder.

                                   ARTICLE IV

                        ADMINISTRATION OF THE TRUST FUND

      Section 4.01. Collection Account.

      (a) On the Closing Date, the Master Servicer shall open and shall
thereafter maintain a segregated account held in trust (the "Collection
Account"), entitled "Aurora Loan Services LLC, as Master Servicer, in trust for
the benefit of the Holders of Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2006-3H." The Collection Account shall relate
solely to the Certificates issued by the Trust Fund hereunder, and funds in such
Collection Account shall not be commingled with any other monies.

      (b) The Collection Account shall be an Eligible Account. If an existing
Collection Account ceases to be an Eligible Account, the Master Servicer shall
establish a new Collection Account that is an Eligible Account within 30 days
and transfer all funds on deposit in such existing Collection Account into such
new Collection Account.

      (c) The Master Servicer shall give to the Trustee prior written notice of
the name and address of the depository institution at which the Collection
Account is maintained and the


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<PAGE>

account number of such Collection Account. No later than 2:00 p.m. on each
Deposit Date, the entire amount on deposit in the Collection Account (subject to
permitted withdrawals set forth in Section 4.02), not including any amounts
which are to be excluded from the Available Distribution Amount for such
Distribution Date pursuant to clauses (A) through (G) of paragraph (i) of the
definition thereof (other than any amounts due or reimbursable to the Trustee
pursuant to this Agreement), shall be remitted to the Trustee for deposit into
the Certificate Account by wire transfer in immediately available funds. The
Master Servicer, at its option, may choose to make daily remittances from the
Collection Account to the Trustee for deposit into the Certificate Account.

      (d) The Master Servicer shall deposit or cause to be deposited into the
Collection Account, no later than the second Business Day following the Closing
Date, any amounts representing Scheduled Payments on the Mortgage Loans due
after the Cut-off Date and received by the Master Servicer on or before the
Closing Date. Thereafter, the Master Servicer shall deposit or cause to be
deposited in the Collection Account on the earlier of the applicable Remittance
Date and two Business Days following receipt thereof, the following amounts
received or payments made by it (other than in respect of principal of and
interest on the Mortgage Loans due on or before the Cut-Off Date):

            (i) all payments on account of principal, including Principal
      Prepayments and late collections, on the Mortgage Loans;

            (ii) all payments on account of interest on the Mortgage Loans
      (other than payments due prior to the Cut-off Date), net of the applicable
      Servicing Fee and Master Servicing Fee with respect to each such Mortgage
      Loan, but only to the extent of the amount permitted to be withdrawn or
      withheld from the Collection Account in accordance with Sections 5.04 and
      9.21;

            (iii) any unscheduled payment or other recovery with respect to a
      Mortgage Loan not otherwise specified in this paragraph (d), including any
      Subsequent Recovery, all Net Liquidation Proceeds with respect to the
      Mortgage Loans and REO Property, and all amounts received in connection
      with the operation of any REO Property, net of any unpaid Servicing Fees
      and Master Servicing Fees with respect to such Mortgage Loans, but only to
      the extent of the amount permitted to be withdrawn or withheld from the
      Collection Account in accordance with Sections 5.04 and 9.21; provided
      that if the applicable Servicer is also the Retained Interest Holder with
      respect to any Mortgage Loan, payments on account of interest on the
      Mortgage Loans as to which such Servicer is the Retained Interest Holder
      may also be made net of the related Retained Interest with respect to each
      such Mortgage Loan;

            (iv) all Insurance Proceeds;

            (v) all Advances made by the Master Servicer or the applicable
      Servicer pursuant to Section 5.04 or the applicable Servicing Agreement;

            (vi) all amounts paid by any Servicer with respect to Prepayment
      Interest Shortfalls ;


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<PAGE>

            (vii) all Prepayment Penalty Amounts; and

            (viii) all proceeds of any Mortgage Loan purchased by any Person.

      (e) Funds in the Collection Account may be invested in Eligible
Investments (selected by and at the written direction of the Master Servicer)
which shall mature not later than the earlier of (a) the Deposit Date (except
that if such Eligible Investment is an obligation of the Trustee or the Paying
Agent, if other than the Trustee, and such Collection Account is maintained with
the Trustee or the Paying Agent, if other than the Trustee, then such Eligible
Investment shall mature not later than such applicable Distribution Date) or (b)
the day on which the funds in such Collection Account are required to be
remitted to the Trustee for deposit into the Certificate Account, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity. All
such Eligible Investments shall be made in the name of the Master Servicer in
trust for the benefit of the Trustee and Holders of Structured Asset Securities
Corporation, Mortgage Pass-Through Certificates, Series 2006-3H. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer, while such Collection Account is maintained by the Master Servicer,
and shall be subject to its withdrawal or order from time to time and shall not
be part of the Trust Fund. The amount of any losses incurred in respect of any
such investments shall be deposited in such Collection Account by the Master
Servicer out of its own funds, without any right of reimbursement therefor,
immediately as realized. The foregoing requirements for deposit in the
Collection Account are exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments of interest on funds in the
Collection Account and payments in the nature of late payment charges or
assumption fees need not be deposited by the Master Servicer in the Collection
Account and may be retained by the Master Servicer or the applicable Servicer as
additional servicing compensation. If the Master Servicer deposits in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from such Collection Account.

      Section 4.02. Application of Funds in the Collection Account.

      The Master Servicer may, from time to time, make, or cause to be made,
withdrawals from the Collection Account for the following purposes:

            (i) to reimburse itself or any Servicer for Advances made by it or
      by such Servicer pursuant to Section 5.04 or the applicable Servicing
      Agreement; the Master Servicer's right to reimburse itself pursuant to
      this subclause (i) is limited to amounts received on or in respect of
      particular Mortgage Loans (including, for this purpose, Liquidation
      Proceeds and amounts representing Insurance Proceeds with respect to the
      property subject to the related Mortgage) which represent late recoveries
      (net of the applicable Servicing Fee and the Master Servicing Fee) of
      payments of principal or interest respecting which any such Advance was
      made, it being understood, in the case of any such reimbursement, that the
      Master Servicer's or Servicer's right thereto shall be prior to the rights
      of the Certificateholders;

            (ii) to reimburse itself or any Servicer for any previously
      unreimbursed Advances or Servicing Advances made by it or by such Servicer
      that it or such Servicer determines in good faith will not be recoverable
      from amounts representing late


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<PAGE>

      recoveries of payments of principal or interest respecting the particular
      Mortgage Loan as to which such Servicing Advance was made or from
      Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage
      Loan, it being understood, in the case of any such reimbursement, that
      such Master Servicer's or Servicer's right thereto shall be prior to the
      rights of the Certificateholders;

            (iii) to reimburse itself or any Servicer from Liquidation Proceeds
      for Liquidation Expenses and for amounts expended by it pursuant to
      Sections 9.20 and 9.22(a) or the applicable Servicing Agreement in good
      faith in connection with the restoration of damaged property and, to the
      extent that Liquidation Proceeds after such reimbursement exceed the
      unpaid principal balance of the related Mortgage Loan, together with
      accrued and unpaid interest thereon at the applicable Mortgage Rate less
      the applicable Servicing Fee and the Master Servicing Fee for such
      Mortgage Loan to the Due Date next succeeding the date of its receipt of
      such Liquidation Proceeds, to pay to itself out of such excess the amount
      of any unpaid assumption fees, late payment charges or other Mortgagor
      charges on the related Mortgage Loan and to retain any excess remaining
      thereafter as additional servicing compensation, it being understood, in
      the case of any such reimbursement or payment, that such Master Servicer's
      or Servicer's right thereto shall be prior to the rights of the
      Certificateholders;

            (iv) in the event it has elected not to pay itself the Master
      Servicing Fee out of any Mortgagor payment on account of interest or other
      recovery with respect to a particular Mortgage Loan prior to the deposit
      of such Mortgagor payment or recovery in the Collection Account, to pay to
      itself the Master Servicing Fee for each Distribution Date and any unpaid
      Master Servicing Fees for prior Distribution Dates, as reduced pursuant to
      Section 5.05, from any Mortgagor payment as to interest or such other
      recovery with respect to that Mortgage Loan, as is permitted by this
      Agreement;

            (v) to reimburse itself or any Servicer for expenses incurred by and
      recoverable by or reimbursable to it or such Servicer pursuant to Section
      9.04, 9.06, 9.16 or 9.22(a) or pursuant to the applicable Servicing
      Agreement (to the extent such reimbursement constitutes "unanticipated
      expenses" within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii));

            (vi) to pay to the applicable Person, with respect to each Mortgage
      Loan or REO Property acquired in respect thereof that has been repurchased
      by such Person pursuant to this Agreement, all amounts received thereon
      and not distributed on the date on which the related repurchase was
      effected;

            (vii) subject to Section 5.04, to pay to itself income earned on the
      investment of funds deposited in the Collection Account;

            (viii) to make payments to the Trustee for deposit into the
      Certificate Account in the amounts and in the manner provided for in
      Section 4.04;


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<PAGE>

            (ix) to make distributions of the Retained Interest to the Retained
      Interest Holder on each Distribution Date (other than any Retained
      Interest not deposited into the Collection Account in accordance with
      Section 4.01(d)(iii));

            (x) to make payment to itself, the Trustee and others pursuant to
      any provision of this Agreement;

            (xi) to withdraw funds deposited in error in the Collection Account;

            (xii) to clear and terminate any Collection Account pursuant to
      Section 7.02;

            (xiii) to reimburse a successor Master Servicer (solely in its
      capacity as successor Master Servicer), for any fee or advance occasioned
      by a termination of the Master Servicer, and the assumption of such duties
      by the Trustee or a successor Master Servicer appointed by the Trustee
      pursuant to Section 6.14, in each case to the extent not reimbursed by the
      terminated Master Servicer, it being understood, in the case of any such
      reimbursement or payment, that the right of the Master Servicer or the
      Trustee thereto shall be prior to the rights of the Certificateholders;
      and (xiv) to reimburse any Servicer for such amounts as are due thereto
      under the applicable Servicing Agreement and have not been retained by or
      paid to such Servicer to the extent provided in such Servicing Agreement
      provided such amounts are Servicing Fees or "unanticipated expenses"
      within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).

      If provided in the related Servicing Agreement, each Servicer shall be
entitled to retain as additional servicing compensation any Prepayment Interest
Excess (to the extent not offset by Prepayment Interest Shortfalls). The
Servicer of the Participations shall be entitled to retain as additional
servicing compensation any Prepayment Penalty Amounts received with respect to
the Participations.

      In connection with withdrawals pursuant to subclauses (i), (iii), (iv) and
(vi) above, the Master Servicer's or Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan. The Master
Servicer shall therefore keep and maintain a separate accounting for each
Mortgage Loan it master services for the purpose of justifying any withdrawal
from the Collection Account it maintains pursuant to such subclause (i), (iii),
(iv) and (vi).

      Section 4.03. Reports to Certificateholders.

      (a) On each Distribution Date, the Trustee shall have prepared (based
solely on information provided by the Master Servicer) and shall make available
to each Certificateholder a written report setting forth the following
information, by Mortgage Pool and Certificate Group (on the basis of Mortgage
Loan level information obtained from the applicable Servicer and the Master
Servicer):

            (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates, other than
      any Class of Notional


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<PAGE>

      Certificates, to the extent applicable, allocable to principal on the
      Mortgage Loans, including any Subsequent Recovery, Liquidation Proceeds
      and Insurance Proceeds, stating separately the amount attributable to
      scheduled principal payments and unscheduled payments in the nature of
      principal in each Mortgage Pool;

            (ii) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates allocable
      to interest, including any Accrual Amount added to the Class Principal
      Amount of any Class of Accrual Certificates;

            (iii) the amount, if any, of any distribution to the Holders of a
      Residual Certificate;

            (iv) for each Mortgage Pool and in the aggregate, (A) the aggregate
      amount of any Advances required to be made by or on behalf of the Master
      Servicer or any Servicer (or, if applicable, the Trustee) with respect to
      such Distribution Date, (B) the aggregate amount of such Advances actually
      made, and (C) the amount, if any, by which (A) above exceeds (B) above;

            (v) the Aggregate Principal Balance of the Mortgage Loans and the
      Pool Balance of each Mortgage Pool for such Distribution Date, after
      giving effect to payments allocated to principal reported under clause (i)
      above;

            (vi) the Class Principal Amount (or Class Notional Amount) of each
      Class of Certificates, to the extent applicable, as of such Distribution
      Date after giving effect to payments allocated to principal reported under
      clause (i) above (and to the addition of any Accrual Amount in the case of
      any Class of Accrual Certificates), separately identifying any reduction
      of any of the foregoing Certificate Principal Amounts due to Realized
      Losses;

            (vii) for each Mortgage Pool and in the aggregate, any Realized
      Losses realized with respect to the Mortgage Loans (x) in the applicable
      Prepayment Period and (y) in the aggregate since the Cut-off Date, stating
      separately the amount of Special Hazard Losses, Fraud Losses and
      Bankruptcy Losses and the aggregate amount of such Realized Losses, and
      the remaining Special Hazard Loss Amount, Fraud Loss Amount and Bankruptcy
      Loss Amount;

            (viii) the amount of the Master Servicing Fees, Servicing Fees and
      Trustee Fee paid during the Due Period to which such distribution relates;

            (ix) for each Mortgage Pool and in the aggregate, the number and
      aggregate Scheduled Principal Balance of Mortgage Loans, as reported to
      the Trustee by the Master Servicer, (a) remaining outstanding (b)
      delinquent one month, (c) delinquent two months, (d) delinquent three or
      more months, and (e) as to which foreclosure proceedings have been
      commenced as of the close of business on the last Business Day of the
      calendar month immediately preceding the month in which such Distribution
      Date occurs;


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<PAGE>

            (x) the aggregate principal balance of all REO Properties as of the
      close of business on the last Business Day of the calendar month
      immediately preceding the month in which such Distribution Date occurs;

            (xi) with respect to substitution of Mortgage Loans in the preceding
      calendar month, the aggregate Scheduled Principal Balance of all such
      Deleted Mortgage Loans, and of all Qualifying Substitute Mortgage Loans;

            (xii) the aggregate outstanding Interest Shortfalls and Net
      Prepayment Interest Shortfalls, if any, for each Class of Certificates,
      after giving effect to the distribution made on such Distribution Date;

            (xiii) the Certificate Interest Rate applicable to such Distribution
      Date with respect to each Class of Certificates; and

            (xiv) if applicable, the amount of any shortfall (i.e., the
      difference between the aggregate amounts of principal and interest which
      Certificateholders would have received if there were sufficient available
      amounts in the Certificate Account and the amounts actually distributed).

      In the case of information furnished pursuant to subclauses (i), (ii) and
(viii) above, the amounts shall be expressed as a dollar amount per $1,000 of
original principal amount of Certificates.

      In addition to the information listed above, such Distribution Date report
shall also include such other information as is required by Form 10-D,
including, but not limited to, the information required by Item 1121 (ss.
229.1121) of Regulation AB, other than those data elements specified in Item
1121(a)(11), (12) and (14).

      The Trustee will make such report and additional loan level information
(and, at its option, any additional files provided by the Master Servicer
containing the same information in an alternative format) available each month
to Certificateholders and the Rating Agencies via the Trustee's internet
website. The Trustee's internet website shall initially be located at
"www.sf.citidirect.com." Assistance in using the website can be obtained by
calling the Trustee at (212) 657-7781. Such parties that are unable to use the
website are entitled to have a paper copy mailed to them via first class mail by
calling the customer service desk and indicating such. The Trustee shall have
the right to change the way such statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and the Trustee shall provide timely and adequate notification to all above
parties regarding any such changes.

      The foregoing information and reports shall be prepared and determined by
the Trustee based solely on Mortgage Loan data provided to the Trustee by the
Master Servicer no later than four Business Days prior to the Distribution Date.
In preparing or furnishing the Mortgage Loan data to the Trustee, the Master
Servicer shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Property
that has been provided to the Master Servicer by each Servicer, and the Master
Servicer shall not be obligated to verify, recompute, reconcile or recalculate
any such information or data. The


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<PAGE>

Trustee shall be entitled to conclusively rely on the Mortgage Loan data
provided by the Master Servicer and shall have no liability for any errors in
such Mortgage Loan data.

      (b) Upon the reasonable advance written request of any Certificateholder
that is a savings and loan, bank or insurance company, which request, if
received by the Trustee, will be promptly forwarded to the Master Servicer, the
Master Servicer shall provide, or cause to be provided, (or, to the extent that
such information or documentation is not required to be provided by a Servicer
under the applicable Servicing Agreement, shall use reasonable efforts to obtain
such information and documentation from such Servicer, and provide) to such
Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect to
investment in the Certificates; provided, however, that the Master Servicer
shall be entitled to be reimbursed by such Certificateholder for such Master
Servicer's actual expenses incurred in providing such reports and access.

      (c) Within 90 days, or such shorter period as may be required by statute
or regulation, after the end of each calendar year, the Trustee shall, upon
written request, send to each Person who at any time during the calendar year
was a Certificateholder of record, and make available to Certificate Owners
(identified as such by the Clearing Agency) in accordance with applicable
regulations, a report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to enable such
Holders to prepare their federal income tax returns. Such information shall
include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. The
Master Servicer shall provide the Trustee with such Mortgage Loan level
information as is necessary for the Trustee to prepare such reports.

      Section 4.04. Certificate Account.

      (a) The Trustee shall establish and maintain in its name, as trustee, a
trust account (the "Certificate Account"), to be held in trust for the benefit
of the Certificateholders until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account. If the existing
Certificate Account ceases to be an Eligible Account, the Trustee shall
establish a new Certificate Account that is an Eligible Account within 20
Business Days and transfer all funds on deposit in such existing Certificate
Account into such new Certificate Account. The Certificate Account shall relate
solely to the Certificates issued hereunder and funds in the Certificate Account
shall be held separate and apart from and shall not be commingled with any other
monies including, without limitation, other monies of the Trustee held under
this Agreement.

      (b) The Trustee shall cause to be deposited into the Certificate Account
on the day on which, or, if such day is not a Business Day, the Business Day
immediately following the day on which, any monies are remitted by the Master
Servicer to the Trustee all such amounts. The Trustee shall make withdrawals
from the Certificate Account only for the following purposes:

            (i) to withdraw amounts deposited in the Certificate Account in
      error;


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<PAGE>

            (ii) to pay the Trustee any investment income earned with respect to
      funds in the Certificate Account invested in Eligible Investments as set
      forth in subsection (c) below, and to make payments to itself prior to
      making distributions pursuant to Section 5.02 for any expenses or other
      indemnification owing to the Trustee and others pursuant to any provision
      of this Agreement (to the extent payment of such expenses or other
      indemnification constitutes "unanticipated expenses" within the meaning of
      Treasury Regulation Section 1.860G-1(b)(3)(ii));

            (iii) to make payments of the Master Servicing Fee (to the extent
      not already withheld or withdrawn from the Collection Account by the
      Master Servicer) to the Master Servicer;

            (iv) to make distributions to the Certificateholders pursuant to
      Article V; and

            (v) to clear and terminate the Certificate Account pursuant to
      Section 7.02.

      (c) The Trustee may invest, or cause to be invested, funds held in the
Certificate Account, which funds, if invested, shall be invested in Eligible
Investments (which may be obligations of the Trustee). All such investments must
mature no later than the next Distribution Date, and shall not be sold or
disposed of prior to their maturity. All such Eligible Investments will be made
in the name of the Trustee (in its capacity as such) or its nominee. All income
and gain realized from any such investment shall be paid to the Trustee and
shall be subject to its withdrawal on order from time to time. The amount of any
losses incurred in respect of any such investments shall be paid by the Trustee
for deposit in the Certificate Account out of its own funds, without any right
of reimbursement therefor, immediately as realized. Funds held in the
Certificate Account that are not invested shall be held in cash.

                                    ARTICLE V

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

      Section 5.01. Distributions Generally.

      (a) Subject to Section 7.01 with respect to the final distribution on the
Certificates, on each Distribution Date the Trustee or the Paying Agent shall
make distributions in accordance with this Article V. Such distributions shall
be made by check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially be the
Trustee) or, upon written request made to the Trustee at least three Business
Days prior to the related Distribution Date to any Certificateholder owning an
aggregate initial Certificate Principal Amount of at least $2,500,000, or, in
the case of the Notional Certificates, a Percentage Interest of 25%, by wire
transfer in immediately available funds to an account specified in the request
and at the expense of such Certificateholder; provided, however, that the final
distribution in respect of any Certificate shall be made only upon presentation
and surrender of such Certificate at the Corporate Trust Office. Wire transfers
will be made at the expense of the Holder requesting such wire transfer by
deducting a wire transfer fee from the related distribution. Notwithstanding
such final payment of principal of any of the Certificates, each Residual
Certificate will remain outstanding until the termination of each REMIC and the


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<PAGE>

payment in full of all other amounts due with respect to the Residual
Certificate and at such time such final payment in retirement of the Residual
Certificate will be made only upon presentation and surrender of such
Certificate at the Corporate Trust Office of the Trustee or at the office of its
designated presenting agent in New York City. If any payment required to be made
on the Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day.

      (b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in proportion
to their respective initial Certificate Principal Amounts (or initial Notional
Amounts).

      Section 5.02. Distributions from the Certificate Account.

      (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf
of the Trustee) shall withdraw from the Certificate Account the Available
Distribution Amount with respect to each Mortgage Pool, and shall distribute
such amount to the Holders of record of each Class of Certificates with respect
to each Mortgage Pool, in the following order of priority:

            (i) from the remaining Available Distribution Amount for each
      Mortgage Pool, to each related Class of Senior Certificates (other than
      the Class PO Certificates), the Accrued Certificate Interest thereon for
      such Distribution Date, as reduced by such Class's allocable share of any
      Net Prepayment Interest Shortfalls for the related Mortgage Pool allocated
      to that Class of Certificates on that Distribution Date); provided,
      however, that any shortfall in available amounts shall be allocated among
      the related Senior Classes in proportion to the amount of Accrued
      Certificate Interest (as so reduced) that would otherwise be distributable
      thereon;

            (ii) from the remaining Available Distribution Amount for each
      Mortgage Pool, to each Class of related Senior Certificates (other than
      the Class PO Certificates), any outstanding Interest Shortfall for such
      Distribution Date; provided, however, that any shortfall in available
      amounts shall be allocated among the related Senior Classes in proportion
      to the Interest Shortfall for each such Class on such Distribution Date;

            (iii) from the remaining Available Distribution Amount, to the
      Senior Certificates (other than the Class of the Notional Certificate) in
      reduction of the Certificate Principal Amounts thereof, concurrently as
      follows:

                  (A) to the Class 1-A1, Class 1-A2 and Class 1-A3 Certificates,
            from the Available Distribution Amount for Pool 1, in an amount up
            to the Senior Principal Distribution Amount for Pool 1, in reduction
            of their respective Certificate Principal Amounts, until their Class
            Principal Amounts have been reduced to zero sequentially as follows:

                        (i) first, to the Class 1-A3 Certificates, the NAS
                  Priority Amount, until its Class Principal Amount has been
                  reduced to zero;


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<PAGE>

                        (ii) to the Class 1-A2 Certificates, the lesser of (a)
                  the Class 1-A2 Principal Payment Amount and (b) the product of
                  (x) 99.50% and (y) the remaining Senior Principal Distribution
                  Amount for Pool 1, until its Class Principal Amount has been
                  reduced to zero;

                        (iii) to the Class 1-A1 Certificates, with respect to
                  each Distribution Date on or after March 25, 2007, the lesser
                  of (a) the Class 1-A1 Principal Payment Amount and (b) the
                  product of (x) 99.50% and (y) the remaining Senior Principal
                  Distribution Amount for Pool 1, until its Class Principal
                  Amount has been reduced to zero;

                        (iv) to the Class 1-A2 Certificates, until its Class
                  Principal Amount has been reduced to zero;

                        (v) to the Class 1-A1 Certificates, until its Class
                  Principal Amount has been reduced to zero; and

                        (vi) to the Class 1-A3 Certificates, until its Class
                  Principal Amount has been reduced to zero;

                        (vii) to the Class PO Certificates, the PO Principal
                  Distribution Amount, until their Class Principal Amount has
                  been reduced to zero;

                  (B) to the Class PO Certificates, the PO Principal
            Distribution Amount from the Available Distribution Amount for Pool
            1, until its Class Principal Amount has been reduced to zero;

                  (C) to the Class R and Class 2-A1 Certificates, sequentially
            in that order, from the Available Distribution Amount for Pool 2, in
            an amount up to the Senior Principal Distribution Amount for Pool 2,
            in reduction of their Class Principal Amounts until their Class
            Principal Amounts have been reduced to zero:

                  (D) to the Class PO Certificates, to the extent of the
            remaining Available Distribution Amount for Pool 1, the Class PO
            Deferred Amount for such Certificates for such Distribution Date;
            provided, however, that (x) distributions pursuant to this priority
            (D) will not exceed the total Subordinate Principal Distribution
            Amount for Pool 1 and Pool 2 for that date and (y) such amounts will
            not reduce the Class Principal Amount of the Class PO Certificates;

            (iv) from the remaining Available Distribution Amount for Pool 1 and
      Pool 2, subject to the prior distribution of amounts pursuant to Section
      5.02(e) in the case of clauses (C), (F), (I), (L), (O) and (R) below, to
      the Subordinated Certificates, in the following order of priority:


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<PAGE>

                  (A) to the Class B1 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (B) to the Class B1 Certificates, any Interest Shortfall for
            such Class on such Distribution Date;

                  (C) to the Class B1 Certificates, in reduction of the Class
            Principal Amount thereof, such Class's Subordinate Class Percentage
            of each Subordinate Principal Distribution Amount for such
            Distribution Date, except as provided in Section 5.02(c), until the
            Certificate Principal Balance thereof has been reduced to zero;

                  (D) to the Class B2 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (E) to the Class B2 Certificates, any Interest Shortfall for
            such Class on such Distribution Date;

                  (F) to the Class B2 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
            Percentage of each Subordinate Principal Distribution Amount for
            such Distribution Date, except as provided in Section 5.02(c), until
            the Class Principal Amount thereof has been reduced to zero;

                  (G) to the Class B3 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (H) to the Class B3 Certificates, any Interest Shortfall for
            such Class on such Distribution Date;

                  (I) to the Class B3 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
            Percentage of each Subordinate Principal Distribution Amount for
            such Distribution Date, except as provided in Section 5.02(c), until
            the Class Principal Amount thereof has been reduced to zero;

                  (J) to the Class B4 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (K) to the Class B4 Certificates, any Interest Shortfall for
            such Class on such Distribution Date;

                  (L) to the Class B4 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
            Percentage of


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<PAGE>

            each Subordinate Principal Distribution Amount for such Distribution
            Date, except as provided in Section 5.02(c), until the Certificate
            Principal Balance thereof has been reduced to zero;

                  (M) to the Class B5 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (N) to the Class B5 Certificates, any Interest Shortfall for
            such Class on such Distribution Date;

                  (O) to the Class B5 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
            Percentage of each Subordinate Principal Distribution Amount for
            such Distribution Date, except as provided in Section 5.02(c), until
            the Class Principal Balance thereof has been reduced to zero;

                  (P) to the Class B6 Certificates, the Accrued Certificate
            Interest thereon for such Distribution Date, as reduced by such
            Class's allocable share of any Net Prepayment Interest Shortfalls
            for such Distribution Date;

                  (Q) to the Class B6 Certificates, any Interest Shortfall for
            such Class on such Distribution Date; and

                  (R) to the Class B6 Certificates, in reduction of the
            Certificate Principal Amount thereof, such Class's Subordinate Class
            Percentage of each Subordinate Principal Distribution Amount for
            such Distribution Date, except as provided in Section 5.02(c), until
            the Certificate Principal Balance thereof has been reduced to zero.

      (b) Net Prepayment Interest Shortfalls shall be allocated among the
Certificates pro rata based on the Accrued Certificate Interest otherwise
distributable thereon.

      (c) (i) If on any Distribution Date the Credit Support Percentage for the
Class B1 Certificates is less than the Original Credit Support Percentage for
such Class, then, notwithstanding anything to the contrary in Section 5.02(a),
no distribution of amounts described in clauses (ii) and (iii) of the definition
of Subordinate Principal Distribution Amount will be made in respect of the
Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates on such
Distribution Date; (ii) if on any Distribution Date the Credit Support
Percentage for the Class B2 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made in respect of the Class B3, Class B4, Class B5 or Class B6
Certificates on such Distribution Date; (iii) if on any Distribution Date the
Credit Support Percentage for the Class B3 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be


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<PAGE>

made in respect of the Class B4, Class B5 or Class B6 Certificates on such
Distribution Date; (iv) if on any Distribution Date the Credit Support
Percentage for the Class B4 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made in respect of the Class B5 or Class B6 Certificates on such
Distribution Date; and (v) if on any Distribution Date the Credit Support
Percentage for the Class B5 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made in respect of the Class B6 Certificates on such Distribution Date.

      Any amount not distributed in respect of any Class on any Distribution
Date pursuant to the immediately preceding paragraph will be allocated among the
remaining Subordinate Class in proportion to their respective Certificate
Principal Amount.

      (d) On each Distribution Date, the Trustee shall distribute to the Holder
of the Class R Certificate any portion of the Available Distribution Amount for
such Distribution Date remaining after application of all amounts described in
paragraph (a) of this Section 5.02. Any distributions pursuant to this paragraph
(d) shall not reduce the Class Principal Amount of the Class R Certificate.

      (e) (i) On each Distribution Date prior to the date on which the aggregate
Certificate Principal Amount of the Subordinate Certificates has been reduced to
zero but on or after the date on which the aggregate Certificate Principal
Amount of the Senior Certificates (other than the Class PO Certificates) of any
Certificate Group has been reduced to zero, amounts otherwise distributable as
principal on each Class of Subordinate Certificates in accordance with the
priorities set forth in Section 5.02(a)(iv), in reverse order of priority, in
respect of such Class's Subordinate Class Percentage of the Subordinate
Principal Distribution Amount for the Mortgage Pool relating to such retired
Senior Certificates, shall be distributed as principal to the Senior
Certificates (other than the Interest-Only and Principal Only Certificates)
remaining outstanding in the other Certificate Group in accordance with the
priorities set forth in Sections 5.02(a)(iii), until the Class Principal Amounts
thereof have been reduced to zero, provided that on such Distribution Date (a)
the Aggregate Subordinate Percentage for such Distribution Date is less than
200% of the Aggregate Subordinate Percentage as of the first Distribution Date
or (b) the average outstanding principal balance of the Mortgage Loans in Pool 1
(if the aggregate Certificate Principal Amount of the Senior Certificates of the
other Certificate Group have been reduced to zero) or Pool 2 (if the aggregate
Certificate Principal Amount of the Senior Certificates of the other Certificate
Group (other than the Class PO Certificates) have been reduced to zero), that
are delinquent 60 days or more for the last six months as a percentage of the
related Group Subordinate Amount is greater than or equal to 50%.

      (ii) On any Distribution Date on which any Certificate Group constitutes
an Undercollateralized Group, all amounts otherwise distributable as principal
on the Subordinate Certificates, in reverse order of priority (other than
amounts necessary to pay unpaid Interest Shortfalls), will be distributed as
principal to the Senior Certificates (other than any Notional Certificates or
Principal-Only Certificates) of such Undercollateralized Group in accordance
with


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<PAGE>

the priorities set forth in Section 5.02(a)(iii), until the aggregate
Certificate Principal Amount of such Senior Certificates (other than the Class
PO Certificates) equals the Non-PO Pool Balance for Pool 1 or the Pool 2 Balance
for Pool 2, as applicable, of the related Mortgage Pool (such distribution, an
"Undercollateralization Distribution"). In addition, the amount of any unpaid
Interest Shortfalls with respect to an Undercollateralized Group on any
Distribution Date (including any Interest Shortfalls for such Distribution Date)
will be distributed to the Senior Certificates of such Undercollateralized Group
prior to the payment of any Undercollateralization Distributions from amounts
otherwise distributable as principal on the Subordinate Certificates, in reverse
order of priority.

      Section 5.03. Allocation of Realized Losses.

      (a) (i) On any Distribution Date, (x) the applicable PO Percentage of the
principal portion of each Realized Loss (including any Realized Loss that is an
Excess Loss) in respect of a Mortgage Loan in Pool 1 will be allocated to the
Class PO Certificates until the Class Principal Amount thereof has been reduced
to zero; and (y) the Non-PO Percentage of the principal portion of each Realized
Loss (other than any Excess Loss) in respect of a Mortgage Loan in Pool 1 shall
be allocated as described below:

                  first, to the Class B6 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;

                  second, to the Class B5 Certificates, until the Class
            Principal Amount thereof has been reduced to zero;

                  third, to the Class B4 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;

                  fourth, to the Class B3 Certificates, until the Class
            Principal Amount thereof has been reduced to zero;

                  fifth, to the Class B2 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;

                  sixth, to the Class B1 Certificates, until the Class Principal
            Amount thereof has been reduced to zero; and

                  seventh, to the Class 1-A1, Class 1-A2, Class 1-A3 and Class R
            Certificates, pro rata, until the Class Principal Amounts thereof
            have been reduced to zero.

            (ii) On any Distribution Date, the principal portion of each
      Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan
      in Pool 2 shall be allocated in the following order of priority:

                  first, to the Class B6 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;


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<PAGE>

                  second, to the Class B5 Certificates, until the Class
            Principal Amount thereof has been reduced to zero;

                  third, to the Class B4 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;

                  fourth, to the Class B3 Certificates, until the Class
            Principal Amount thereof has been reduced to zero;

                  fifth, to the Class B2 Certificates, until the Class Principal
            Amount thereof has been reduced to zero;

                  sixth, to the Class B1 Certificates, until the Class Principal
            Amount thereof has been reduced to zero; and

                  seventh, to the Class 2-A1 Certificates, until the Class
            Principal Amount thereof has been reduced to zero.

      Notwithstanding the foregoing, the first $0.44 of the applicable Non-PO
Percentage of the principal portion of a Realized Loss shall not be allocated to
any Class of Certificates.

      (b) With respect to any Distribution Date, the applicable Non-PO
Percentage of the principal portion of any Excess Loss shall be allocated, pro
rata, to the Subordinate Certificates and the Senior Certificates (other than
the Class PO Certificates), in proportion to their Class Principal Amounts;
provided, that any such loss allocated to any Class of Accrual Certificates (and
any Accrual Component) shall be allocated (subject to Section 5.03(c)) on the
basis of the lesser of (x) the Class Principal Amount thereof immediately prior
to the applicable Distribution Date and (y) the Class Principal Amount thereof
on the Closing Date (as reduced by any Realized Losses previously allocated
thereto).

      (c) Any Realized Losses allocated to a Class or Component of Certificates
pursuant to Section 5.03(a) or (b) shall be allocated among the Certificates of
such Class or Component in proportion to their respective Certificate Principal
Amounts or Component Principal Amounts. Any allocation of Realized Losses
pursuant to this paragraph (c) shall be accomplished by reducing the Certificate
Principal Amount or Component Principal Amount of the related Certificates on
the related Distribution Date in accordance with Section 5.03(d).

      (d) Realized Losses allocated in accordance with this Section 5.03 shall
be allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date.

      (e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall effect a corresponding reduction in the Certificate
Principal Amount of the lowest ranking Class of outstanding Subordinate
Certificates, which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date.

      Section 5.04. Advances by the Master Servicer and the Trustee.


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<PAGE>

      (a) Advances shall be made in respect of each Deposit Date as provided
herein. If, on any Determination Date, the Master Servicer determines that any
Scheduled Payments due during the related Due Period (other than Balloon
Payments) have not been received, the Master Servicer shall, or shall cause the
applicable Servicer to, advance such amount on the Deposit Date immediately
following such Determination Date, less an amount, if any, to be set forth in an
Officer's Certificate to be delivered to the Trustee on such Determination Date,
which if advanced the Master Servicer or such Servicer has determined would not
be recoverable from amounts received with respect to such Mortgage Loan,
including late payments, Liquidation Proceeds, Insurance Proceeds or otherwise.
If the Master Servicer determines that an Advance is required, it shall on the
Deposit Date immediately following such Determination Date either (i) remit to
the Trustee from its own funds (or funds advanced by the applicable Servicer)
for deposit in the Certificate Account immediately available funds in an amount
equal to such Advance, (ii) cause to be made an appropriate entry in the records
of the Collection Account that funds in such account being held for future
distribution or withdrawal have been, as permitted by this Section 5.04, used by
the Master Servicer to make such Advance, and remit such immediately available
funds to the Trustee for deposit in the Certificate Account or (iii) make
Advances in the form of any combination of clauses (i) and (ii) aggregating the
amount of such Advance. Any funds being held in the Collection Account for
future distribution to Certificateholders and so used shall be replaced by the
Master Servicer from its own funds by remittance to the Trustee for deposit in
the Certificate Account on or before any future Deposit Date to the extent that
funds in the Certificate Account on such Deposit Date shall be less than
payments to Certificateholders required to be made on the related Distribution
Date. The Master Servicer and each Servicer shall be entitled to be reimbursed
from the Collection Account for all Advances made by it as provided in Section
4.02.

      (b) In the event that the Master Servicer fails for any reason to make an
Advance required to be made pursuant to Section 5.04(a) on or before the Deposit
Date, the Trustee, solely in its capacity as successor Master Servicer pursuant
to Section 6.14, shall, on or before the related Distribution Date, deposit in
the Certificate Account an amount equal to the excess of (a) Advances required
to be made by the Master Servicer or any Servicer that would have been deposited
in such Certificate Account over (b) the amount of any Advance made by the
Master Servicer or such Servicer with respect to such Distribution Date;
provided, however, that the Trustee shall be required to make such Advance only
if it is not prohibited by law from doing so and it has determined that such
Advance would be recoverable from amounts to be received with respect to such
Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
Proceeds, or otherwise. The Trustee shall be entitled to be reimbursed from the
Certificate Account for Advances made by it pursuant to this Section 5.04 as if
it were the Master Servicer.

      Section 5.05. Compensating Interest Payments.

      The Master Servicer shall not be responsible for making any Compensating
Interest Payments not made by the Servicers. Any Compensating Interest Payments
made by the Servicers shall be a component of the Interest Remittance Amount.


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<PAGE>

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE;
                                EVENTS OF DEFAULT

      Section 6.01. Duties of Trustee.

      (a) The Trustee, except during the continuance of an Event of Default (of
which a Responsible Officer of the Trustee shall have actual knowledge),
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. Any permissive right of the Trustee provided for in
this Agreement shall not be construed as a duty of the Trustee. If an Event of
Default (of which a Responsible Officer of the Trustee shall have actual
knowledge) has occurred and has not otherwise been cured or waived, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person's
own affairs unless the Trustee is acting as Master Servicer, in which case it
shall use the same degree of care and skill as the Master Servicer hereunder.

      (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Master Servicer, to the Trustee pursuant to this Agreement, and
the Trustee shall not be required to recalculate or verify any numerical
information furnished to the Trustee pursuant to this Agreement.

      (c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful misconduct.
Notwithstanding anything in this Agreement to the contrary, the Trustee shall
not be liable for special, indirect or consequential losses or damages of any
kind whatsoever (including, but not limited to, lost profits). No provision of
this Agreement shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct; provided, however, that:

            (i) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the consent or direction of Holders of Certificates as
      provided in Section 6.19 hereof;

            (ii) For all purposes under this Agreement, the Trustee shall not be
      deemed to have notice of any Event of Default (other than resulting from a
      failure by the Master Servicer (i) to remit funds (or to make Advances) or
      (ii) to furnish information to the Trustee when required to do so) unless
      a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a default is
      received by the Trustee at the applicable Corporate Trust Office, and such
      notice references the Holders of the Certificates and this Agreement;


                                       77
<PAGE>

            (iii) For all purposes under this Agreement, the Trustee shall not
      be deemed to have notice of any Event of Default (other than resulting
      from a failure by the Master Servicer to furnish information to the
      Trustee when required to do so) unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which is in fact such a default is received by the Trustee at the address
      provided in Section 11.07, and such notice references the Holders of the
      Certificates and this Agreement; and

            (iv) No provision of this Agreement shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to
      perform, or be responsible for the manner of performance of, any of the
      obligations of the Master Servicer under this Agreement except, with
      respect to the Trustee, during such time, if any, as the Trustee shall be
      the successor to, and be vested with the rights, duties, powers and
      privileges of, the Master Servicer in accordance with the terms of this
      Agreement.

      (d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trustee shall promptly remit to the Master Servicer upon receipt any
such complaint, claim, demand, notice or other document (i) which is delivered
to the applicable Corporate Trust Office of the Trustee, (ii) of which a
Responsible Officer has actual knowledge and (iii) which contains information
sufficient to permit the Trustee to make a determination that the real property
to which such document relates is a Mortgaged Property.

      (e) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with
the direction of Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee under this Agreement.

      (f) The Trustee shall not be held liable by reason of any insufficiency in
any account (including without limitation the Collection Account and the
Certificate Account) held by or on behalf of the Trustee resulting from any
investment loss on any Eligible Investment included therein (except to the
extent that the Trustee is the obligor and has defaulted thereon).

      (g) Except as otherwise provided herein, the Trustee shall have no duty
(A) to see to any recording, filing, or depositing of this Agreement or any
agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any re-recording, re-filing or
re-depositing of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund other than from funds


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<PAGE>

available in the Collection Account or the Certificate Account, or (D) to
confirm or verify the contents of any reports or certificates of the Master
Servicer delivered to the Trustee pursuant to this Agreement believed by the
Trustee , as applicable, to be genuine and to have been signed or presented by
the proper party or parties.

      (h) The Trustee shall not be liable in its individual capacity for an
error of judgment made in good faith by a Responsible Officer or other officers
of the Trustee unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts.

      (i) Notwithstanding anything in this Agreement to the contrary, the
Trustee shall not be liable for special, indirect or consequential losses or
damages of any kind whatsoever (including, but not limited to, lost profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

      (j) On or prior to the Closing Date, the Trustee shall deliver to the
Sponsor, the Master Servicer and the Depositor a certification in the form of
Exhibit R attached hereto specifying the items it will address in its assessment
of compliance with the Servicing Criteria. On or before March 15 of each
calendar year in which the Depositor is required to file reports with respect to
the Trust Fund in accordance with the Exchange Act and the rules and regulations
of the Commission, beginning with March 15, 2007, the Trustee shall deliver to
the Sponsor, the Master Servicer and the Depositor a report regarding its
assessment of compliance with the Servicing Criteria identified by such Party
pursuant to the preceding sentence hereof, as of and for the period ending the
end of the fiscal year ending no later than December 31 of the year prior to the
year of delivery of the report. Each such report shall include (a) a statement
of the party's responsibility for assessing compliance with the Servicing
Criteria applicable to such party, (b) a statement that such party used the
criteria identified in Item 1122(d) of Regulation AB (ss. 229.1122(d)) to assess
compliance with the applicable Servicing Criteria, (c) disclosure of any
material instance of noncompliance identified by such party and (d) a statement
that a registered public accounting firm has issued an attestation report on
such party's assessment of compliance with the applicable Servicing Criteria,
which report shall be delivered by the Trustee as provided in Section 6.01(k).
In addition, on or before March 15th of each calendar year in which the
Depositor is required to file reports with respect to the Trust Fund in
accordance with the Exchange Act and the rules and regulations of the
Commission, beginning with March 15, 2007, the Trustee shall, at its own
expense, furnish or cause to be furnished to the Sponsor and the Depositor an
assessment of compliance and attestation of any Subservicer or Subcontractor
with respect to the Trustee.

      (k) On or before March 15th of each calendar year in which the Depositor
is required to file reports with respect to the Trust Fund in accordance with
the Exchange Act and the rules and regulations of the Commission, beginning with
March 15, 2007, the Trustee shall, at its own expense, cause a firm of
independent public accountants (who may also render other services to Trustee),
which is a member of the American Institute of Certified Public Accountants, to
furnish to the Sponsor, the Master Servicer and the Depositor a report to the
effect that such firm that attests to, and reports on, the assessment made by
such asserting party pursuant to Section 6.01(j) above, which report shall be
made in accordance with standards for attestation engagements


                                       79
<PAGE>

issued or adopted by the Public Company Accounting Oversight Board. In addition,
on or before March 15th of each calendar year in which the Depositor is required
to file reports with respect to the Trust Fund in accordance with the Exchange
Act and the rules and regulations of the Commission, beginning with March 15,
2007, the Trustee shall, at its own expense, furnish to the Sponsor and the
Depositor an assessment of compliance and attestation of any Subservicer or
Subcontractor with respect to the Trustee.

      (l) The Trustee shall give prior written notice to the Sponsor, the Master
Servicer and the Depositor of the appointment of any Subcontractor by it and a
written description (in form and substance satisfactory to the Sponsor and the
Depositor) of the role and function of each Subcontractor utilized by the
Trustee, specifying (A) the identity of each such Subcontractor and (B) which
elements of the servicing criteria set forth under Item 1122(d) of Regulation AB
will be addressed in assessments of compliance and accountant's attestations
provided by each such Subcontractor.

      (m) For so long as the Depositor is subject to Exchange Act reporting with
respect to the Trust Fund, the Trustee shall notify the Depositor, the Master
Servicer and the Sponsor within three (3) Business Days after the related
Distribution Date of knowledge thereof of any legal proceedings pending against
the Trustee of the type described in Item 1117 (ss. 229.1117) of Regulation AB,
and (ii) if the Trustee, shall become (but only to the extent not previously
disclosed) at any time an affiliate of any of the parties listed on Exhibit S
hereto. On or before March 1st of each year, the Depositor shall distribute the
information in Exhibit S to the Trustee.

      (n) The Trustee agrees to indemnify the Depositor and the Master Servicer,
and their respective directors, officers, employees and agents and the Trust
Fund and hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon any failure by the Trustee to comply with the
provisions of Subsections 6.01(j) and 6.01(l) and 6.01(m) above; provided,
however, that in no event shall the Trustee be liable for any special,
consequential, indirect or punitive damages pursuant to this Section 6.01(n),
even if advised of the possibility of such damages.

      Section 6.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 6.01:

            (i) The Trustee may request, and may rely and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors, Opinion of Counsel or any other
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, approval, bond or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (ii) The Trustee may consult with counsel and any advice of its
      counsel or Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;


                                       80
<PAGE>

            (iii) The Trustee shall not be personally liable for any action
      taken, suffered or omitted by it in good faith and reasonably believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

            (iv) Unless an Event of Default shall have occurred and be
      continuing, the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or document (provided the same appears regular on its
      face), unless requested in writing to do so by Holders of at least a
      majority in Class Principal Amount (or Class Notional Amount) of each
      Class of Certificates; provided, however, that, if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may
      require reasonable indemnity against such expense or liability or payment
      of such estimated expenses as a condition to proceeding. The reasonable
      expense thereof shall be paid by the Holders requesting such
      investigation;

            (v) The Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents,
      custodians, or attorneys, which agents, custodians or attorneys shall have
      any and all of the rights, powers, duties and obligations of the Trustee
      conferred on them by such appointment provided that the Trustee shall
      continue to be responsible for its duties and obligations hereunder to the
      extent provided herein, and provided further that the Trustee shall not be
      responsible for any misconduct or negligence on the part of any such agent
      or attorney appointed with due care by the Trustee;

            (vi) The Trustee shall be under no obligation to exercise any of the
      trusts or powers vested in it by this Agreement or to institute, conduct
      or defend any litigation hereunder or in relation hereto, in each case at
      the request, order or direction of any of the Certificateholders pursuant
      to the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;

            (vii) The right of the Trustee to perform any discretionary act
      enumerated in this Agreement shall not be construed as a duty, and the
      Trustee shall not be answerable for other than its negligence or willful
      misconduct in the performance of such act; and

            (viii) The Trustee shall not be required to give any bond or surety
      in respect of the execution of the Trust Fund created hereby or the powers
      granted hereunder.

      Section 6.03. Trustee Not Liable for Certificates. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates)
or of any Mortgage Loan, or related document save that the Trustee represents
that, assuming due execution and delivery by the other parties hereto, this
Agreement has been duly authorized, executed and delivered by it and constitutes
its valid and binding obligation, enforceable against it in accordance with its
terms except that such


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enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. The Trustee shall
not be accountable for the use or application by the Depositor of funds paid to
the Depositor in consideration of the assignment of the Mortgage Loans to the
Trust Fund by the Depositor or for the use or application of any funds deposited
into the Collection Account, the Certificate Account, any Escrow Account or any
other fund or account maintained with respect to the Certificates. The Trustee
shall not be responsible for the legality or validity of this Agreement or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued or intended to be issued hereunder. Except as otherwise
provided herein, the Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to record this Agreement.

      Section 6.04. Trustee May Own Certificates. The Trustee and any Affiliate
or agent of the Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact banking and trust with the
other parties hereto with the same rights it would have if it were not Trustee
or such agent.

      Section 6.05. Eligibility Requirements for Trustee. Trustee hereunder
shall at all times be (i) an institution insured by the FDIC and (ii) a
corporation or national banking association, organized and doing business under
the laws of any State or the United States of America, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation
or national banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.06.

      Section 6.06. Resignation and Removal of Trustee.

      (a) The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor will promptly
appoint a successor trustee, by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee, one copy to the successor trustee
and one copy to the Master Servicer. If no successor trustee shall have been so
appointed and shall have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

      (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take


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charge or control of the Trustee or its property or affairs for the purpose of
rehabilitation, conservation or liquidation, (iii) a tax is imposed or
threatened with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund held by the Trustee is located, (iv) the continued use of the
Trustee would result in a downgrading of the rating by the Rating Agencies of
any Class of Certificates with a rating, or (v) the Trustee shall fail to
deliver the information or reports required pursuant to Sections 6.01(j) through
(m) hereto, then the Depositor shall remove the Trustee and appoint a successor
trustee by written instrument, one copy of which instrument shall be delivered
to the Trustee so removed, one copy to the successor trustee and one copy to the
Master Servicer; provided, however, that if the Trustee is removed for the
failure to provide the accountant's attestation pursuant to Section 6.01(k) of
this Agreement, the Trustee shall reimburse the Depositor for reasonable
out-of-pocket costs incurred by the Depositor in providing for a successor
Trustee.

      (c) The Holders of more than 50% of the Class Principal Amount (or Class
Notional Amount) of each Class of Certificates may at any time upon 30 days'
written notice to the Trustee and the Depositor, remove the Trustee by such
written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor,
one copy to the Trustee so removed and one copy to the Master Servicer; the
Depositor shall thereupon use its best efforts to appoint a mutually acceptable
successor trustee in accordance with this Section.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon (i) the payment of all unpaid amounts owed to the Trustee and
(ii) acceptance of appointment by the successor trustee as provided in Section
6.07.

      Section 6.07. Successor Trustee

      (a) Any successor trustee appointed as provided in Section 6.06 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer and to
its predecessor trustee (i) an instrument accepting such appointment hereunder
and (ii) if such successor trustee is appointed at any time during the period
that a Form 10-K is being filed with respect to the Trust in accordance with the
Exchange Act and the rules and regulations of the Commission, the certification
required pursuant to the first sentence of Section 6.01(j) indicating which
Servicing Criteria are applicable to such successor trustee, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee. The
predecessor trustee (or its custodian) shall deliver to the successor trustee
(or assign to the successor trustee its interest under each Custodial Agreement,
to the extent permitted thereunder) all Mortgage Files and documents and
statements related to each Mortgage Files held by it hereunder, and shall duly
assign, transfer, deliver and pay over to the successor trustee the entire Trust
Fund, together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and such of
the record or copies thereof maintained by the predecessor trustee in the
administration hereof as may be requested by the successor trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Master Servicer and the predecessor Trustee shall
execute and deliver such other


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instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations.

      (b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such appointment such successor trustee shall be
eligible under the provisions of Section 6.05.

      (c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the predecessor trustee shall mail notice of the succession of
such Trustee and to all Holders of Certificates at their addresses as shown in
the Certificate Register and to the Rating Agencies. The expenses of such
mailing shall be borne by the predecessor trustee.

      Section 6.08. Merger or Consolidation of Trustee. Any Person into which
the Trustee may be merged or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Persons succeeding to the business of the Trustee,
shall be the successor to the Trustee hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, provided that such Person shall
be eligible under the provisions of Section 6.05. As a condition to the
succession to the Trustee under this Agreement by any Person (i) into which the
Trustee may be merged or consolidated, or (ii) which may be appointed as a
successor to the Trustee, the Trustee shall notify the Sponsor, the Master
Servicer and the Depositor, at least 15 calendar days prior to the effective
date of such succession or appointment, of such succession or appointment and
shall furnish to the Sponsor, the Master Servicer and the Depositor in writing
and in form and substance reasonably satisfactory to the Sponsor, the Master
Servicer and the Depositor, all information reasonably necessary for the Trustee
to accurately and timely report, pursuant to Section 6.20, the event under Item
6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).

      Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.

      (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or the Certificateholders evidencing more than 50% of the Class
Principal Amount (or Class Notional Amount) of each Class of Certificates shall
each have the power from time to time to appoint one or more Persons to act
either as co-trustees jointly with the Trustee, or as separate trustees, or as
custodians, for the purpose of holding title to, foreclosing or otherwise taking
action with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee is
necessary or advisable (or the Trustee has been advised by the Master Servicer
that such separate trustee or co-trustee is necessary or advisable) under the
laws of any state in which a property securing a Mortgage Loan is located or for
the purpose of otherwise conforming to any legal requirement, restriction or
condition in any state in which a property securing a Mortgage Loan is located
or in any state in which any portion of the Trust Fund is located. The separate
trustees, co-trustees, or custodians so appointed shall be trustees or
custodians for the benefit of all the Certificateholders and shall have such
powers, rights and remedies as shall be specified in the instrument of
appointment; provided, however, that no such appointment shall, or shall be
deemed to, constitute the appointee an agent of the Trustee. The obligation of
the Trustee to make Advances


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pursuant to Section 5.04 and 6.14 hereof shall not be affected or assigned by
the appointment of a co-trustee, provided, however, that prior to the
appointment hereunder of any such co-trustee. Notwithstanding the foregoing, at
any time during the period a Form 10-K is being filed with respect to the Trust
in accordance with the Exchange Act and the rules and regulations of the
Commission no such co-custodian or co-trustee shall be vested with any powers,
rights and remedies under this Agreement unless such party has agreed to comply
with all Regulation AB requirements set forth under this Agreement or the
related Custodial Agreement, as applicable.

      (b) Every separate trustee, co-trustee, and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (i) all powers, duties, obligations and rights conferred upon the
      Trustee in respect of the receipt, custody and payment of moneys shall be
      exercised solely by the Trustee;

            (ii) all other rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee and such separate trustee, co-trustee, or
      custodian jointly, except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed the
      Trustee shall be incompetent or unqualified to perform such act or acts,
      in which event such rights, powers, duties and obligations, including the
      holding of title to the Trust Fund or any portion thereof in any such
      jurisdiction, shall be exercised and performed by such separate trustee,
      co-trustee, or custodian;

            (iii) no trustee or custodian hereunder shall be personally liable
      by reason of any act or omission of any other trustee or custodian
      hereunder; and

            (iv) the Trustee or the Certificateholders evidencing more than 50%
      of the Aggregate Voting Interests of the Certificates may at any time
      accept the resignation of or remove any separate trustee, co-trustee or
      custodian, so appointed by it or them, if such resignation or removal does
      not violate the other terms of this Agreement.

      (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee or custodian shall refer to this Agreement and the
conditions of this Article VI. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.

      (d) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. The Trustee shall not
be responsible for any action or inaction of any separate trustee, co-trustee or
custodian. If any separate trustee, co-trustee or custodian shall die, become
incapable of acting,


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<PAGE>

resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

      (e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.05 hereunder and no notice to Certificateholders of the appointment shall be
required under Section 6.07 hereof.

      (f) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.

      (g) The Trustee shall pay the reasonable compensation of the co-trustees
to the extent, and in accordance with the standards, specified in Section 6.12
hereof (which compensation shall not reduce any compensation payable to the
Trustee under such Section).

      Section 6.10. Authenticating Agents.

      (a) The Trustee may appoint one or more Authenticating Agents which shall
be authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be a
corporation organized and doing business under the laws of the United States of
America or of any state, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by federal or state authorities.

      (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

      (c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.10, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.10. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee. Any


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Authenticating Agent shall be entitled to reasonable compensation for its
services and, if paid by the Trustee, it shall be a reimbursable expense to the
extent provided in Section 6.12.

      Section 6.11. Indemnification of Trustee. The Trustee and its respective
directors, officers, employees and agents shall be entitled to indemnification
from the Trust Fund for any loss, liability or expense incurred in connection
with any legal proceeding or incurred without negligence or willful misconduct
on their part (it being understood that the negligence or willful misconduct of
any Custodian shall not constitute negligence or willful misconduct on the part
of the Trustee or its directors, officers, employees or agents for such
purpose), arising out of, or in connection with, the acceptance or
administration of the trusts created hereunder or in connection with the
performance of their duties hereunder, including any applicable fees and
expenses payable pursuant to Section 6.12 and the costs and expenses of
defending themselves against any claim in connection with the exercise or
performance of any of their powers or duties hereunder, provided that:

            (i) with respect to any such claim, the Trustee shall have given the
      Depositor, the Master Servicer and the Holders written notice thereof
      promptly after the Trustee shall have knowledge thereof; provided that
      failure to so notify shall not relieve the Trust Fund of the obligation to
      indemnify the Trustee; however, any reasonable delay by the Trustee to
      provide written notice to the Depositor, the Master Servicer and the
      Holders promptly after the Trustee shall have obtained knowledge of a
      claim shall not relieve the Trust Fund of the obligation to indemnify the
      Trustee under this Section 6.11;

            (ii) while maintaining control over its own defense, the Trustee
      shall cooperate and consult fully with the Depositor in preparing such
      defense;

            (iii) notwithstanding anything to the contrary in this Section 6.11,
      the Trust Fund shall not be liable for settlement of any such claim by the
      Trustee entered into without the prior consent of the Depositor, which
      consent shall not be unreasonably withheld;

            (iv) any such loss, liability or expense indemnified by the Trust
      Fund must constitute an "unanticipated expense" within the meaning of
      Treasury Regulations Section 1.860G-1(b)(3)(ii); and

            (v) the Trustee shall be further indemnified by the Seller for and
      held harmless against, any loss, liability or expense arising out of, or
      in connection with, the provisions set forth in Section 2.02(g) hereof,
      including, without limitation, all costs, liabilities and expenses
      (including reasonable legal fees and expenses) of investigating and
      defending itself against any claim, action or proceeding, pending or
      threatened, relating to the provisions of such paragraph.

      The provisions of this Section 6.11 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed
to include, but not be limited to any loss, liability or expense under any
environmental law.

      Section 6.12. Fees and Expenses of Trustee and Custodian. The Trustee
shall be entitled to (a) the Trustee Fee and (b) all reasonable expenses,
disbursements and advancements incurred


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or made by the Trustee in accordance with this Agreement (including fees and
expenses of its counsel and all persons not regularly in its employment), except
any such expenses, disbursements and advancements that either (i) arise from its
negligence, bad faith or willful misconduct or (ii) do not constitute
"unanticipated expenses" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii). The Custodian shall be compensated as separately agreed with
the Depositor.

      The Trustee shall be entitled to reimbursement of its reasonable expenses
and disbursements incurred or made in connection with a Section 7.01(c) Purchase
Event in accordance with Section 4.04(b). Each Custodian shall receive
compensation and reimbursement or payment of its expenses under the related
Custodial Agreement as provided therein; provided that, to the extent required
under Section 6 or Section 20 of the Custodial Agreement, the Trustee is hereby
authorized to pay such compensation or reimbursement from amounts on deposit in
the Certificate Account prior to any distributions to Certificateholders
pursuant to Section 5.02 hereof.

      Section 6.13. Collection of Monies. Except as otherwise expressly provided
in this Agreement, the Trustee may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee pursuant to this Agreement. The Trustee shall hold all such money
and property received by it as part of the Trust Fund and shall distribute it as
provided in this Agreement. If the Trustee shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee
shall subsequently receive any such amount, it may withdraw such request.

      Section 6.14. Events of Default; Trustee To Act; Appointment of Successor.

      (a) The occurrence of any one or more of the following events shall
constitute an "Event of Default":

            (i) Any failure by the Master Servicer to furnish the Trustee the
      Mortgage Loan data sufficient to prepare the reports described in Section
      4.03(a) which continues unremedied for a period of two (2) Business Days
      after the date upon which written notice of such failure shall have been
      given to such Master Servicer by the Trustee or to such Master Servicer,
      the Trustee by the Holders of not less than 25% of the Class Principal
      Amount (or Class Notional Amount) of each Class of Certificates affected
      thereby; or

            (ii) Any failure by the Master Servicer to duly perform, within the
      required time period and without notice, its obligations to provide any
      certifications required pursuant to Sections 9.25 and 9.26, which failure
      continues unremedied for a period of five (5) days from the date of
      delivery required with respect to such certification; or

            (iii)  Except  with  respect to those  items  listed in clause  (ii)
      above,  any  failure by the Master  Servicer to duly  perform,  within the
      required time period,  without notice or grace period,  its obligations to
      provide any information, data or materials required to be


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<PAGE>

      provided hereunder pursuant to Sections 9.23 and 9.29(b), including any
      items required to be included in any Exchange Act report;; or

            (iv) Any failure on the part of the Master Servicer duly to observe
      or perform in any material respect any other of the covenants or
      agreements on the part of such Master Servicer contained in this Agreement
      which continues unremedied for a period of 30 days (or 15 days, in the
      case of a failure to maintain any Insurance Policy required to be
      maintained pursuant to this Agreement) after the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to such Master Servicer by the Trustee, or to such Master Servicer
      and the Trustee by the Holders of not less than 25% of the Class Principal
      Amount (or Class Notional Amount) of each Class of Certificates affected
      thereby; or

            (v) A decree or order of a court or agency or supervisory authority
      having jurisdiction for the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master
      Servicer, and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 days or any Rating Agency
      reduces or withdraws or threatens to reduce or withdraw the rating of the
      Certificates because of the financial condition or loan servicing
      capability of such Master Servicer; or

            (vi) The Master Servicer shall consent to the appointment of a
      conservator or receiver or liquidator in any insolvency, readjustment of
      debt, marshalling of assets and liabilities, voluntary liquidation or
      similar proceedings of or relating to such Master Servicer or of or
      relating to all or substantially all of its property; or

            (vii) The Master Servicer shall admit in writing its inability to
      pay its debts generally as they become due, file a petition to take
      advantage of any applicable insolvency or reorganization statute, make an
      assignment for the benefit of its creditors or voluntarily suspend payment
      of its obligations; or

            (viii) The Master Servicer shall be dissolved, or shall dispose of
      all or substantially all of its assets, or consolidate with or merge into
      another entity or shall permit another entity to consolidate or merge into
      it, such that the resulting entity does not meet the criteria for a
      successor servicer as specified in Section 9.27 hereof; or

            (ix) If a representation or warranty set forth in Section 9.14
      hereof shall prove to be incorrect as of the time made in any respect that
      materially and adversely affects the interests of the Certificateholders,
      and the circumstance or condition in respect of which such representation
      or warranty was incorrect shall not have been eliminated or cured within
      60 days after the date on which written notice of such incorrect
      representation or warranty shall have been given to the Master Servicer by
      the Trustee, or to the Master Servicer and the Trustee by the Holders of
      not less than 25% of the Aggregate Certificate Principal Amount of each
      Class of Certificates; or


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<PAGE>

            (x) A sale or pledge of the any of the rights of the Master Servicer
      hereunder or an assignment of this Agreement by the Master Servicer or a
      delegation of the rights or duties of the Master Servicer hereunder shall
      have occurred in any manner not otherwise permitted hereunder and without
      the prior written consent of the Trustee and Certificateholders holding
      more than 50% of the Class Principal Amount (or Class Notional Amount) of
      each Class of Certificates;

            (xi) The Master Servicer has notice or actual knowledge that any
      Servicer at any time is not either an FNMA- or FHLMC- approved
      Seller/Servicer, and the Master Servicer has not terminated the rights and
      obligations of such Servicer under the applicable Servicing Agreement and
      replaced such Servicer with an FNMA- or FHLMC-approved servicer within 60
      days of the date the Master Servicer receives such notice or actual
      knowledge; or

            (xii) Any failure of the Master Servicer to remit to the Trustee any
      payment required to be made to the Trustee for the benefit of
      Certificateholders under the terms of this Agreement, including any
      Advance, on any Deposit Date, which such failure continues unremedied for
      a period of one Business Day after the date upon which notice of such
      failure shall have been given to the Master Servicer by the Trustee.

      If an Event of Default described in clauses (i) through (xi) of this
Section 6.14(a) shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by this Section 6.14, the Trustee, by notice in
writing to the Master Servicer may, and shall, if so directed by
Certificateholders evidencing more than 50% of the Class Principal Amount (or
Class Notional Amount) of each Class of Certificates, terminate all of the
rights and obligations of the Master Servicer hereunder and in and to the
Mortgage Loans and the proceeds thereof. If an Event of Default described in
clause (xii) of this Section 6.14(a) shall occur, then, in each and every case,
subject to applicable law, so long as such Event of Default shall not have been
remedied within the time period prescribed by clause (xii) of this Section
6.14(a), the Trustee, by notice in writing to the Master Servicer, shall
promptly terminate all of the rights and obligations of the Master Servicer
hereunder and in and to the Mortgage Loans and the proceeds thereof. If an Event
of Default described in clause (xii) of this Section 6.14(a) shall occur, then,
in each and every case, subject to applicable law, the Trustee, by notice in
writing to the Master Servicer, shall promptly terminate all of the rights and
obligations of the Master Servicer hereunder and in and to the Mortgage Loans
and the proceeds thereof. On or after the receipt by the Master Servicer of such
written notice, all authority and power of the Master Servicer, and only in its
capacity as Master Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under the terms of this Agreement; and the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the defaulting Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The defaulting Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the defaulting Master
Servicer's responsibilities and rights hereunder as Master Servicer including,
without limitation, notifying Servicers of the assignment of the master
servicing function and providing the Trustee or its


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designee all documents and records in electronic or other form reasonably
requested by it to enable the Trustee or its designee to assume the defaulting
Master Servicer's functions hereunder and the transfer to the Trustee for
administration by it of all amounts which shall at the time be or should have
been deposited by the defaulting Master Servicer in the Collection Account
maintained by such defaulting Master Servicer and any other account or fund
maintained with respect to the Certificates or thereafter received with respect
to the Mortgage Loans. The Master Servicer being terminated shall bear all costs
of a master servicing transfer, including but not limited to those of the
Trustee reasonably allocable to specific employees and overhead, legal fees and
expenses, accounting and financial consulting fees and expenses, and costs of
amending the Agreement, if necessary. Neither the Trustee nor any successor
Master Servicer shall have any liability for any acts or omissions of the
predecessor Master Servicer or for any breach of any representation or warranty
by such predecessor Master Servicer.

      Notwithstanding the termination of its activities as Master Servicer, each
terminated Master Servicer shall continue to be entitled to reimbursement to the
extent provided in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii), (ix)
and (xi) to the extent such reimbursement relates to the period prior to such
Master Servicer's termination.

      If any Event of Default shall occur of which a Responsible Officer of the
Trustee has actual knowledge, the Trustee shall promptly notify the Rating
Agencies of the nature and extent of such Event of Default. The Trustee shall
immediately give written notice to the Master Servicer upon such Master
Servicer's failure to remit funds on the Deposit Date.

      (b) Within 90 days of the time the Master Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee receives
the resignation of the Master Servicer evidenced by an Opinion of Counsel
pursuant to Section 9.28, the Trustee, unless another master servicer shall have
been appointed, shall be the successor in all respects to the Master Servicer in
its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer hereunder, including the obligation to
make Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Master Servicer's or the Trustee's failure to
provide information required by this Agreement shall not be considered a default
by the Trustee hereunder. In addition, the Trustee shall have no responsibility
for any act or omission of the Master Servicer prior to the issuance of any
notice of termination and within a period of time not to exceed 90 days after
the issuance of any notice of termination pursuant to Section 6.14(a) or Section
9.28. The Trustee shall have no liability relating to the representations and
warranties of the Master Servicer set forth in Section 9.14. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability herein granted to the Master Servicer. As compensation therefor, the
Trustee shall be entitled to receive all compensation payable to the Master
Servicer under this Agreement, including the Master Servicing Fee.

      (c) Notwithstanding the above, the Trustee may, if it shall be unwilling
to continue to so act, or shall, if it is unable to so act, appoint or petition
a court of competent jurisdiction to appoint any established housing and home
finance institution servicer, master servicer, servicing or mortgage servicing
institution having a net worth of not less than $15,000,000 and meeting such
other standards for a successor master servicer as are set forth in this
Agreement, as the


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successor to such Master Servicer in the assumption of all of the
responsibilities, duties or liabilities of a master servicer, like the Master
Servicer. Any entity designated by the Trustee as a successor master servicer
may be an Affiliate of the Trustee; provided, however, that, unless such
Affiliate meets the net worth requirements and other standards set forth herein
for a successor master servicer, the Trustee, in its individual capacity shall
agree, at the time of such designation, to be and remain liable to the Trust
Fund for such Affiliate's actions and omissions in performing its duties
hereunder. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted to the Master Servicer
hereunder. The Trustee and such successor shall take such actions, consistent
with this Agreement, as shall be necessary to effectuate any such succession and
may make other arrangements with respect to the servicing to be conducted
hereunder which are not inconsistent herewith. The Master Servicer shall
cooperate with the Trustee and any successor master servicer in effecting the
termination of the Master Servicer's responsibilities and rights hereunder
including, without limitation, notifying Mortgagors of the assignment of the
master servicing functions and providing the Trustee and successor master
servicer, as applicable, all documents and records in electronic or other form
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and the transfer to the Trustee or such successor master
servicer, as applicable, all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Collection Account and any other
account or fund maintained with respect to the Certificates or thereafter be
received with respect to the Mortgage Loans. Neither the Trustee nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, (ii) the failure
of the Master Servicer to cooperate as required by this Agreement, (iii) the
failure of the Master Servicer to deliver the Mortgage Loan data to the Trustee
as required by this Agreement or (iv) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
entitled to be reimbursed from the Master Servicer (or by the Trust Fund if the
Master Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of master servicing from the predecessor Master
Servicer, including, without limitation, any costs or expenses associated with
the complete transfer of all master servicing data and the completion,
correction or manipulation of such master servicing data as may be required by
the Trustee to correct any errors or insufficiencies in the master servicing
data or otherwise to enable the Trustee to master service the Mortgage Loans
properly and effectively. If the terminated Master Servicer does not pay such
reimbursement within thirty (30) days of its receipt of an invoice therefor,
such reimbursement shall be an expense of the Trust Fund and the Trustee shall
be entitled to withdraw such reimbursement from amounts on deposit in the
Certificate Account pursuant to Section 4.04; provided that the terminated
Master Servicer shall reimburse the Trust for any such expense incurred by the
Trust Fund.

      Section 6.15. Additional Remedies of Trustee Upon Event of Default. During
the continuance of any Event of Default, so long as such Event of Default shall
not have been remedied, the Trustee, in addition to the rights specified in
Section 6.14, shall have the right, in its own name and as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and


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prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.

      Section 6.16. Waiver of Defaults. 35% or more of the Aggregate Voting
Interests of Certificateholders may waive any default or Event of Default by the
Master Servicer in the performance of its obligations hereunder, except that a
default in the making of any required deposit to the Certificate Account that
would result in a failure of the Trustee to make any required payment of
principal of or interest on the Certificates may only be waived with the consent
of 100% of the affected Certificateholders. Upon any such waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.

      Section 6.17. Notification to Holders. Upon termination of the Master
Servicer or appointment of a successor to the Master Servicer, in each case as
provided herein, the Trustee shall promptly mail notice thereof by first class
mail to the Certificateholders at their respective addresses appearing on the
Certificate Register. The Trustee shall also, within 45 days after the
occurrence of any Event of Default known to a Responsible Officer of the
Trustee, give written notice thereof to the Certificateholders, unless such
Event of Default shall have been cured or waived prior to the issuance of such
notice and within such 45-day period.

      Section 6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default. Subject to the provisions of Section 8.01 hereof,
during the continuance of any Event of Default, Holders of Certificates
evidencing not less than 25% of the Class Principal Amount (or Class Notional
Amount) of each Class of Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer or any successor master servicer from its
rights and duties as master servicer hereunder) at the request, order or
direction of any of the Certificateholders, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the cost,
expenses and liabilities which may be incurred therein or thereby; and, provided
further, that, subject to the provisions of Section 8.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee, in accordance
with an Opinion of Counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith determines that the
action or proceeding so directed would involve it in personal liability or be
unjustly prejudicial to the non-assenting Certificateholders.

      Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon
Event of Default. In the event that a Responsible Officer of the Trustee shall
have actual knowledge of


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any action or inaction of the Master Servicer that would become an Event of
Default upon the Master Servicer's failure to remedy the same after notice, the
Trustee shall give notice thereof to the Master Servicer. For all purposes of
this Agreement, in the absence of actual knowledge by a Responsible Officer of
the Trustee, the Trustee shall not be deemed to have knowledge of any failure of
the Master Servicer or any other Event of Default unless notified in writing by
the Depositor, the Master Servicer or a Certificateholder.

      Section 6.20. Preparation of Tax Returns and Other Reports.

      (a) The Trustee shall prepare or cause to be prepared on behalf of the
Trust Fund, based upon information calculated in accordance with this Agreement
pursuant to instructions given by the Depositor, and the Trustee shall file,
federal tax returns and appropriate state income tax returns and such other
returns as may be required by applicable law relating to the Trust Fund, and
shall file any other documents to the extent required by applicable state tax
law (to the extent such documents are in the Trustee's possession). The Trustee
shall forward copies to the Depositor of all such returns and Form 1099
supplemental tax information and such other information within the control of
the Trustee as the Depositor may reasonably request in writing, and shall
forward to each Certificateholder such forms and furnish such information within
the control of the Trustee as are required by the Code and the REMIC Provisions
to be furnished to them, and will prepare and distribute to Certificateholders
Form 1099 (supplemental tax information) (or otherwise furnish information
within the control of the Trustee) to the extent required by applicable law. The
Master Servicer will indemnify the Trustee for any liability of or assessment
against the Trustee, as applicable, resulting from any error in any of such tax
or information returns directly resulting from errors in the information
provided by such Master Servicer.

      (b) The Trustee shall prepare and file with the Internal Revenue Service
("IRS"), on behalf of each of the Lower Tier REMIC, the Middle Tier REMIC and
the Upper Tier REMIC, an application on IRS Form SS-4. The Trustee, upon receipt
from the IRS of the Notice of Taxpayer Identification Number Assigned for each
REMIC, shall promptly forward copies of such notice to the Master Servicer and
the Depositor. The Trustee will file, on behalf of each REMIC, an IRS Form 8811.

      (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, the Trustee shall, in accordance with
industry standards and the rules of the Commission as in effect from time to
time (the "Rules"), prepare and file with the Commission via the Electronic Data
Gathering and Retrieval System ("EDGAR"), the reports listed in subsections (d)
through (f) of this Section 6.20 in respect of the Trust Fund as and to the
extent required under the Exchange Act.

      (d) Reports Filed on Form 10-D.

            (i) Within 15 days following each Distribution Date (or such later
      date as may be permissible due to an extension of the filing deadline
      under the Exchange Act), the Trustee will prepare and file on a
      Distribution Report on Form 10-D with respect to the Trust Fund, which
      Distribution Report shall include a copy of the Distribution Date
      Statement prepared by the Trustee in respect of the related Distribution
      Date detailing all


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      data elements specified in Item 1121(a) of Regulation AB other than those
      data elements specified in Item 1121(a)(11), (12) and (14); provided,
      that, the Trustee shall have received from the Depositor, the Sponsor, the
      Master Servicer, the Servicer, any Custodian, any Cap Counterparty or any
      Subservicer or Subcontractor therefor, no later than three Business Days
      after the related Distribution Date, the following additional information,
      data, and materials, in a form suitable for conversion to the format
      required for filing with the Commission via EDGAR, required to be included
      in the Distribution Report on Form 10-D for such Distribution Date:

                  (A) Item 1 - Distribution and Pool Performance Information
            (each of the data elements specified in Item 1121(a)(11), (12) and
            (14) of Regulation AB);

                  (B) Item 2 - Legal Proceedings (information required by Item
            1117 of Regulation AB);

                  (C) Item 3 - Sale of Securities and Use of Proceeds
            (information required by Item 2 of Part II of Form 10-Q);

                  (D) Item 4 - Defaults Upon Senior Securities (information
            required by Item 3 of Part II of Form 10-Q);

                  (E) Item 5 - Submission of Matters to a Vote of Security
            Holders (information required by Item 4 of Part II of Form 10-Q);

                  (F) Item 6 - Significant Obligors of Pool Assets (information
            required by Item 1112(b) of Regulation AB);

                  (G) Item 7 - Significant Enhancement Provider Information
            (information required by Items 1114(b)(2) and 1115(b) of Regulation
            AB);

                  (H) Item 8 - Other Information (all other information required
            to be disclosed on Form 8-K during the period covered by the report
            and not yet reported); and

                  (I) Item 9 - Exhibits (all exhibits required to be filed by
            Form 10-D and Item 601 of Regulation S-K other than the Distribution
            Date Statement to be provided by the Trustee).

            (ii) After preparing the Form 10-D, the Trustee shall forward
      electronically a draft copy of the Form 10-D to the Exchange Act Signing
      Party for review and approval. If the Master Servicer is the Exchange Act
      Signing Party and the Form 10-D includes Additional Form 10-D Disclosure,
      then the Form 10-D shall also be electronically distributed to the
      Depositor for review and approval. No later than two Business Days prior
      to the 15th calendar day after the related Distribution Date, a senior
      officer of the Exchange Act Signing Party shall sign the Form 10-D and
      return an electronic or fax copy of such signed Form 10-D (with an
      original executed hard copy to follow by


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      overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or
      if a previously filed Form 10-D needs to be amended, the Trustee will
      follow the procedures set forth in subsection (g)(ii) of this Section
      6.20. Promptly (but no later than one Business Day) after filing with the
      Commission, the Trustee will make available on its internet website a
      final executed copy of each Form 10-D. Each party to this Agreement
      acknowledges that the performance by the Trustee of its duties under this
      Section 6.20(d) related to the timely preparation and filing of Form 10-D
      is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under this Section 6.20(d).
      The Trustee shall have no liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 10-D, where such failure results from the Trustee's
      inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence,
      bad faith or willful misconduct. The Trustee shall not be responsible (1)
      for the content of any of the information provided pursuant to clauses
      (d)(i)(A) - (I) above (unless such item is provided by and specific to the
      Trustee, in which case the Trustee will be responsible for the content of
      such information; provided that such information is not revised without
      the prior consent of the Trustee), (2) for determining whether any such
      information is required to be included in any Form 10-D, (3) for
      reformatting any information so that it is able to be filed on EDGAR or
      (4) for the failure to include any information if it is not provided to
      the Trustee on a timely basis (unless such item is specific to the
      Trustee, in which case the Trustee will be responsible for the failure to
      include such information, unless such information is not included in the
      final Form 10-D without the consent of the Trustee).

      (e) Reports Filed on Form 10-K.

            (i) On or prior to March 31 after the end of each fiscal year of the
      Trust Fund or such earlier date as may be required by the Exchange Act
      (the "10-K Filing Deadline") (it being understood that the fiscal year for
      the Trust Fund ends on December 31st of each year), commencing in March
      2007, and, unless and until a Form 15 Suspension Notification shall have
      been filed, the Trustee shall prepare and file (but will not execute) a
      Form 10-K in respect of the Trust Fund, which shall include the
      certification required pursuant to Rule 13a-14 under the Exchange Act (the
      "Form 10-K Certification") signed by an appropriate party or parties
      (which Form 10-K Certification the Trustee shall not be required to
      prepare or sign) and such other information as is required by the Rules;
      provided, that, the Trustee shall have received from the Depositor and the
      Servicer, each Custodian, each Additional Servicer, any Servicing Function
      Participant and the Master Servicer (each, a "Reporting Servicer"), no
      later than March 1 of each calendar year (and in the case of the Master
      Servicer, no later than the date set forth in Section 9.25 herein) prior
      to the filing deadline for such Annual Report, all information, data,
      assessments of compliance, accountant's attestations and exhibits required
      to be provided or filed with such Annual Report including information,
      data, assessments of compliance, accountant's attestations and exhibits
      required to be provided in connection with the following Items and other
      filing requirements of Form 10-K:


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                  (A) Item 9B - Other Information (information required to be
            reported on Form 8-K in the fourth quarter but not reported);

                  (B) Item 15 - Exhibits and Financial Statement Schedules
            (including all exhibits required to be filed pursuant to Item 601 of
            Regulation S-K under the Exchange Act other than the certification
            specified in Item 601(b)(31)(ii) of Regulation S-K and the
            Assessment of Compliance, Attestation Report, and Compliance
            Statement specified in Item 601(b)(33), (34) and (35) of Regulation
            S-K with respect to those Servicing Criteria as to which the Trustee
            is the Item 1122 Responsible Party);

                  (C) Significant Obligor Financial Information (Item 1112(b) of
            Regulation AB);

                  (D) Significant Enhancement Provider Financial Information
            (Items 1114(b)(2) and 1115(b) of Regulation AB);

                  (E) Legal Proceedings (Item 1117 of Regulation AB);

                  (F) Affiliations and Certain Relationships and Related;
            Transactions (Item 1119 of Regulation AB);

                  (G) Compliance with Applicable Servicing Criteria (Item 1122
            of Regulation AB); and

                  (H) Servicer Compliance Statement (Item 1123 of Regulation
            AB).

            (ii) After preparing the Form 10-K, the Trustee shall forward
      electronically a draft copy of the Form 10-K to the Exchange Act Signing
      Party for review and approval. If the Master Servicer is the Exchange Act
      Signing Party and the Form 10-K includes Additional Form 10-K Disclosure,
      then the Form 10-K shall also be electronically distributed to the
      Depositor for review and approval. No later than the close of business New
      York City time on the 4th Business Day prior to the 10-K Filing Deadline,
      a senior officer of the Exchange Act Signing Party shall sign the Form
      10-K and return an electronic or fax copy of such signed Form 10-K (with
      an original executed hard copy to follow by overnight mail) to the
      Trustee. If a Form 10-K cannot be filed on time or if a previously filed
      Form 10-K needs to be amended, the Trustee will follow the procedures set
      forth in subsection (g) of this Section 6.20. Promptly (but no later than
      one Business Day) after filing with the Commission, the Trustee will make
      available on its internet website a final executed copy of each Form 10-K.
      The parties to this Agreement acknowledge that the performance by the
      Trustee of its duties under this Section 6.20(e) related to the timely
      preparation and filing of Form 10-K is contingent upon such parties (and
      any Additional Servicer or Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties
      under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section
      9.26. The Trustee shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare
      and/or timely file such Form 10-K, where such failure results from the
      Trustee's


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      inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-K, not resulting from its own negligence,
      bad faith or willful misconduct. The Trustee shall not be responsible (1)
      for the content of any of the information provided pursuant to clauses
      (e)(i)(A) - (H) above (unless such item is provided by and specific to the
      Trustee, in which case the Trustee will be responsible for the content of
      such information; provided that such information is not revised without
      the prior consent of the Trustee), (2) for determining whether any such
      information is required to be included in any Form 10-K, (3) for
      reformatting any information so that it is able to be filed on EDGAR or
      (4) for the failure to include any information if it is not provided to
      the Trustee on a timely basis (unless such item is specific to the
      Trustee, in which case the Trustee will be responsible for the failure to
      include such information, unless such information is not included in the
      final Form 10-K without the consent of the Trustee).

            (iii) Unless a Form 15 Suspension Notification with respect to the
      Trust Fund has been filed, if so requested, on or prior to March 15th of
      each year, beginning in March 2007, the Trustee shall sign a certification
      in the form attached hereto as Exhibit Q (the "Back-Up Certification") for
      the benefit of Exchange Act Signing Party and the Person who signs the
      Form 10-K Certification (the "Certifying Party") regarding certain aspects
      of such Form 10-K Certification upon which the Exchange Act Signing Party
      and the Certifying Party can reasonably rely (provided, however, that the
      Trustee shall not be required to undertake an analysis of, and shall have
      no responsibility for, any financial information, the accountant's report,
      certification or other materials contained therein, except for those
      computations prepared by the Trustee and reflected in the distribution
      report). Nothing in this Section 6.20(e) shall relieve the Trustee of its
      responsibility for the matters as to which it is certifying in the form
      attached hereto as Exhibit Q.

            (iv) Each person (including their officers or directors) that signs
      any Form 10-K Certification shall be entitled to indemnification from the
      Trust Fund for any liability or expense incurred by it in connection with
      such certification, other than any liability or expense attributable to
      such Person's own bad faith, negligence or willful misconduct. The
      provisions of this subsection shall survive any termination of this
      Agreement and the resignation or removal of such Person.

      (f) Reports Filed on Form 8-K.

            (i) Within four Business Days after the occurrence of an event
      requiring disclosure on Form 8-K (each such event, a "Reportable Event"),
      at the written direction and expense of the Depositor, the Trustee shall
      prepare and file Current Reports on Form 8-K in respect of the Trust Fund,
      as required by the Exchange Act; provided, that, the Depositor shall have
      timely notified the Trustee of an item reportable on a Current Report on
      Form 8-K and shall have delivered to the Trustee no later than two
      Business Days prior to the filing deadline for such Current Report, all
      information, data, and exhibits required to be provided or filed with such
      Current Report, including, particularly, information, data and exhibits,
      in a form suitable for conversion to the format required for filing with
      the Commission via EDGAR, required to be provided in connection with the
      following Items of Form 8-K:


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                  (A) Item 1.01 - Entry into a Material Definitive Agreement;

                  (B) (B) Item 1.02 - Termination of a Material Definitive
            Agreement;

                  (C) Item 1.03 - Bankruptcy or Receivership;

                  (D) Item 2.04 - Triggering Events that Accelerate or Increase
            a Direct Financial Obligation or an Obligation under an Off-Balance
            Sheet Arrangement;

                  (E) Item 3.03 - Material Modification to Rights of Security
            Holders;

                  (F) Item 5.03 - Amendments of Articles of Incorporation or
            Bylaws; Change of Fiscal Year;

                  (G) Item 6.02 - Change in Servicer or Trustee;

                  (H) Item 6.03 - Change in Credit Enhancement or Other External
            Support;

                  (I) Item 6.04 - Failure to Make a Required Distribution; and

                  (J) Item 6.05 - Securities Act Updating Disclosure.

            (ii) After preparing the Form 8-K, the Trustee shall forward
      electronically, no later than Noon New York city time on the 3rd Business
      Day after the Reportable Event, a draft copy of the Form 8-K to the
      Exchange Act Signing Party for review and approval. If the Master Servicer
      is the Exchange Act Signing Party, then the Form 8-K shall also be
      electronically distributed to the Depositor for review and approval. No
      later than Noon New York City time on the 4th Business Day after the
      Reportable Event, a senior officer of the Exchange Act Signing Party shall
      sign the Form 8-K and return an electronic or fax copy of such signed Form
      8-K (with an original executed hard copy to follow by overnight mail) to
      the Trustee. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trustee will follow the procedures
      set forth in subsection (g) of this Section 6.20. Promptly (but no later
      than one Business Day) after filing with the Commission, the Trustee will,
      make available on its internet website a final executed copy of each Form
      8-K prepared and filed by it pursuant to this Section 6.20(f). The parties
      to this Agreement acknowledge that the performance by the Trustee of its
      duties under this Section 6.20(f) related to the timely preparation and
      filing of Form 8-K is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Section
      6.20(f). The Trustee shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 8-K, where such failure results from
      the Trustee's inability or failure to obtain or receive, on a timely
      basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct. The Trustee shall not


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      be responsible (1) for the content of any of the information provided
      pursuant to clauses (f)(i)(A) - (J) above (unless such item is provided by
      and specific to the Trustee, in which case the Trustee will be responsible
      for the content of such information; provided that such information is not
      revised without the prior consent of the Trustee), (2) for determining
      what information is required to be filed on a Form 8-K in connection with
      the transactions contemplated by this Agreement (unless such information
      is specific to the Trustee, in which case the Trustee will be responsible
      for making such a determination, unless such information is not included
      in the final Form 8-K without the consent of the Trustee), (3) for
      reformatting any information so that it is able to be filed on EDGAR or
      (4) for any late filing of a Form 8-K in the event that it does not
      receive all information, data, signatures and exhibits required to be
      provided or filed on or prior to the second Business Day prior to the
      applicable filing deadline.

      (g) Delisting; Amendments; Late Filings.

            (i) Prior to January 30 in of the first year in which the Trustee is
      able to do so under applicable law, unless otherwise directed by the
      Depositor in writing, the Trustee shall prepare and file a Form 15
      relating to the automatic suspension of reporting in respect of the Trust
      Fund under the Exchange Act.

            (ii) In the event that the Trustee becomes aware that it will be
      unable to timely file with the Commission all or any required portion of
      any Form 8-K, 10-D or 10-K required to be filed by this Agreement because
      required disclosure information was either not delivered to it or
      delivered to it after the delivery deadlines set forth in this Agreement
      or for any other reason, the Trustee will promptly notify the Depositor.
      In the case of Form 10-D and 10-K, the parties to this Agreement and each
      Servicer will cooperate to prepare and file a Form 12b-25 and a 10-D/A and
      10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
      case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
      Disclosure Information and upon the approval and direction of the
      Depositor, include such disclosure information on the next Form 10-D. In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be
      amended, the Trustee will notify the Depositor and each Servicer and such
      parties will cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall
      be signed by a senior officer of the Exchange Act Signing Party. The
      parties to this Agreement acknowledge that the performance by the Trustee
      of its duties under this Section 6.20(g) related to the timely preparation
      and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or
      10-K is contingent upon each such party performing its duties under this
      Section. The Trustee shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
      to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee's
      inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for
      execution or file such Form 15, Form 12b-25 or any amendments to Forms
      8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.


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      (h) The Trustee, with the prior consent of the Depositor, may include in
any Exchange Act report all relevant information, data, and exhibits as the
Trustee may receive in connection with such report irrespective of any provision
that may permit the exclusion of such material. For example, the Trustee, with
the prior consent of the Depositor, may file all Assessments of Compliance,
Attestation Reports and Compliance Statements timely received from any Item 1122
Responsible Party irrespective of any applicable minimum pool asset percentage
requirement for disclosure related to such Item 1122 Responsible Party.

      (i) Any party that signs any Exchange Act report that the Trustee is
required to file shall provide to the Trustee prompt notice of the execution of
such Exchange Act report along with the name and contact information for the
person signing such report and shall promptly deliver to the Trustee the
original executed signature page for such report. In addition, each of the
parties agrees to provide to the Trustee such additional information related to
such party as the Trustee may reasonably request, including evidence of the
authorization of the person signing any certification or statement, financial
information and reports, and such other information related to such party or its
performance hereunder.

      (j) The Depositor and the Master Servicer, by mutual agreement, shall
determine which of the Depositor or the Master Servicer shall be the initial
Exchange Act Signing Party. Upon such determination, the Depositor shall timely
notify the Trustee, and such notice shall provide contact information for the
Exchange Act Signing Party. If the Depositor and Master Servicer, at any time,
mutually agree to change the identity of the Exchange Act Signing Party, the
Depositor shall provide timely notice to the Trustee of any such change.

      Section 6.21. Reporting Requirements of the Commission.

      Each of the  parties  hereto  acknowledges  and agrees that the purpose of
Sections  6.01 and 6.20 of this  Agreement is to  facilitate  compliance  by the
Sponsor and the Depositor  with the  provisions of Regulation AB, as such may be
amended or clarified  from time to time.  Therefore,  each of the parties agrees
that (a) the obligations of the parties hereunder shall be interpreted in such a
manner  as to  accomplish  compliance  with  Regulation  AB,  (b)  the  parties'
obligations  hereunder  will be  supplemented  and  modified as  necessary to be
consistent with any such  amendments,  interpretive  advice or guidance from the
Commission,   convention  or  consensus   among  active   participants   in  the
asset-backed  securities  markets or otherwise in respect of the requirements of
Regulation AB and (c) the parties shall comply with reasonable  requests made by
the Sponsor,  the Master Servicer,  the Trustee or the Depositor for delivery of
additional or different information, to the extent such information is available
or  reasonably  attainable,  as the Sponsor,  the Trustee or the  Depositor  may
determine in good faith is necessary to comply with the provisions of Regulation
AB.

                                  ARTICLE VII

                            PURCHASE AND TERMINATION
                                OF THE TRUST FUND

      Section 7.01. Termination of Trust Fund Upon Repurchase or Liquidation of
All Mortgage Loans.


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      (a) The respective obligations and responsibilities of the Trustee and the
Master Servicer created hereby (other than the obligation of the Trustee to make
payments to Certificateholders as set forth in Section 7.02, the obligation of
the Master Servicer to make a final remittance to the Trustee for deposit into
the Certificate Account pursuant to Section 4.02 and the obligations of the
Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14), shall
terminate on the earlier of (i) the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the sale of all remaining property held by the Trust Fund in
accordance with Section 7.01(b); provided, however, that in no event shall the
Trust Fund created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the date
hereof. Any termination of the Trust Fund shall be carried out in such a manner
so that the termination of each REMIC included therein shall qualify as a
"qualified liquidation" under the REMIC Provisions.

      (b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans in the Trust Fund is
less than 5% of the Principal Balance of the Mortgage Loans in the Trust Fund
(determined in the aggregate rather than by pool) as of the Cut-off Date, the
Master Servicer, with the consent of the Seller (which consent will not be
unreasonably withheld), may, upon written direction to the Trustee, cause the
Trustee to sell (or arrange for the sale of) the assets of the Trust Fund. Upon
the repurchase of the Mortgage Loans in the Trust Fund, the Master Servicer
shall, upon written direction to the Trustee, cause each REMIC included in the
Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03
hereof to sell all of its property. The property of the Trust Fund shall be sold
at a price (the "Repurchase Price") equal to: (i) 100% of the unpaid principal
balance of each Mortgage Loan in the Trust Fund on the day of such purchase plus
interest accrued thereon at the applicable Mortgage Rate with respect to any
Mortgage Loan to the Due Date in the Due Period immediately preceding such
Distribution Date, (ii) the fair market value of any REO Property and any other
property held by the Trust Fund, such fair market value to be determined by an
appraiser or appraisers appointed by the Master Servicer with the consent of the
Trustee and (iii) any unreimbursed Servicing Advances with respect to each
Mortgage Loan in the Trust Fund. The Master Servicer, each Servicer (or the
Trustee, if applicable) shall be reimbursed from the Repurchase Price for any
Mortgage Loan or related REO Property for any Advances or Servicing Advances
made with respect to the Mortgage Loans that are reimbursable to the Master
Servicer under this Agreement or the related Servicing Agreement (or to the
Trustee hereunder), together with any accrued and unpaid compensation and any
other amounts due to the Master Servicer and the Trustee hereunder or the
Servicers thereunder provided that any such other amounts to be paid to the
Servicers are "unanticipated expenses" within the meaning of Treasury Regulation
Section 1.860G-1(b)(3)(ii). The Trustee shall distribute the assets of the Trust
Fund on the Distribution Date on which the repurchase occurred. Upon the
repurchase of the Mortgage Loans, the Trust Fund shall terminate in accordance
with the terms of this Agreement.

      Section 7.02. Procedure Upon Termination of Trust Fund.

      (a) Notice of any termination pursuant to the provisions of Section 7.01,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed (x) no later than five Business Days after


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<PAGE>

the Trustee has received notice from the Master Servicer of its intent to
exercise its right to cause the termination of the Trust Fund pursuant to
Section 7.01(b) or (y) upon the final payment or other liquidation of the last
Mortgage Loan or REO Property in the Trust Fund. Such notice shall specify (A)
the Distribution Date upon which final distribution on the Certificates of all
amounts required to be distributed to Certificateholders pursuant to Section
5.02 will be made upon presentation and surrender of the Certificates at the
Corporate Trust Office, and (B) that the Record Date otherwise applicable to
such Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Master
Servicer, the Depositor and the Certificate Registrar at the time such notice is
given to Holders of the Certificates. Upon any such termination, the duties of
the Certificate Registrar with respect to the Certificates shall terminate and
the Trustee shall terminate, or request the Master Servicer to terminate, the
Collection Account it maintains, the Certificate Account and any other account
or fund maintained with respect to the Certificates, subject to the Trustee's
obligation hereunder to hold all amounts payable to Certificateholders in trust
without interest pending such payment.

      (b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the remaining Certificateholders concerning surrender of such Certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall, subject to applicable state law
relating to escheatment, hold all amounts distributable to such Holders for the
benefit of such Holders. No interest shall accrue on any amount held by the
Trustee and not distributed to a Certificateholder due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section.

      (c) Any reasonable expenses incurred by the Trustee in connection with any
termination or liquidation of the Trust Fund shall be paid from proceeds
received from the liquidation of the Trust Fund, but only to the extent that
such expenses constitute "unanticipated expenses" within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii).

      Section 7.03. Additional Requirements under the REMIC Provisions.

      (a) Any termination of the Trust Fund shall be effected in accordance with
the following additional requirements, unless the Trustee seeks (at the request
of the party exercising the option to repurchase all of the Mortgage Loans
pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel
(at the expense of such requesting party), addressed to the Trustee to the
effect that the failure of the Trust Fund to comply with the requirements of
this Section 7.03 will not (i) result in the imposition of taxes on any REMIC
under the REMIC Provisions or (ii) cause any REMIC established hereunder to fail
to qualify as a REMIC at any time that any Certificates are outstanding:


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            (i) The Trustee shall sell all of the assets of the Trust Fund for
      cash and, within 90 days of such sale, shall distribute the proceeds of
      such sale to the Certificateholders in complete liquidation of the Trust
      Fund and each REMIC; and

            (ii) The Trustee shall attach a statement to the final Federal
      income tax return for each REMIC stating that pursuant to Treasury
      Regulation ss. 1.860F-1, the first day of the 90-day liquidation period
      for each such REMIC was the date on which the Trustee sold the assets of
      the Trust Fund.

      (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby (i) authorizes the Trustee to take the action described in paragraph (a)
above and (ii) agrees to take such other action as may be necessary to
facilitate liquidation of each REMIC created under this Agreement, which
authorization shall be binding upon all successor Residual Certificateholders.

                                  ARTICLE VIII

                          RIGHTS OF CERTIFICATEHOLDERS

      Section 8.01. Limitation on Rights of Holders.

      (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or this Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of this
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
the operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

      (b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount (or Class Notional Amount) of Certificates of each Class shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for sixty
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request has been given such Trustee
during such sixty-day period by such Certificateholders; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other


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<PAGE>

Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

      Section 8.02. Access to List of Holders.

      (a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar will furnish or cause to be furnished to the Trustee, within fifteen
days after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class as of the most
recent Record Date.

      (b) If three or more Holders or Certificate Owners (hereinafter referred
to as "Applicants") apply in writing to the Trustee, and such application states
that the Applicants desire to communicate with other Holders with respect to
their rights under this Agreement or under the Certificates and is accompanied
by a copy of the communication which such Applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, afford such Applicants reasonable access during the normal business
hours of the Trustee to the most recent list of Certificateholders held by the
Trustee or shall, as an alternative, send, at the Applicants' expense, the
written communication proffered by the Applicants to all Certificateholders at
their addresses as they appear in the Certificate Register.

      (c) Every Holder or Certificate Owner, if the Holder is a Clearing Agency,
by receiving and holding a Certificate, agrees with the Depositor, the Master
Servicer, the Certificate Registrar and the Trustee that neither the Depositor,
the Master Servicer, the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

      Section 8.03. Acts of Holders of Certificates.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders or
Certificate Owner, if the Holder is a Clearing Agency, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where expressly
required herein, to the Master Servicer. Such instrument or instruments (as the
action embodies therein and evidenced thereby) are herein sometimes referred to
as an "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agents
shall be sufficient for any purpose of this Agreement and conclusive in favor of
the Trustee and Master Servicer, if made in the manner provided in this Section.
Each of the


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<PAGE>

Trustee and Master Servicer shall promptly notify the other of receipt of any
such instrument by it, and shall promptly forward a copy of such instrument to
the other.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the individual
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

      (c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and the Trustee, the Master Servicer and the Depositor
shall not be affected by any notice to the contrary.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Master Servicer in reliance thereon, whether or not notation of such action is
made upon such Certificate.

                                   ARTICLE IX

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                             BY THE MASTER SERVICER

      Section 9.01. Duties of the Master Servicer.

      The Certificateholders, by their purchase and acceptance of the
Certificates, appoint Aurora Loan Services LLC, as Master Servicer. For and on
behalf of the Depositor, the Trustee and the Certificateholders, the Master
Servicer shall master service the Mortgage Loans in accordance with the
provisions of this Agreement and the provisions of the applicable Servicing
Agreement.

      Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and
Omissions Insurance Policy.

      (a) The Master Servicer, at its expense, shall maintain in effect a
Fidelity Bond and an Errors and Omissions Insurance Policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The Errors and
Omissions Insurance Policy and the Fidelity Bond shall be in such form and
amount that would meet the requirements of FNMA or FHLMC if it were the
purchaser of the Mortgage Loans. The Master Servicer shall (i) require each
Servicer to maintain an Errors and Omissions


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<PAGE>

Insurance Policy and a Fidelity Bond in accordance with the provisions of the
applicable Servicing Agreement, (ii) cause each Servicer to provide to the
Master Servicer certificates evidencing that such policy and bond is in effect
and to furnish to the Master Servicer any notice of cancellation, non-renewal or
modification of the policy or bond received by it, as and to the extent provided
in the applicable Servicing Agreement, and (iii) furnish copies of the
certificates and notices referred to in clause (ii) to the Trustee upon its
request. The Fidelity Bond and Errors and Omissions Insurance Policy may be
obtained and maintained in blanket form.

      (b) The Master Servicer shall promptly report to the Trustee any material
changes that may occur in the Master Servicer Fidelity Bond or the Master
Servicer Errors and Omissions Insurance Policy and shall furnish to the Trustee,
on request, certificates evidencing that such bond and insurance policy are in
full force and effect. The Master Servicer shall promptly report to the Trustee
all cases of embezzlement or fraud, if such events involve funds relating to the
Mortgage Loans. The total losses, regardless of whether claims are filed with
the applicable insurer or surety, shall be disclosed in such reports together
with the amount of such losses covered by insurance. If a bond or insurance
claim report is filed with any of such bonding companies or insurers, the Master
Servicer shall promptly furnish a copy of such report to the Trustee. Any
amounts relating to the Mortgage Loans collected by the Master Servicer under
any such bond or policy shall be promptly remitted by the Master Servicer to the
Trustee for deposit into the Certificate Account. Any amounts relating to the
Mortgage Loans collected by any Servicer under any such bond or policy shall be
remitted to the Master Servicer to the extent provided in the applicable
Servicing Agreement.

      Section 9.03. Master Servicer's Financial Statements and Related
Information.

      For each year this Agreement is in effect, the Master Servicer shall
submit to the Trustee, each Rating Agency and the Depositor a copy of its annual
unaudited financial statements on or prior to March 15 of each year, beginning
March 15, 2007. Such financial statements shall include a balance sheet, income
statement, statement of retained earnings, statement of additional paid-in
capital, statement of changes in financial position and all related notes and
schedules and shall be in comparative form, certified by a nationally recognized
firm of Independent Accountants to the effect that such statements were examined
and prepared in accordance with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.

      Section 9.04. Power to Act; Procedures.

      (a) The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, and each Servicer shall have full power and
authority (to the extent provided in the applicable Servicing Agreement) to do
any and all things that it may deem necessary or desirable in connection with
the servicing and administration of the Mortgage Loans, including but not
limited to the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing


                                      107
<PAGE>

any Mortgage Loan, in each case, in accordance with the provisions of this
Agreement and the applicable Servicing Agreement, as applicable; provided that
the Master Servicer shall not take, or knowingly permit any Servicer to take,
any action that is inconsistent with or prejudices the interests of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee and the Certificateholders under this Agreement.
The Master Servicer further is authorized and empowered by the Trustee, on
behalf of the Certificateholders and the Trustee, in its own name or in the name
of any Servicer, when the Master Servicer or a Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
with MERS, or cause the removal from the registration of any Mortgage Loan on
the MERS system, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan and shall not make or knowingly permit any Servicer to
make any modification, waiver or amendment of any term of any Mortgage Loan that
would cause any REMIC included in the Trust Fund to fail to qualify as a REMIC
or result in the imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Servicer, and each Servicer, to the
extent such authority is delegated to such Servicer by the Master Servicer under
the applicable Servicing Agreement, is hereby authorized and empowered by the
Trustee when the Master Servicer or a Servicer, as the case may be, believes it
appropriate in its best judgment and in accordance with Accepted Servicing
Practices and the applicable Servicing Agreement, to execute and deliver, on
behalf of itself and the Certificateholders, the Trustee or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. The Trustee shall furnish
the Master Servicer or the Servicer, upon request, with any powers of attorney
prepared by the Master Servicer or such Servicer empowering the Master Servicer
or such Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in
any court action relating to the Mortgage Loans or the Mortgaged Property, in
accordance with the applicable Servicing Agreement and this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, necessary or appropriate to enable the Master Servicer to master
service the Mortgage Loans and carry out its duties hereunder, and to allow each
Servicer to service the Mortgage Loans, in each case in accordance with Accepted
Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer or the applicable Servicer). If
the Master Servicer or the Trustee has been advised that it is likely that the
laws of the state in which action is to be taken prohibit such action if taken
in the name of the Trustee or that the Trustee would be adversely affected under
the "doing business" or tax laws of such state if such action is taken in its
name, then upon request of the Trustee, the Master Servicer shall join with the
Trustee in the appointment of a co-trustee pursuant to Section 6.09 hereof. In
the performance of its duties hereunder, the Master Servicer shall be an
independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.


                                      108
<PAGE>

      (b) In master servicing and administering the Mortgage Loans, the Master
Servicer shall employ procedures and exercise the same care that it customarily
employs and exercises in master servicing and administering loans for its own
account, giving due consideration to Accepted Servicing Practices where such
practices do not conflict with this Agreement. Consistent with the foregoing,
the Master Servicer may, and may permit any Servicer to, in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and, except as set forth below
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that the maturity of any Mortgage Loan
shall not be extended past the date on which the final payment is due on the
latest maturing Mortgage Loan as of the Cut-off Date. In the event of any
extension described in clause (ii) above, the Master Servicer shall make or
cause to be made Advances on the related Mortgage Loan in accordance with the
provisions of Section 5.04 on the basis of the amortization schedule of such
Mortgage Loan without modification thereof by reason of such extension.
Notwithstanding anything to the contrary in this Agreement, the Master Servicer
shall not make or knowingly permit any modification, waiver or amendment of any
material term of any Mortgage Loan unless: (1) such Mortgage Loan is in default
or default by the related Mortgagor is, in the reasonable judgment of the Master
Servicer or the applicable Servicer, reasonably foreseeable, (2) in the case of
a waiver of a Prepayment Premium (a) if such Mortgage Loan is in default or
default by the related Mortgagor is reasonably foreseeable, and such waiver
would maximize recovery of total proceeds taking into account the value of such
Prepayment Premium and the related Mortgage Loan or (b) if the prepayment is not
the result of a refinance by the Servicer or any of its affiliates and (i) such
Mortgage Loan is in default or default by the related Mortgagor is, in the
reasonable judgment of the Master Servicer or the applicable Servicer,
reasonably foreseeable, and such waiver would maximize recovery of total
proceeds taking into account the value of such Prepayment Premium and the
related Mortgage Loan or (ii) the collection of the Prepayment Premium would be
in violation of applicable laws or (iii) the collection of such Prepayment
Premium would be considered "predatory" pursuant to written guidance published
or issued by any applicable federal, state or local regulatory authority acting
in its official capacity and having jurisdiction over such matters, and (3) the
Master Servicer shall (if required by the applicable Servicing Agreement) have
provided or caused to be provided to the Trustee an Opinion of Counsel (which
opinion shall, if provided by the Master Servicer, be an expense reimbursed, to
the extent it is an unanticipated expense within the meaning of Treasury
Regulation Section 1.860G-1(b)(3)(ii), from the Collection Account pursuant to
Section 4.02(v)) in writing to the effect that such modification, waiver or
amendment would not cause an Adverse REMIC Event; provided, in no event shall an
Opinion of Counsel be required for the waiver of a Prepayment Premium under
clause (2) above.

      Section 9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers' Obligations.

      (a) Each Servicing Agreement requires the applicable Servicer to service
the Mortgage Loans in accordance with the provisions thereof. References in this
Agreement to actions taken or to be taken by the Master Servicer include such
actions taken or to be taken by a Servicer pursuant to a Servicing Agreement.
Any fees, costs and expenses and other amounts payable to such Servicers shall
be deducted from amounts remitted to the Master Servicer by the applicable


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Servicer (to the extent permitted by the applicable Servicing Agreement) and
shall not be an obligation of the Trust, the Trustee or the Master Servicer.

      (b) The Master Servicer shall not be required to (i) take any action with
respect to the servicing of any Mortgage Loan that the related Servicer is not
required to take under the related Servicing Agreement and (ii) cause a Servicer
to take any action or refrain from taking any action if the related Servicing
Agreement does not require the Servicer to take such action or refrain from
taking such action; in both cases notwithstanding any provision of this
Agreement that requires the Master Servicer to take such action or cause the
Servicer to take such action.

      (c) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall use its reasonable best efforts to
enforce the obligations of each Servicer under the related Servicing Agreement
and shall, upon its obtaining actual knowledge of the failure of a Servicer to
perform its obligations in accordance with the related Servicing Agreement, to
the extent that the non-performance of any such obligations would have a
material adverse effect on a Mortgage Loan, the Trust Fund or
Certificateholders, terminate the rights and obligations of such Servicer
thereunder to the extent and in the manner permitted by the related Servicing
Agreement and either act as servicer of the related Mortgage Loans or enter into
a Servicing Agreement with a successor Servicer. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Servicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor initially only (i) from a
general recovery resulting from such enforcement only to the extent, if any,
that such recovery exceeds all amounts due in respect of the related Mortgage
Loans, (ii) from a specific recovery of costs, expenses or attorneys' fees
against the party against whom such enforcement is directed, and then, to the
extent that such amounts are insufficient to reimburse the Master Servicer for
the costs of such enforcement or (iii) from the Collection Account.

      (d) The Master Servicer shall be entitled to conclusively rely on any
certifications or other information provided by the Servicers under the terms of
the applicable Servicing Agreement, in its preparation of any certifications,
filings or reports, in accordance with the terms hereof or as may be required by
applicable law or regulation.

      Section 9.06. Collection of Taxes, Assessments and Similar Items.

      (a) To the extent provided in the applicable Servicing Agreement, the
Master Servicer shall cause each Servicer to establish and maintain one or more
custodial accounts at a depository institution (which may be a depository
institution with which the Master Servicer or any Servicer establishes accounts
in the ordinary course of its servicing activities), the accounts of which are
insured to the maximum extent permitted by the FDIC (each, an "Escrow Account")
and shall deposit therein any collections of amounts received with respect to
amounts due for taxes, assessments, water rates, Standard Hazard Insurance
Policy premiums or any comparable items for the account of the Mortgagors.
Withdrawals from any Escrow Account may be made (to the extent amounts have been
escrowed for such purpose) only in accordance with the


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applicable Servicing Agreement. Each Servicer shall be entitled to all
investment income not required to be paid to Mortgagors on any Escrow Account
maintained by such Servicer. The Master Servicer shall make (or cause to be
made) to the extent provided in the applicable Servicing Agreement advances to
the extent necessary in order to effect timely payment of taxes, water rates,
assessments, Standard Hazard Insurance Policy premiums or comparable items in
connection with the related Mortgage Loan (to the extent that the Mortgagor is
required, but fails, to pay such items), provided that it has determined that
the funds so advanced are recoverable from escrow payments, reimbursement
pursuant to Section 4.02(v) or otherwise.

      (b) Costs incurred by the Master Servicer or by Servicers in effecting the
timely payment of taxes and assessments on the properties subject to the
Mortgage Loans may be added to the amount owing under the related Mortgage Note
where the terms of the Mortgage Note so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders. Such costs, to
the extent that they are unanticipated, extraordinary costs, and not ordinary or
routine costs shall be recoverable by the Master Servicer pursuant to Section
4.02(v).

      Section 9.07. Termination of Servicing Agreements; Successor Servicers.

      (a) The Master Servicer shall be entitled to terminate the rights and
obligations of any Servicer under the applicable Servicing Agreement in
accordance with the terms and conditions of such Servicing Agreement and without
any limitation by virtue of this Agreement; provided, however, that in the event
of termination of any Servicing Agreement by the Master Servicer or the related
Servicer, the Master Servicer shall either act as Servicer of the related
Mortgage Loans, or enter into a Servicing Agreement with a successor Servicer.

      The parties acknowledge that notwithstanding the preceding sentence, there
may be a transition period, not to exceed 90 days, in order to effect the
transfer of servicing to a successor Servicer. The Master Servicer shall be
entitled to be reimbursed from each Servicer (or by the Trust Fund, if such
Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of servicing from the predecessor servicer,
including without limitation, any costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data, as may be required by the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Master Servicer to service the Mortgage Loans properly and effectively.

      (b) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of the Servicer, if any, that it
replaces. The Master Servicer shall use reasonable efforts to have the successor
Servicer assume liability for the representations and warranties made by the
terminated Servicer in respect of the related Mortgage Loans, and in the event
of any such assumption by the successor Servicer, the Trustee or the Master
Servicer, as applicable, may, in the exercise of its business judgment, release
the terminated Servicer from liability for such representations and warranties.

      Section 9.08. Master Servicer Liable for Enforcement.


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      Notwithstanding any Servicing Agreement, the Master Servicer shall remain
obligated and liable to the Trustee and the Certificateholders in accordance
with the provisions of this Agreement, to the extent of its obligations
hereunder, without diminution of such obligation or liability by virtue of such
Servicing Agreements or arrangements. The Master Servicer shall use commercially
reasonable efforts to ensure that the Mortgage Loans are serviced in accordance
with the provisions of this Agreement and shall use commercially reasonable
efforts to enforce the provisions of each Servicing Agreement for the benefit of
the Certificateholders. The Master Servicer shall be entitled to enter into any
agreement with the Servicers for indemnification of the Master Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. Except as expressly set forth herein, the Master Servicer shall
have no liability for the acts or omissions of any Servicer in the performance
by such Servicer of its obligations under the related Servicing Agreement.

      Section 9.09. No Contractual Relationship Between Servicers and Trustee or
Depositor.

      Any Servicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Servicer in
its capacity as such and not as an originator shall be deemed to be between such
Servicer, the Seller, the Master Servicer, the Trustee and the Depositor shall
not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to such Servicer except as set forth in
Section 9.10 hereof.

      Section 9.10. Assumption of Servicing Agreement by Trustee.

      (a) In the event the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of any Event of Default under this
Agreement), after a period not to exceed ninety days after the issuance of any
notice of termination pursuant to Section 6.14 or Section 9.28, as applicable,
the Trustee shall thereupon assume all of the rights and obligations of such
Master Servicer hereunder and under each Servicing Agreement entered into with
respect to the Mortgage Loans. The Trustee, its designee or any successor master
servicer appointed by the Trustee shall be deemed to have assumed all of the
Master Servicer's interest herein and therein to the same extent as if such
Servicing Agreement had been assigned to the assuming party, except that the
Master Servicer shall not thereby be relieved of any liability or obligations of
the Master Servicer under such Servicing Agreement accruing prior to its
replacement as Master Servicer, and shall be liable to the Trustee, and hereby
agrees to indemnify and hold harmless the Trustee from and against all costs,
damages, expenses and liabilities (including reasonable attorneys' fees)
incurred by the Trustee as a result of such liability or obligations of the
Master Servicer and in connection with the Trustee's assumption (but not its
performance, except to the extent that costs or liability of the Trustee are
created or increased as a result of negligent or wrongful acts or omissions of
the Master Servicer prior to its replacement as Master Servicer) of the Master
Servicer's obligations, duties or responsibilities thereunder; provided that the
Master Servicer shall not indemnify or hold harmless the Trustee against
negligent or willful misconduct of the Trustee.

      (b) The Master Servicer that has been terminated shall, upon request of
the Trustee but at the expense of such Master Servicer or at the expense of the
Trust Fund, deliver to the assuming party all documents and records relating to
each Servicing Agreement and the related Mortgage


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Loans and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each Servicing
Agreement to the assuming party.

      Section 9.11. "Due-on-Sale" Clauses; Assumption Agreements.

      (a) To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, and to the extent
that the Master Servicer has knowledge of the conveyance of a Mortgaged
Property, the Master Servicer shall use its reasonable best efforts to cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

      (b) The Master Servicer or the related Servicer, as the case may be, shall
be entitled to approve a request from a Mortgagor for the granting of an
easement thereon in favor of another Person or any alteration or demolition of
the related Mortgaged Property if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be materially adversely affected
thereby. Any fee collected by the Master Servicer or the related Servicer for
processing such a request will be retained by the Master Servicer or such
Servicer as additional servicing compensation.

      Section 9.12. Release of Mortgage Files.

      (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan,
(ii) the receipt by the Master Servicer of a notification that payment in full
has been or will be escrowed in a manner customary for such purposes or (iii) in
the case of a Mortgage Loan as to which the related Mortgaged Property is
located in California, receipt by the Master Servicer of notification from the
Servicer that the Servicer reasonably expects that payment in full will be
received promptly, the Master Servicer will, or will cause the applicable
Servicer to, promptly notify the Trustee and the applicable Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment that are
required to be deposited in the Collection Account maintained by the Master
Servicer pursuant to Section 4.01 have been or will be so deposited) of a
Servicing Officer and shall request the applicable Custodian, to deliver to the
applicable Servicer the related Mortgage File. In lieu of sending a hard copy
certification of a Servicing Officer, the Master Servicer may, or may cause the
Servicer to, deliver the request for release in a mutually agreeable electronic
format. To the extent that such a request, on its face, originates from a
Servicing Officer, no signature shall be required. Upon receipt of such
certification and request, the Trustee or the applicable Custodian, shall
promptly release the related Mortgage File to the applicable Servicer and
neither the Trustee nor the Custodian shall have any further responsibility with
regard to such Mortgage File. The Master Servicer is authorized, and each
Servicer, to the extent such authority is delegated to such Servicer by the
Master Servicer under the applicable Servicing Agreement, is authorized, to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
without recourse) regarding the Mortgaged Property subject to the Mortgage,
which instrument


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of satisfaction or assignment, as the case may be, shall be delivered to the
Person or Persons entitled thereto against receipt therefor of such payment, it
being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account.

      (b) From time to time and as appropriate for the servicing or foreclosure
of, or other legal proceedings relating to, any Mortgage Loan and in accordance
with Accepted Servicing Practices and the applicable Servicing Agreement, the
Trustee shall execute such pleadings, request for trustee's sale or other
documents as shall be prepared and furnished to the Trustee by the Master
Servicer, or by a Servicer (in form reasonably acceptable to the Trustee) and as
are necessary to the prosecution of any such proceedings. The Trustee or the
Custodian, shall, upon request of the Master Servicer, or of a Servicer, and
delivery to the Trustee or the applicable Custodian, of a trust receipt signed
by a Servicing Officer substantially in the form annexed hereto as Exhibit C or
in the form annexed to the applicable Custodial Agreement as Exhibit C, release
the related Mortgage File held in its possession or control to the Master
Servicer (or the applicable Servicer). Such trust receipt shall obligate the
Master Servicer or applicable Servicer to return the Mortgage File to the
Trustee or Custodian, as applicable, when the need therefor by the Master
Servicer or applicable Servicer no longer exists unless (i) the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that herein above specified, the trust receipt shall be
released by the Trustee or the Custodian, as applicable, to the Master Servicer
(or the applicable Servicer) or (ii) the Mortgage File has been delivered
directly or through a Servicer to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered directly or
through a Servicer to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.

      Section 9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee.

      (a) The Master Servicer shall transmit, or cause the applicable Servicer
to transmit, to the Trustee such documents and instruments coming into the
possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee. Any funds received
by the Master Servicer or by a Servicer in respect of any Mortgage Loan or which
otherwise are collected by the Master Servicer or by a Servicer as a Subsequent
Recovery, Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage
Loan shall be held for the benefit of the Trustee and the Certificateholders
subject to the Master Servicer's right to retain or withdraw from the Collection
Account the Master Servicing Fee and other amounts provided in this Agreement,
and to the right of each Servicer to retain its Servicing Fee and other amounts
as provided in the applicable Servicing Agreement. The Master Servicer shall,
and shall (to the extent provided in the applicable Servicing Agreement) cause
each Servicer to, provide access to information and documentation regarding the
Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders
that are savings and loan associations, banks or insurance companies, the Office
of Thrift Supervision, the FDIC and the supervisory agents and examiners of such
Office and Corporation or examiners of any other federal or state banking or


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insurance regulatory authority if so required by applicable regulations of the
Office of Thrift Supervision or other regulatory authority, such access to be
afforded without charge but only upon reasonable request in writing and during
normal business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.

      (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, or each Servicer, in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from a
Subsequent Recovery, Liquidation Proceeds or Insurance Proceeds, shall be held
by the Master Servicer, or by such Servicer, for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each
Servicer shall be entitled to setoff against, and deduct from, any such funds
any amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement or the applicable Servicing Agreement and shall be
authorized to remit such funds to the Trustee in accordance with this Agreement.

      (c) The Master Servicer hereby acknowledges that concurrently with the
execution of this Agreement, the Trustee shall own or, to the extent that a
court of competent jurisdiction shall deem the conveyance of the Mortgage Loans
from the Seller to the Depositor not to constitute a sale, the Trustee shall
have a security interest in the Mortgage Loans and in all Mortgage Files
representing such Mortgage Loans and in all funds now or hereafter held by, or
under the control of, a Servicer or the Master Servicer that are collected by
such Servicer or the Master Servicer in connection with the Mortgage Loans,
whether as scheduled installments of principal and interest or as full or
partial prepayments of principal or interest or as a Subsequent Recovery,
Liquidation Proceeds or Insurance Proceeds or otherwise, and in all proceeds of
the foregoing and proceeds of proceeds (but excluding any fee or other amounts
to which such Servicer is entitled under the applicable Servicing Agreement, or
the Master Servicer or the Depositor is entitled to hereunder); and the Master
Servicer agrees that so long as the Mortgage Loans are assigned to and held by
the Trustee, all documents or instruments constituting part of the Mortgage
Files, and such funds relating to the Mortgage Loans which come into the
possession or custody of, or which are subject to the control of, the Master
Servicer or any Servicer shall be held by the Master Servicer or such Servicer
for and on behalf of the Trustee as the Trustee's agent and bailee for purposes
of perfecting the Trustee's security interest therein as provided by the
applicable Uniform Commercial Code or other laws.

      (d) The Master Servicer agrees that it shall not, and shall not authorize
any Servicer to, create, incur or subject any Mortgage Loans, or any funds that
are deposited in any custodial account, Escrow Account or the Collection
Account, or any funds that otherwise are or may become due or payable to the
Trustee, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, nor assert by legal action or otherwise any
claim or right of setoff against any Mortgage Loan or any funds collected on, or
in connection with, a Mortgage Loan.

      Section 9.14. Representations and Warranties of the Master Servicer.


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      (a) The Master Servicer hereby represents and warrants to the Depositor,
the Trustee, for the benefit of the Certificateholders, as of the Closing Date
that:

            (i) it is validly existing and in good standing under the
      jurisdiction of its formation, and as Master Servicer has full power and
      authority to transact any and all business contemplated by this Agreement
      and to execute, deliver and comply with its obligations under the terms of
      this Agreement, the execution, delivery and performance of which have been
      duly authorized by all necessary corporate action on the part of the
      Master Servicer;

            (ii) the execution and delivery of this Agreement by the Master
      Servicer and its performance and compliance with the terms of this
      Agreement will not (A) violate the Master Servicer's charter or bylaws,
      (B) violate any law or regulation or any administrative decree or order to
      which it is subject or (C) constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material contract, agreement or other
      instrument to which the Master Servicer is a party or by which it is bound
      or to which any of its assets are subject, which violation, default or
      breach would materially and adversely affect the Master Servicer's ability
      to perform its obligations under this Agreement;

            (iii) this Agreement constitutes, assuming due authorization,
      execution and delivery hereof by the other respective parties hereto, a
      legal, valid and binding obligation of the Master Servicer, enforceable
      against it in accordance with the terms hereof, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization, moratorium and
      other laws affecting the enforcement of creditors' rights in general, and
      by general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law);

            (iv) the Master Servicer is not in default with respect to any order
      or decree of any court or any order or regulation of any federal, state,
      municipal or governmental agency to the extent that any such default would
      materially and adversely affect its performance hereunder;

            (v) the Master Servicer is not a party to or bound by any agreement
      or instrument or subject to any charter provision, bylaw or any other
      corporate restriction or any judgment, order, writ, injunction, decree,
      law or regulation that may materially and adversely affect its ability as
      Master Servicer to perform its obligations under this Agreement or that
      requires the consent of any third person to the execution of this
      Agreement or the performance by the Master Servicer of its obligations
      under this Agreement;

            (vi) no litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit its entering into this Agreement or performing its obligations
      under this Agreement;


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            (vii) the Master Servicer, or an affiliate thereof the primary
      business of which is the servicing of conventional residential mortgage
      loans, is an FNMA- and FHLMC- approved seller/servicer;

            (viii) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer of or compliance by the Master Servicer
      with this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for such consents, approvals, authorizations and
      orders (if any) as have been obtained;

            (ix) the consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Master Servicer;
      and

            (x) the Master Servicer has obtained an Errors and Omissions
      Insurance Policy and a Fidelity Bond in accordance with Section 9.02, each
      of which is in full force and effect, and each of which provides at least
      such coverage as is required hereunder.

      (b) It is understood and agreed that the representations and warranties
set forth in this Section 9.14 shall survive the execution and delivery of this
Agreement. The Master Servicer shall indemnify the Depositor and the Trustee and
hold them harmless against any loss, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and other costs and expenses resulting
from any claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Master Servicer's representations and warranties
contained in Section 9.14(a). Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for special, indirect or
consequential losses or damages of any kind whatsoever (including, but not
limited to, lost profits). It is understood and agreed that the enforcement of
the obligation of the Master Servicer set forth in this Section to indemnify the
Depositor and the Trustee as provided in this Section constitutes the sole
remedy (other than as set forth in Section 6.14) of the Depositor and the
Trustee, respecting a breach of the foregoing representations and warranties.
Such indemnification shall survive any termination of the Master Servicer as
Master Servicer hereunder, and any termination of this Agreement.

      Any cause of action against the Master Servicer relating to or arising out
of the breach of any representations and warranties made in this Section shall
accrue upon discovery of such breach by either the Depositor, the Master
Servicer or the Trustee or notice thereof by any one of such parties to the
other parties.

      (c) It is understood and agreed that the representations and warranties of
the Depositor set forth in Sections 2.03(a)(i) through (vi) shall survive the
execution and delivery of this Agreement. The Depositor shall indemnify the
Master Servicer and hold it harmless against any loss, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Depositor's representations
and warranties contained in Sections 2.03(a)(i) through (vi). It is understood
and agreed that the enforcement of the obligation of the Depositor set forth in
this Section to indemnify the Master Servicer as provided in this Section
constitutes the sole remedy of the Master Servicer respecting a breach by the
Depositor of the representations and warranties in Sections 2.03(a)(i) through
(vi).


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      Any cause of action against the Depositor relating to or arising out of
the breach of the representations and warranties made in Sections 2.03(a)(i)
through (vi) shall accrue upon discovery of such breach by either the Depositor
or the Master Servicer or notice thereof by any one of such parties to the other
parties.

      Section 9.15. Closing Certificate and Opinion.

      On or before the Closing Date, the Master Servicer shall cause to be
delivered to the Depositor and Lehman Brothers Inc. an Opinion of Counsel, dated
the Closing Date, in form and substance reasonably satisfactory to the Depositor
and Lehman Brothers Inc., as to the due authorization, execution and delivery of
this Agreement by the Master Servicer and the enforceability thereof.

      Section 9.16. Standard Hazard and Flood Insurance Policies.

      For each Mortgage Loan (other than a Cooperative Loan), the Master
Servicer shall maintain, or cause to be maintained by each Servicer, standard
fire and casualty insurance and, where applicable, flood insurance, all in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. It is understood and agreed that such insurance shall
be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

      Pursuant to Section 4.01, any amounts collected by the Master Servicer, or
by any Servicer, under any insurance policies maintained pursuant to this
Section 9.16 (other than amounts to be applied to the restoration or repair of
the property subject to the related Mortgage or released to the Mortgagor in
accordance with the Master Servicer's or the Servicer's normal servicing
procedures and Accepted Servicing Practices) shall be deposited into the
Collection Account, subject to withdrawal pursuant to Section 4.02. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Section 4.02(v).

      Section 9.17. Presentment of Claims and Collection of Proceeds.

      The Master Servicer shall, or shall cause each Servicer (to the extent
provided in the applicable Servicing Agreement) to, prepare and present on
behalf of the Trustee and the Certificateholders all claims under the Insurance
Policies with respect to the Mortgage Loans, and take such actions (including
the negotiation, settlement, compromise or enforcement of the insured's claim)
as shall be necessary to realize recovery under such policies. Any proceeds
disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the
Master Servicer) in respect of such policies or bonds shall be promptly
deposited in the Collection Account upon


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receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property or release to the Mortgagor in
accordance with the Master Servicer's or the Servicer's normal servicing
procedures need not be so deposited (or remitted).

      Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.

      (a) The Master Servicer shall not take, or knowingly permit any Servicer
(consistent with the applicable Servicing Agreement) to take, any action that
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of such Master Servicer or
Servicer, would have been covered thereunder. To the extent that coverage is
available, the Master Servicer shall use its best reasonable efforts to keep in
force and effect, or to cause each Servicer to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
Policy that is in effect at the date of the initial issuance of the Certificates
and is required to be kept in force hereunder except as required by a applicable
law or in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable.

      (b) The Master Servicer agrees to present, or to cause each Servicer to
present, on behalf of the Trustee and the Certificateholders, claims to the
insurer under any Primary Mortgage Insurance Policies and, in this regard, to
take such reasonable action as shall be necessary to permit recovery under any
Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 4.01, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 4.02.

      (c) Notwithstanding anything to the contrary in this Agreement or any
Servicing Agreement, with respect to any Mortgage Loan that the Master Servicer
has designated as a Liquidated Mortgage Loan on any monthly report submitted
pursuant to Section 4.03, but as to which Insurance Proceeds from the related
Primary Mortgage Insurance Policy have not yet been received, the Master
Servicer shall make a Servicing Advance for each such Mortgage Loan equal to the
amount of the Insurance Proceeds expected to be received from the related
Primary Mortgage Insurance Policy. Such Servicing Advance shall be deposited in
the Collection Account prior to the Deposit Date in any month on which the
Master Servicer designates such Mortgage Loan as a Liquidated Mortgage Loan. The
Master Servicer shall be reimbursed for such Servicing Advance in accordance
with Section 4.02 hereof.

      Section 9.19. Trustee To Retain Possession of Certain Insurance Policies
and Documents.

      The Trustee (or its custodian, if any, as directed by the Trustee), shall
retain possession and custody of the originals of the Primary Mortgage Insurance
Policies or certificate of insurance if applicable and any certificates of
renewal as to the foregoing as may be issued from time to time as contemplated
by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has
fulfilled its


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obligations under this Agreement, the Trustee (or its custodian, if any, as
directed by the Trustee) shall also retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions of this
Agreement. The Master Servicer shall promptly deliver or cause to be delivered
to the Trustee (or its custodian, if any, as directed by the Trustee), upon the
execution or receipt thereof the originals of the Primary Mortgage Insurance
Policies and any certificates of renewal thereof, and such other documents or
instruments that constitute portions of the Mortgage File that come into the
possession of the Master Servicer from time to time.

      Section 9.20. Realization Upon Defaulted Mortgage Loans.

      The Master Servicer shall use its reasonable best efforts to, or to cause
each Servicer to, foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the
applicable Servicing Agreement. Alternatively, the Master Servicer may take, or
authorize any Servicer to take, other actions in respect of a defaulted Mortgage
Loan, which may include (i) accepting a short sale (a payoff of the Mortgage
Loan for an amount less than the total amount contractually owed in order to
facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a
short refinancing (a payoff of the Mortgage Loan for an amount less than the
total amount contractually owed in order to facilitate refinancing transactions
by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging
for a repayment plan or (iii) agreeing to a modification in accordance with
Section 9.04. In connection with such foreclosure or other conversion or action,
the Master Servicer shall, consistent with Section 9.18, follow such practices
and procedures as it shall reasonably determine to be in the best interests of
the Trust Fund and the Certificateholders and which shall be consistent with its
customary practices in performing its general mortgage servicing activities;
provided that the Master Servicer shall not be liable in any respect hereunder
if the Master Servicer is acting in connection with any such foreclosure or
other conversion or action in a manner that is consistent with the provisions of
this Agreement. Neither the Master Servicer, nor any Servicer, shall be required
to expend its own funds or incur other reimbursable charges in connection with
any foreclosure, or attempted foreclosure which is not completed, or toward the
correction of any default on a related senior mortgage loan, or towards the
restoration of any property unless it shall determine (i) that such restoration
and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to the Certificateholders after reimbursement to itself for such expenses
or charges and (ii) that such expenses and charges will be recoverable to it
through Liquidation Proceeds or Insurance Proceeds (as provided in Section
4.02).

      Section 9.21. Compensation to the Master Servicer.

      The Master Servicer shall (i) be entitled, at its election, either (a) to
pay itself the Master Servicing Fee, in respect of the Mortgage Loans out of any
Mortgagor payment on account of interest prior to the deposit of such payment in
the Collection Account it maintains or (b) to withdraw from the Collection
Account, the Master Servicing Fee to the extent permitted by Section 4.02(iv).
The Master Servicer shall also be entitled, at its election, either (a) to pay
itself the Master Servicing Fee in respect of each delinquent Mortgage Loan
master serviced by it out of Liquidation Proceeds in respect of such Mortgage
Loan or other recoveries with respect thereto to the extent permitted in Section
4.02 or (b) to withdraw from the Collection Account it


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maintains the Master Servicing Fee in respect of each Liquidated Mortgage Loan
to the extent of such Liquidation Proceeds or other recoveries, to the extent
permitted by Section 4.02. Servicing compensation in the form of assumption
fees, if any, late payment charges, as collected, if any, or otherwise shall be
retained by the Master Servicer (or the applicable Servicer) and shall not be
deposited in the Collection Account. If the Master Servicer does not retain or
withdraw the Master Servicing Fee from the Collection Account as provided
herein, the Master Servicer shall be entitled to direct the Trustee to pay the
Master Servicing Fee to such Master Servicer by withdrawal from the Certificate
Account to the extent that payments have been received with respect to the
applicable Mortgage Loan. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this Agreement.
Pursuant to Section 4.01(e), all income and gain realized from any investment of
funds in the Collection Account shall be for the benefit of the Master Servicer
as additional compensation. The provisions of this Section 9.21 are subject to
the provisions of Section 6.14(b).

      Section 9.22. REO Property.

      (a) In the event the Trust Fund acquires ownership of any REO Property in
respect of any Mortgage Loan, the deed or certificate of sale shall be issued to
the Trustee, or to its nominee, on behalf of the Certificateholders. The Master
Servicer shall use its reasonable best efforts to sell, or, to the extent
provided in the applicable Servicing Agreement, cause the applicable Servicer to
sell, any REO Property as expeditiously as possible and in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable,
but in all events within the time period, and subject to the conditions set
forth in Article X hereof. Pursuant to its efforts to sell such REO Property,
the Master Servicer shall protect and conserve, or cause the applicable Servicer
to protect and conserve, such REO Property in the manner and to such extent
required by the applicable Servicing Agreement, subject to Article X hereof.

      (b) The Master Servicer shall deposit or cause to be deposited all funds
collected and received by it, or recovered from any Servicer, in connection with
the operation of any REO Property in the Collection Account.

      (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances as well as any unpaid Master Servicing Fees or
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that (without limitation of any
other right of reimbursement that the Master Servicer or any Servicer shall have
hereunder) any such unreimbursed Advances as well as any unpaid Master Servicing
Fees or Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.

      (d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the applicable Servicer
as provided above, shall be deposited in the Collection Account on or prior to
the Determination Date in the month following receipt thereof (and the Master
Servicer shall provide prompt written notice to the Trustee upon such deposit)
and be remitted by wire transfer in immediately available funds to the Trustee
for deposit into the Certificate Account on the next succeeding Deposit Date.


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      Section 9.23. Notices to the Depositor and the Trustee.

      (a) The Master Servicer shall promptly notify the Trustee, the Sponsor and
the Depositor (i) of any legal proceedings pending against the Master Servicer
of the type described in Item 1117 (ss. 229.1117) of Regulation AB and (ii) if
the Master Servicer shall become (but only to the extent not previously
disclosed to the Master Servicer and the Depositor) at any time an affiliate of
any of the parties listed on Exhibit R to this Agreement. On or before March 1st
of each year, the Depositor shall distribute the information in Exhibit R to the
Master Servicer.

      (b) Not later than four Business Days prior to the Distribution Date of
each month, the Master Servicer shall provide to the Trustee, the Sponsor and
the Depositor notice of the occurrence of any material modifications, extensions
or waivers of terms, fees, penalties or payments relating to the Mortgage Loans
during the related Collection Period or that have cumulatively become material
over time (Item 1121(a)(11) of Regulation AB) along with all information, data,
and materials related thereto as may be required to be included in the related
Distribution Report on Form 10-D. The parties to this Agreement acknowledge that
the performance by the Master Servicer of its duties under this Section 9.23(b)
related to the timely preparation and delivery of such information is contingent
upon each applicable Servicer strictly observing all requirements and deadlines
in the performance of their duties under their related Servicing Agreements. The
Master Servicer shall have no liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare and/or timely
deliver all such information where such failure results from the Master
Servicer's inability or failure to obtain or receive, on a timely basis, any
information from any Servicer needed to prepare or deliver such information,
which failure does not result from the Master Servicer's own negligence, bad
faith or willful misconduct.

      Section 9.24. Reports to the Trustee.

      (a) Not later than 30 days after each Distribution Date, the Master
Servicer shall forward to the Trustee a statement, deemed to have been certified
by a Servicing Officer, setting forth the status of the Collection Account
maintained by the Master Servicer as of the close of business on the related
Distribution Date, indicating that all distributions required by this Agreement
to be made by the Master Servicer have been made (or if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate of deposits into and withdrawals from the Collection Account
maintained by the Master Servicer. Copies of such statement shall be provided by
the Master Servicer to the Depositor, Attention: Contract Finance, and, upon
request, any Certificateholders (or by the Trustee at the Master Servicer's
expense if the Master Servicer shall fail to provide such copies (unless (i) the
Master Servicer shall have failed to provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer's failure to provide
such statement)).

      (b) Not later than two Business Days following each Distribution Date, the
Master Servicer shall deliver to the Person designated by the Depositor, in a
format consistent with other electronic loan level reporting supplied by the
Master Servicer in connection with similar transactions, "loan level"
information with respect to the Mortgage Loans as of the related


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Determination Date, to the extent that such information has been provided to the
Master Servicer by the Servicers or by the Depositor.

      (c) All information, reports and statements prepared by the Master
Servicer under this Agreement shall be based on information supplied to the
Master Servicer by the Servicers without independent verification thereof and
the Master Servicer shall be entitled to rely on such information.

      Section 9.25. Assessment of Compliance and Attestation Reports..

      (a) Assessment of Compliance

            (i) By March 15 of each year, commencing in March 2007, the Master
      Servicer, at its own expense, shall furnish, and shall cause any Servicing
      Function Participant engaged by it to furnish, at its own expense, to the
      Sponsor, the Depositor, the Master Servicer and the Trustee, a report on
      an assessment of compliance with the Relevant Servicing Criteria that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
      party used the Servicing Criteria to assess compliance with the Relevant
      Servicing Criteria, (C) such party's assessment of compliance with the
      Relevant Servicing Criteria as of and for the fiscal year covered by the
      Form 10-K required to be filed pursuant to Section 6.20(e), including, if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and
      status thereof, and (D) a statement that a registered public accounting
      firm has issued an attestation report on such party's assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      Each such assessment, pursuant to clause (C) above, shall cover, at a
      minimum, the matters indicated as obligations with respect to such Person
      on Exhibit R attached hereto.

            (ii) When the Master Servicer (or any Servicing Function Participant
      engaged by it) submit their assessments to the Trustee and the Depositor,
      such parties will also at such time include the assessment (and
      attestation pursuant to subsection (b) of this Section 9.25) of each
      Servicing Function Participant engaged by it and shall indicate to the
      Depositor what Relevant Servicing Criteria will be addressed in any such
      reports prepared by any such Servicing Function Participant.

      Promptly after receipt of each report on assessment of compliance, the
Exchange Act Signing Party shall confirm that the assessments, taken as a whole,
address all applicable Servicing Criteria and taken individually address all of
the Relevant Servicing Criteria for each party as set forth on Exhibit R and on
any similar exhibit set forth in each Servicing Agreement in respect of each
Servicer, and each Custodial Agreement in respect of each Custodian, and shall
notify the Depositor of any exceptions.

      (b) Attestation Reports

            (i) By March 15 of each year, commencing in March 2007, the Master
      Servicer, at its own expense, shall cause, and shall cause any Servicing
      Function


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      Participant engaged by it to cause, at its own expense, a registered
      public accounting firm (which may also render other services to the Master
      Servicer) that is a member of the American Institute of Certified Public
      Accountants to furnish a report to the Sponsor, the Depositor, the Master
      Servicer and the Trustee, as applicable, to the effect that (A) it has
      obtained a representation regarding certain matters from the management of
      such party, which includes an assertion that such party has complied with
      the Relevant Servicing Criteria, and (B) on the basis of an examination
      conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to whether such party's compliance with the Relevant Servicing Criteria
      was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party's assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot
      be expressed, such registered public accounting firm shall state in such
      report why it was unable to express such an opinion. Such report must be
      available for general use and not contain restricted use language.

            (ii) Promptly after receipt of such report from the Master Servicer
      or any Servicing Function Participant engaged by such parties, the
      Exchange Act Signing Party shall confirm that each assessment submitted
      pursuant subsection (a) of this Section 9.25 is coupled with an
      attestation meeting the requirements of this Section and notify the
      Depositor of any exceptions.

      Section 9.26. Annual Statement of Compliance with Applicable Servicing
Criteria .

      (a) The Master Servicer shall deliver (and the Master Servicer shall cause
any Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
and the Trustee on or before March 15 of each year, commencing in March 2007, an
Officer's Certificate stating, as to the signer thereof, that (A) a review of
such party's activities during the preceding calendar year or portion thereof
and of such party's performance under this Agreement, or such other applicable
agreement in the case of an Additional Servicer, has been made under such
officer's supervision and (B) to the best of such officer's knowledge, based on
such review, such party has fulfilled all its obligations under this Agreement,
or such other applicable agreement in the case of an Additional Servicer, in all
material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof.

      (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer's
expense if the Master Servicer failed to provide such copies (unless (i) the
Master Servicer shall have failed to provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer's failure to provide
such statement).

      (c) The Master Servicer shall give prompt written notice to the Trustee,
the Sponsor and the Depositor of the appointment of any Subcontractor by it and
a written description (in form and substance satisfactory to the Trustee, the
Sponsor and the Depositor) of the role and function of each Subcontractor
utilized by the Master Servicer, specifying (A) the identity of each such
Subcontractor and (B) which elements of the Servicing Criteria set forth under
Item


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1122(d) of Regulation AB will be addressed in assessments of compliance provided
by each such Subcontractor.

      (d) The Master Servicer shall give prompt written notice to the Trustee,
the Depositor and the Sponsor (i) of any legal proceedings pending against the
Master Servicer of the type described in Item 1117 (ss. 229.1117) of Regulation
AB, (ii) of any merger, consolidation or sale of substantially all of the assets
of the Master Servicer and (iii) if the Master Servicer shall become (but only
to the extent not previously disclosed) at any time an affiliate of any of the
parties listed on Exhibit S to this Agreement.

      Section 9.27. Merger or Consolidation.

      Any Person into which the Master Servicer may be merged or consolidated,
or any Person resulting from any merger, conversion, other change in form or
consolidation to which the Master Servicer shall be a party, or any Person
succeeding to the business of the Master Servicer, shall be the successor to the
Master Servicer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor or resulting
Person to the Master Servicer shall be a Person that shall be qualified and
approved to service mortgage loans for FNMA or FHLMC and shall have a net worth
of not less than $15,000,000.

      Section 9.28. Resignation of Master Servicer.

      Except as otherwise provided in Sections 9.27 and 9.29 hereof, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it or the Trustee determines that the Master Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it and cannot
be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel that shall be Independent
to such effect delivered to the Trustee. In the event such determination of
ineligibility of the Master Servicer to continue in the capacity of master
servicer is made by the Master Servicer, no such resignation shall become
effective until a period of time not to exceed ninety days after the Trustee
receives written notice thereof from the Master Servicer and until the Trustee
shall have assumed, or a successor master servicer shall have been appointed by
the Trustee and until such successor shall have assumed, the Master Servicer's
responsibilities and obligations under this Agreement. Notice of such
resignation shall be given promptly by the Master Servicer to the Depositor.

      Section 9.29. Assignment or Delegation of Duties by the Master Servicer.

      (a) Except as expressly provided herein, the Master Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder; provided, however, that the Master
Servicer shall have the right without the prior written consent of the Trustee,
the Depositor or the Rating Agencies to delegate or assign to or subcontract
with or authorize or appoint an Affiliate of the Master Servicer to perform and
carry out any duties, covenants or


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obligations to be performed and carried out by the Master Servicer hereunder. In
no case, however, shall any such delegation, subcontracting or assignment to an
Affiliate of the Master Servicer relieve the Master Servicer of any liability
hereunder. Notice of such permitted assignment shall be given promptly by the
Master Servicer to the Depositor and the Trustee. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Master Servicing Fees and other compensation
payable to the Master Servicer pursuant hereto, including amounts payable to or
permitted to be retained or withdrawn by the Master Servicer pursuant to Section
9.21 hereof, shall thereafter be payable to such successor master servicer.

      (b) Notwithstanding the foregoing, for so long as reports are required to
be filed with the Commission under the Exchange Act with respect to the Trust,
the Master Servicer shall not utilize any Subcontractor for the performance of
its duties hereunder if such Subcontractor would be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB without (a)
giving notice to the Depositor and (b) requiring any such Subcontractor to
provide to the Master Servicer an attestation report as provided for in Section
9.25 and an assessment report as provided in Section 9.26, which reports the
Master Servicer shall include in its attestation and assessment reports.

      Section 9.30. Limitation on Liability of the Master Servicer and Others.

      (a) The Master Servicer undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.

      (b) No provision of this Agreement shall be construed to relieve the
Master Servicer from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that the duties
and obligations of the Master Servicer shall be determined solely by the express
provisions of this Agreement, the Master Servicer shall not be liable except for
the performance of such duties and obligations as are specifically set forth in
this Agreement; no implied covenants or obligations shall be read into this
Agreement against the Master Servicer and, in absence of bad faith on the part
of the Master Servicer, the Master Servicer may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Master Servicer and
conforming to the requirements of this Agreement.

      (c) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Trustee or the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Master
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in its
performance of its duties or by reason of reckless disregard for its obligations
and duties under this Agreement. The Master Servicer and any director, officer,
employee or agent of the Master Servicer shall be entitled to indemnification by
the Trust Fund and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of his or its
duties hereunder or by reason of reckless disregard of


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his or its obligations and duties hereunder. The Master Servicer and any
director, officer, employee or agent of the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Master Servicer shall
be under no obligation to appear in, prosecute or defend any legal action that
is not incidental to its duties to master service the Mortgage Loans in
accordance with this Agreement and that in its opinion may involve it in any
expenses or liability; provided, however, that the Master Servicer may in its
sole discretion undertake any such action that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Master
Servicer shall be entitled to be reimbursed therefor out of the Collection
Account it maintains as provided by Section 4.02. Notwithstanding anything
herein to the contrary, the Master Servicer shall have no liability for the
servicing of the Additional Collateral, including, without limitation, the
perfection, continuation, partial release, release, termination, realization
upon, substitution, foreclosure, sale, or any other matter with respect to the
Additional Collateral, or the enforcement of the Additional Collateral Servicing
Agreement.

      Section 9.31. Indemnification; Third-Party Claims.

      The Master Servicer agrees to indemnify the Depositor, the Sponsor and the
Trustee, and their respective officers, directors, agents and affiliates, and
hold each of them harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liability, fees and expenses that the Depositor, the Sponsor or the
Trustee may sustain as a result of (a) any material breach by the Master
Servicer of any if its obligations hereunder, including particularly its
obligations to provide any reports under Section 9.25(a), Section 9.25(b) or
Section 9.26 or any information, data or materials required to be included in
any Exchange Act report, (b) any material misstatement or omission in any
information, data or materials provided by the Master Servicer, or (c) the
negligence, bad faith or willful misconduct of the Master Servicer in connection
with its performance hereunder. The Depositor, the Sponsor and the Trustee shall
immediately notify the Master Servicer if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor, the
Sponsor or the Trustee to indemnification hereunder, whereupon the Master
Servicer shall assume the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim.

                                    ARTICLE X

                              REMIC ADMINISTRATION

      Section 10.01. REMIC Administration.

      (a) As set forth in the Preliminary Statement hereto, the Trustee shall
elect REMIC status in accordance with the REMIC Provisions with respect to each
REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. For


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<PAGE>

the purposes of such elections, each of the Lower Tier REMIC Regular Interests
is hereby designated as a regular interest in the Lower Tier REMIC. Each of the
Middle Tier REMIC Regular Interests is hereby designated as a regular interest
in the Middle Tier REMIC. Each Certificate, other than the Class R Certificate,
is hereby designated as a regular interest in the Upper Tier REMIC. The Class
LT-R Interest is hereby designated as the sole residual interest in the Lower
Tier REMIC. The Class MT-R Interest is hereby designated as the sole residual
interest in the Middle Tier REMIC. The UT-R Interest is hereby designated as the
sole residual interest in the Upper Tier REMIC. The Class R Certificate
evidences ownership of the Class LT-R Interest, the Class MT-R Interest and the
Class UT-R Interest.

      (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 860G(a)(9) of the Code. The "latest possible
maturity date" of each regular interest in each REMIC for purposes of Treasury
Regulation 1.860G-1(a)(4) is the Latest Possible Maturity Date.

      (c) The Trustee shall pay any and all tax related expenses (not including
taxes) of each REMIC, including but not limited to any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to such REMIC that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Trustee in fulfilling its duties hereunder (including its
duties as tax return preparer). The Trustee shall be entitled to reimbursement
of the expenses to the extent provided in clause (i) above from the Certificate
Account, but only to the extent such expenses are "unanticipated expenses" for
purposes of Treasury Regulation Section 1.860G-1(b)(3)(ii).

      (d) The Trustee shall prepare, sign and file all of each REMIC's federal
and state tax and information returns as such REMIC's direct representative. The
expenses of preparing and filing such returns shall be borne by the Trustee. If
any Disqualified Organization acquires any Ownership Interest in a Residual
Certificate, then the Trustee will upon request provide to the Internal Revenue
Service, and to the persons specified in Sections 860E(e)(3) and (6) of the
Code, such information as required in Section 860D(a)(6)(B) of the Code needed
to compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations and the Trustee will be
reimbursed by the Trust for all expenses incurred therewith.

      (e) The Trustee or its designee shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.

      (f) The Trustee, the Master Servicer and the Holders of Certificates shall
take any action or cause each REMIC to take any action necessary to create or
maintain the status of such REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee, the Master Servicer nor the Holder of any Residual Certificate
shall take any action, cause any REMIC to take any action or fail to take (or


                                      128
<PAGE>

fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) endanger the status of any REMIC as
a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but
not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee
and the Master Servicer have received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a tax.
In addition, prior to taking any action with respect to any REMIC or the assets
therein, or causing any REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee and the Master Servicer, or their
respective designees, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such
Person shall take any such action or cause any REMIC to take any such action as
to which the Trustee or the Master Servicer has advised it in writing that an
Adverse REMIC Event could occur.

      (g) Each Holder of a Residual Certificate shall pay when due any and all
taxes imposed on any REMIC by federal or state governmental authorities. To the
extent that such Trust taxes are not paid by a Residual Certificateholder, the
Trustee shall pay any remaining REMIC taxes out of current or future amounts
otherwise distributable to the Holder of the Residual Certificate or, if no such
amounts are available, out of other amounts held in the Collection Account, and
shall reduce amounts otherwise payable to holders of regular interests in such
REMIC, as the case may be.

      (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each REMIC on a calendar year and on an accrual basis.

      (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to Qualified
Substitute Mortgage Loans.

      (j) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for
services.

      (k) Upon the request of any Rating Agency, the Trustee shall deliver to
such Rating Agency an Officer's Certificate stating the Trustee's compliance
with the provisions of this Section 10.01.

      Section 10.02. Prohibited Transactions and Activities.

      Neither the Depositor, the Master Servicer nor the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of each REMIC pursuant to Article VII of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement, or (v)
a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Certificate Account for gain, nor accept any contributions to any REMIC after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, or


                                      129
<PAGE>

substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of such REMIC as a REMIC or of the
Certificates or Components, other than the Residual Certificates and Component
Certificates, as the regular interests therein, (b) affect the distribution of
interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause such REMIC to be subject to a tax on
prohibited transactions or prohibited contributions pursuant to the REMIC
Provisions.

      Section 10.03. Indemnification with Respect to Certain Taxes and Loss of
REMIC Status.

      In the event that a REMIC fails to qualify as a REMIC, loses its status as
a REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to the
negligent performance by the Trustee of its duties and obligations set forth
herein, the Trustee shall indemnify the Holder of the Residual Certificate
against any and all losses, claims, damages, liabilities or expenses ("Losses")
resulting from such negligence; provided, however, that the Trustee shall not be
liable for any such Losses attributable to the action or inaction of the Master
Servicer, the Depositor, or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Trustee
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Trustee of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).

      Section 10.04. REO Property.

      (a) Notwithstanding any other provision of this Agreement, the Master
Servicer, acting on behalf of the Trustee hereunder, shall not (except to the
extent provided in the applicable Servicing Agreement), permit any Servicer to,
rent, lease, or otherwise earn income on behalf of any REMIC with respect to any
REO Property which might cause such REO Property to fail to qualify as
"foreclosure" property within the meaning of section 860G(a)(8) of the Code or
result in the receipt by any REMIC of any "income from non-permitted assets"
within the meaning of section 860F(a)(2) of the Code or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Master Servicer has advised, or has caused the applicable Servicer to
advise, the Trustee in writing to the effect that, under the REMIC Provisions,
such action would not adversely affect the status of any REMIC as a REMIC and
any income generated for such REMIC by the REO Property would not result in the
imposition of a tax upon such REMIC.

      (b) The Master Servicer shall make, or shall cause the applicable Servicer
to make, reasonable efforts to sell any REO Property for its fair market value.
In any event, however, the Master Servicer shall, or shall cause the applicable
Servicer to, dispose of any REO Property


                                      130
<PAGE>

within three years from the end of the calendar year of its acquisition by the
Trust Fund unless the Master Servicer has received a grant of extension from the
Internal Revenue Service to the effect that, under the REMIC Provisions and any
relevant proposed legislation and under applicable state law, a REMIC may hold
REO Property for a longer period without adversely affecting the REMIC status of
such REMIC or causing the imposition of a Federal or state tax upon such REMIC.
If such an extension has been received, then (a) the Master Servicer shall
provide a copy of such extension to the Trustee and (b) the Master Servicer,
acting on behalf of the Trustee hereunder, shall, or shall cause the applicable
Servicer to, continue to attempt to sell the REO Property for its fair market
value for such period longer than three years as such extension permits (the
"Extended Period"). If the Master Servicer has not received such an extension,
or the Master Servicer is acting on behalf of the Trustee hereunder, or the
applicable Servicer is unable to sell the REO Property within 33 months after
its acquisition by the Trust Fund or if the Trustee has received such an
extension, and the Trustee, or the Master Servicer acting on behalf of the
Trustee hereunder, is unable to sell the REO Property within the period ending
three months before the close of the Extended Period, the Master Servicer shall,
or shall cause the applicable Servicer to, before the end of the three year
period or the Extended Period, as applicable, (i) purchase such REO Property at
a price equal to the REO Property's fair market value or (ii) auction the REO
Property to the highest bidder (which may be the Master Servicer) in an auction
reasonably designed to produce a fair price prior to the expiration of the
three-year period or the Extended Period, as the case may be.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      Section 11.01. Binding Nature of Agreement; Assignment.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

      Section 11.02. Entire Agreement.

      This Agreement contains the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof.

      Section 11.03. Amendment.

      (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Trustee, without notice to or the consent of any of the
Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to
conform to or be consistent with or in furtherance of the statements made with
respect to the Certificates, the Trust Fund or this Agreement in any Offering
Document; or to correct or supplement any provision herein which may be
inconsistent with any other provisions herein, (iii) to make any other
provisions with


                                      131
<PAGE>

respect to matters or questions arising under this Agreement or (iv) to add,
delete, or amend any provisions to the extent necessary or desirable to comply
with any requirements imposed by the Code and the REMIC Provisions. No such
amendment effected pursuant to the preceding sentence shall, as evidenced by an
Opinion of Counsel, adversely affect the status of any REMIC created pursuant to
this Agreement, nor shall such amendment effected pursuant to clause (iii) of
such sentence adversely affect in any material respect the interests of any
Holder. Prior to entering into any amendment without the consent of Holders
pursuant to this paragraph, the Trustee may require an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that such
amendment is permitted under this paragraph. Any such amendment shall be deemed
not to adversely affect in any material respect any Holder, if the Trustee
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce, qualify or withdraw the then current
rating assigned to the Certificates (and any Opinion of Counsel requested by the
Trustee in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).

      (b) This Agreement may also be amended from time to time by the Depositor,
the Master Servicer and the Trustee with the consent of the Holders of not less
than 66 2/3% of the Class Principal Amount (or Percentage Interest) of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders; provided,
however, that no such amendment shall be made unless the Trustee receives an
Opinion of Counsel, at the expense of the party requesting the change, that such
change will not adversely affect the status of any REMIC as a REMIC or cause a
tax to be imposed on any REMIC; and provided further, that no such amendment may
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Principal Amount (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to
consent to any such amendment without the consent of the Holders of 100% of the
Class Principal Amount (or Class Notional Amount) of each Class of Certificates
affected thereby. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.

      (c) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder,
the Depositor and to the Rating Agencies.

      (d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.

      (e) Notwithstanding anything to the contrary in any Servicing Agreement,
the Trustee shall not consent to any amendment of any Servicing Agreement unless
(i) such amendment is effected pursuant to the standards provided in this
Section with respect to amendment of this Agreement and (ii) except for a
Permitted Servicing Amendment, any such amendment pursuant


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<PAGE>

to Section 11.03(a)(iii) shall not be materially inconsistent with the
provisions of such Servicing Agreement.

      (f) Notwithstanding anything to the contrary in this Section 11.03, this
Agreement may be amended from time to time by the Depositor, the Master Servicer
and the Trustee to the extent necessary, in the judgment of the Depositor and
its counsel, to comply with the Securities Exchange Act of 1934, Regulation AB
and any related rules and regulations.

      Section 11.04. Voting Rights.

      Except to the extent that the consent of all affected Certificateholders
is required pursuant to this Agreement, with respect to any provision of this
Agreement requiring the consent of Certificateholders representing specified
percentages of aggregate outstanding Certificate Principal Amount (or Notional
Amount), Certificates owned by the Depositor, the Master Servicer, the Trustee
or any Servicer or Affiliates thereof are not to be counted so long as such
Certificates are owned by the Depositor, the Master Servicer, the Trustee or any
Servicer or Affiliates thereof.

      Section 11.05. Provision of Information.

      (a) For so long as any of the Certificates of any Series or Class are
"restricted securities" within the meaning of Rule 144(a)(3) under the Act, each
of the Depositor and the Trustee agree to cooperate with each other to provide
to any Certificateholders and to any prospective purchaser of Certificates
designated by such Certificateholder, upon the request of such Certificateholder
or prospective purchaser, any information required to be provided to such holder
or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee in
providing such information shall be reimbursed by the Depositor.

      (b) The Trustee will make available to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or documents
requested, (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D
or Form 10-K filed with the Securities and Exchange Commission pursuant to
Section 6.20(c) and (ii) a copy of any other document incorporated by reference
in the Prospectus to the extent such document is in the possession of the
Trustee. Any reasonable out-of-pocket expenses incurred by the Trustee in
providing copies of such documents shall be reimbursed by the Depositor.

      (c) On each Distribution Date, the Trustee shall make available to the
Depositor a copy of the report delivered to Certificateholders pursuant to
Section 4.03.

      Section 11.06. Governing Law.

      THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW).


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<PAGE>

      Section 11.07. Notices.

      All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered to such party at the
relevant address, facsimile number or electronic mail address set forth below
(or at such other address, facsimile number or electronic mail address as such
party may designate from time to time by written notice in accordance with this
Section 11.07): received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 745 7th Avenue, 7th Floor, New York, New York 10019,
Attention: Mark Zusy, (b) in the case of the Trustee, Citibank, N.A., 388
Greenwich Street, 14th Floor, New York, New York 10013, Attention: Agency and
Trust - SASCO 2006-3H and (c) in the case of the Master Servicer, Aurora Loan
Services LLC, 327 Inverness Drive South, Englewood, Colorado 80112, Mail Stop
Code 3195; Attention: Master Servicing or as to each party such other address as
may hereafter be furnished by such party to the other parties in writing. Any
notice required or permitted to be mailed to a Holder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.

      Section 11.08. Severability of Provisions.

      If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

      Section 11.09. Indulgences; No Waivers.

      Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any other
right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.

      Section 11.10. Headings Not To Affect Interpretation.

      The headings contained in this Agreement are for convenience of reference
only, and they shall not be used in the interpretation hereof.

      Section 11.11. Benefits of Agreement.

      Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates, any benefit or any
legal or equitable right, power, remedy or claim under this Agreement, except to
the extent specified in Section 11.14.


                                      134
<PAGE>

      Section 11.12. Special Notices to the Rating Agencies.

      (a) The Depositor shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 11.03;

            (ii) any Assignment by the Master Servicer of its rights hereunder
      or delegation of its duties hereunder;

            (iii) the occurrence of any Event of Default described in Section
      6.14;

            (iv) any notice of termination given to the Master Servicer pursuant
      to Section 6.14 and any resignation of the Master Servicer hereunder;

            (v) the appointment of any successor to any Master Servicer pursuant
      to Section 6.14; and

            (vi) the making of a final payment pursuant to Section 7.02.

      (b) All notices to the Rating Agencies provided for this Section shall be
in writing and sent by first class mail, telecopy or overnight courier, as
follows:

      If to Moody's, to:

      Moody's Investors Service, Inc.
      99 Church Street
      New York, New York  10007
      Attention: Residential Mortgage Surveillance

      If to Fitch, to:

      Fitch, Inc.
      One State Street Plaza
      New York, New York  10004

      If to S&P, to:

      Standard & Poor's
      55 Water Street
      New York, New York  10041

      (c) The Trustee shall make available to the Rating Agencies reports
prepared pursuant to Section 4.03. In addition, the Trustee shall, at the
expense of the Trust Fund, make available to each Rating Agency such information
as such Rating Agency may reasonably request regarding the Certificates or the
Trust Fund, to the extent that such information is reasonably available to the
Trustee.

      Section 11.13. Counterparts.


                                      135
<PAGE>

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute
one and the same instrument.

      Section 11.14. Transfer of Servicing.

      The Seller agrees that it shall provide written notice to the Trustee and
the Master Servicer thirty days prior to any transfer or assignment by the
Seller of its rights under any Servicing Agreement or of the servicing
thereunder or delegation of its rights or duties thereunder or any portion
thereof to any Person other than the initial Servicer under such Servicing
Agreement; provided that (i) the Seller shall not be required to provide prior
notice of any transfer of servicing that occurs within three months following
the Closing Date to an entity that is a Servicer on the Closing Date. In
addition, the ability of the Seller to transfer or assign its rights and
delegate its duties under a Servicing Agreement (other than a transfer of
servicing rights between Lehman Brothers Holdings) or to transfer the servicing
thereunder to a successor servicer shall be subject to the following conditions:

            (i) Such successor servicer must be qualified to service loans for
      FNMA or FHLMC;

            (ii) Such successor servicer must satisfy the seller/servicer
      eligibility standards in the applicable Servicing Agreement, exclusive of
      any experience in mortgage loan origination, and must be reasonably
      acceptable to the Master Servicer, whose approval shall not be
      unreasonably withheld;

            (iii) Such successor servicer must execute and deliver to the
      Trustee and the Master Servicer an agreement, in form and substance
      reasonably satisfactory to the Trustee and the Master Servicer, that
      contains an assumption by such successor servicer of the due and punctual
      performance and observance of each covenant and condition to be performed
      and observed by the applicable Servicer under the applicable Servicing
      Agreement or, in the case of a transfer of servicing to a party that is
      already a Servicer pursuant to this Agreement, an agreement to add the
      related Mortgage Loans to the Servicing Agreement already in effect with
      such Servicer;

            (iv) If the successor servicer is not a Servicer of Mortgage Loans
      at the time of such transfer, there must be delivered to the Trustee a
      letter from each Rating Agency to the effect that such transfer of
      servicing will not result in a qualification, withdrawal or downgrade of
      the then-current rating of any of the Certificates;

            (v) The Seller shall, at its cost and expense, take such steps, or
      cause the terminated Servicer to take such steps, as may be necessary or
      appropriate to effectuate and evidence the transfer of the servicing of
      the Mortgage Loans to such successor servicer, including, but not limited
      to, the following: (A) to the extent required by the terms of the Mortgage
      Loans and by applicable federal and state laws and regulations, the Seller
      shall cause the prior Servicer to timely mail to each obligor under a
      Mortgage Loan any required notices or disclosures describing the transfer
      of servicing of the Mortgage Loans to the successor servicer; (B) prior to
      the effective date of such transfer of servicing, the Seller shall cause
      the prior Servicer to transmit to any related insurer


                                      136
<PAGE>

      notification of such transfer of servicing; (C) on or prior to the
      effective date of such transfer of servicing, the Seller shall cause the
      prior Servicer to deliver to the successor servicer all Mortgage Loan
      Documents and any related records or materials; (D) on or prior to the
      effective date of such transfer of servicing, the Seller shall cause the
      prior Servicer to transfer to the successor servicer, or, if such transfer
      occurs after a Remittance Date but before the next succeeding Deposit
      Date, to the Master Servicer, all funds held by the applicable Servicer in
      respect of the Mortgage Loans; (E) on or prior to the effective date of
      such transfer of servicing, the Seller shall cause the prior Servicer to,
      after the effective date of the transfer of servicing to the successor
      servicer, continue to forward to such successor servicer, within one
      Business Day of receipt, the amount of any payments or other recoveries
      received by the prior Servicer, and to notify the successor servicer of
      the source and proper application of each such payment or recovery; and
      (F) the Seller shall cause the prior Servicer to, after the effective date
      of transfer of servicing to the successor servicer, continue to cooperate
      with the successor servicer to facilitate such transfer in such manner and
      to such extent as the successor servicer may reasonably request.


                                      137
<PAGE>

      IN WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer
have caused their names to be signed hereto by their respective officers
hereunto duly authorized as of the day and year first above written.

                                            STRUCTURED ASSET SECURITIES
                                            CORPORATION, as Depositor

                                            By:
                                               ---------------------------------
                                                Name:  Joseph J. Kelly
                                                Title: Senior Vice President

                                            CITIBANK, N.A.,
                                                 as Trustee

                                            By:
                                               ---------------------------------
                                                Name:  Karen Schluter
                                                Title: Vice President

                                            AURORA LOAN SERVICES LLC,
                                                 as Master Servicer

                                            By:
                                               ---------------------------------
                                                Name:  Linda A. Sherman
                                                Title: Senior Vice President

<PAGE>

Solely for purposes of Section 11.14,
accepted and agreed to by:

LEHMAN BROTHERS HOLDINGS INC.

By:
   ------------------------------
   Name:  Ellen Kiernan
   Title: Authorized Signatory

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                             [Intentionally omitted]


                                      A-1
<PAGE>

                                   EXHIBIT B-1

                          FORM OF INITIAL CERTIFICATION

                                                                            Date

Citibank, N.A.
388 Greenwich Street
14th Floor
New York, New York  10013

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services LLC
327 Inverness Drive South
Englewood, Colorado 80112
Mail Stop Code 3195

      Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
            among Structured Asset Securities Corporation, as Depositor, Aurora
            Loan Services LLC, as Master Servicer and Citibank, N.A., as
            Trustee, with respect to Structured Asset Securities Corporation
            Mortgage Pass-Through Certificates, Series 2006-3H

Ladies and Gentlemen:

      In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Custodian on behalf of the
Trustee, hereby certifies that it (or its custodian) has received the documents
listed in Section 2.01(b) of the Trust Agreement for each Mortgage File
pertaining to each Mortgage Loan listed on Schedule A, to the Trust Agreement,
subject to any exceptions noted on Schedule I hereto.

      Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Trust Agreement. This
Certificate is subject in all respects to the terms of Section 2.02 of the Trust
Agreement and the Trust Agreement sections cross-referenced therein.

                                              [Custodian], on behalf of
                                              CITIBANK, N.A.,
                                              as Trustee


                                              By:______________________________
                                                 Name:
                                                 Title:


                                      B-1-1
<PAGE>

                                   EXHIBIT B-2

                          FORM OF INTERIM CERTIFICATION

                                                                            Date

Citibank, N.A.
388 Greenwich Street
14th Floor
New York, New York  10013

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services LLC
327 Inverness Drive South
Englewood, Colorado 80112
Mail Stop Code 3195

      Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
            among Structured Asset Securities Corporation, as Depositor, Aurora
            Loan Services LLC, as Master Servicer and Citibank, N.A., as
            Trustee, with respect to Structured Asset Securities Corporation
            Mortgage Pass-Through Certificates, Series 2006-3H

Ladies and Gentlemen:

      In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on Schedule I hereto) it (or its custodian) has
received the applicable documents listed in Section 2.01(b) of the Trust
Agreement.

      The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents identified above and has determined that
each such document appears regular on its face and appears to relate to the
Mortgage Loan identified in such document.

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement including, but not limited
to, Section 2.02(b).

                                              [Custodian], on behalf of
                                              CITIBANK, N.A.,
                                              as Trustee

                                              By:_______________________________
                                                 Name:
                                                 Title:


                                      B-2-1
<PAGE>

                                   EXHIBIT B-3

                           FORM OF FINAL CERTIFICATION

                                                                            Date

Citibank, N.A.
388 Greenwich Street
14th Floor
New York, New York  10013

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services LLC
327 Inverness Drive South
Englewood, Colorado 80112
Mail Stop Code 3195

      Re:   Trust Agreement (the "Trust Agreement"), dated as of March 1, 2006
            among Structured Asset Securities Corporation, as Depositor, Aurora
            Loan Services LLC, as Master Servicer and Citibank, N.A., as
            Trustee, with respect to Structured Asset Securities Corporation
            Mortgage Pass-Through Certificates, Series 2006-3H

Ladies and Gentlemen:

      In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on Schedule I hereto) it (or its custodian) has
received the applicable documents listed in Section 2.01(b) of the Trust
Agreement.

      The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that each
such document appears to be complete and, based on an examination of such
documents, the information set forth in the Mortgage Loan Schedule is correct.

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement.

                                              [Custodian], on behalf of
                                              CITIBANK, N.A.,
                                              as Trustee

                                              By:_______________________________
                                                 Name:
                                                 Title:


                                      B-3-1
<PAGE>

                                   EXHIBIT B-4

                               FORM OF ENDORSEMENT

      Pay to the order of Citibank, N.A., as trustee (the "Trustee") under the
Trust Agreement dated as of March 1, 2006, among Structured Asset Securities
Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
Citibank, N.A., as Trustee relating to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2006-3H, without recourse.

                                               ---------------------------------
                                                 [current signatory on note]

                                               By:______________________________
                                                  Name:
                                                  Title:


                                      B-4-1
<PAGE>

                                    EXHIBIT C

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

                                                                            Date

[Addressed to Trustee
or, if applicable, custodian]

      In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of March 1, 2006 among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee (the "Trust Agreement"), the
undersigned Master Servicer hereby requests a release of the Mortgage File held
by you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

      Mortgagor's Name:

      Address:

      Loan No.:

      Reason for requesting file:

1.    Mortgage Loan paid in full. (The Master Servicer hereby certifies that all
      amounts received in connection with the loan have been or will be credited
      to the Collection Account or the Certificate Account (whichever is
      applicable) pursuant to the Trust Agreement.)

2.    The Mortgage Loan is being foreclosed.

3.    Mortgage Loan substituted. (The Master Servicer hereby certifies that a
      Qualifying Substitute Mortgage Loan has been assigned and delivered to you
      along with the related Mortgage File pursuant to the Trust Agreement.)

4.    Mortgage Loan repurchased. (The Master Servicer hereby certifies that the
      Purchase Price has been credited to the Collection Account or the
      Certificate Account (whichever is applicable) pursuant to the Trust
      Agreement.)

5.    Other. (Describe)

      The undersigned acknowledges that the above Mortgage File will be held by
the undersigned in accordance with the provisions of the Trust Agreement and
will be returned to you within ten (10) days of our receipt of the Mortgage
File, except if the Mortgage Loan has


                                      C-1
<PAGE>

been paid in full, or repurchased or substituted for a Qualifying Substitute
Mortgage Loan (in which case the Mortgage File will be retained by us
permanently) and except if the Mortgage Loan is being foreclosed (in which case
the Mortgage File will be returned when no longer required by us for such
purpose).

      Capitalized terms used herein shall have the meanings ascribed to them in
the Trust Agreement.

                                           _____________________________________
                                                [Name of Master Servicer]

                                           By:__________________________________
                                              Name:
                                              Title: Servicing Officer


                                      C-2
<PAGE>

                                   EXHIBIT D-1

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

      [NAME OF OFFICER], _________________ being first duly sworn, deposes and
says:

That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_______________________ [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.

1.    That the Purchaser's Taxpayer Identification Number is ______________.

2.    That the Purchaser is not a "disqualified organization" within the meaning
      of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
      (the "Code") and will not be a "disqualified organization" as of
      __________________ [date of transfer], and that the Purchaser is not
      acquiring a Residual Certificate (as defined in the Agreement) for the
      account of, or as agent (including a broker, nominee, or other middleman)
      for, any person or entity from which it has not received an affidavit
      substantially in the form of this affidavit. For these purposes, a
      "disqualified organization" means the United States, any state or
      political subdivision thereof, any foreign government, any international
      organization, any agency or instrumentality of any of the foregoing (other
      than an instrumentality if all of its activities are subject to tax and a
      majority of its board of directors is not selected by such governmental
      entity), any cooperative organization furnishing electric energy or
      providing telephone service to persons in rural areas as described in Code
      Section 1381(a)(2)(C), any "electing large partnership" within the meaning
      of Section 775 of the Code, or any organization (other than a farmers'
      cooperative described in Code Section 521) that is exempt from federal
      income tax unless such organization is subject to the tax on unrelated
      business income imposed by Code Section 511.

3.    That the Purchaser is not, and on _______________ [date of transfer] will
      not be, an employee benefit plan or arrangement subject to Title I of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
      plan subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended (the "Code") or a plan subject to any provisions under any
      federal, state, local, non-U.S. or other laws or regulations that are
      substantively similar to the foregoing provisions of ERISA or the Code
      (collectively, a "Plan"), and is not directly or indirectly acquiring the
      Residual Certificate for, on behalf of or with any assets of any such
      Plan.


                                     D-1-1
<PAGE>

4.    That the Purchaser hereby acknowledges that under the terms of the Trust
      Agreement (the "Agreement") among Structured Asset Securities Corporation,
      Citibank, N.A., as Trustee and Aurora Loan Services LLC, as Master
      Servicer, dated as of March 1, 2006, no transfer of a Residual Certificate
      shall be permitted to be made to any person unless the Depositor and the
      Trustee have received a certificate from such transferee containing the
      representations in paragraphs 2, 3 and 4 hereof.

5.    That the Purchaser does not hold REMIC residual securities as nominee to
      facilitate the clearance and settlement of such securities through
      electronic book-entry changes in accounts of participating organizations
      (such entity, a "Book-Entry Nominee").

6.    That the Purchaser does not have the intention to impede the assessment or
      collection of any federal, state or local taxes legally required to be
      paid with respect to such Residual Certificate, and that the Purchaser has
      provided financial statements or other financial information requested by
      the transferor in connection with the transfer of the Residual Certificate
      in order to permit the transferor to assess the financial capability of
      the Purchaser to pay such taxes.

7.    That the Purchaser will not transfer a Residual Certificate to any person
      or entity (i) as to which the Purchaser has actual knowledge that the
      requirements set forth in paragraph 2, paragraph 5 or paragraph 9 hereof
      are not satisfied or that the Purchaser has reason to believe does not
      satisfy the requirements set forth in paragraph 6 hereof, and (ii) without
      obtaining from the prospective Purchaser an affidavit substantially in
      this form and providing to the Trustee a written statement substantially
      in the form of Exhibit D-2 to the Agreement.

8.    That the Purchaser understands that, as the holder of a Residual
      Certificate, the Purchaser may incur tax liabilities in excess of any cash
      flows generated by the interest and that it intends to pay taxes
      associated with holding such Residual Certificate as they become due.

9.    That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that
      holds a Residual Certificate in connection with the conduct of a trade or
      business within the United States and has furnished the transferor and the
      Trustee with an effective Internal Revenue Service Form W-8 ECI
      (Certificate of Foreign Person's Claim for Exemption From Withholding on
      Income Effectively Connected with the Conduct of a Trade or Business in
      the United States) or successor form at the time and in the manner
      required by the Code. "Non-U.S. Person" means any person other than (i) a
      citizen or resident of the United States; (ii) a corporation (or entity
      treated as a corporation for tax purposes) created or organized in the
      United States or under the laws of the United States or of any state
      thereof, including, for this purpose, the District of Columbia; (iii) a
      partnership (or entity treated as a partnership for tax purposes)
      organized in the United States or under the laws of the United States or
      of any state thereof, including, for this purpose, the District of
      Columbia (unless provided otherwise by future Treasury regulations); (iv)
      an estate whose income is includible in gross income for United States
      income tax purposes regardless of its source; (v) a trust, if a court
      within the United States is able to exercise primary supervision over the
      administration of the trust and one or more U.S. Persons


                                     D-1-2
<PAGE>

      have authority to control all substantial decisions of the trust or; (vi)
      and, to the extent provided in Treasury regulations, certain trusts in
      existence prior to August 20, 1996 that are treated as United States
      persons prior to such date and elect to continue to be treated as United
      States persons.

10.   That the Purchaser agrees to such amendments of the Trust Agreement as may
      be required to further effectuate the restrictions on transfer of any
      Residual Certificate to such a "disqualified organization," an agent
      thereof, a Book-Entry Nominee, or a person that does not satisfy the
      requirements of paragraph 6 and paragraph 9 hereof.

11.   That the Purchaser consents to the designation of the Trustee as its agent
      to act as "tax matters person" of the Trust Fund pursuant to the Trust
      Agreement.

      Terms used in this transfer affidavit which are not otherwise defined
herein have the respective meanings assigned thereto in the Trust Agreement.


                                      D-1-3
<PAGE>

      IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________, 20__.

                                              __________________________________
                                                   [name of Purchaser]

                                              By:_______________________________
                                                 Name:
                                                 Title:

      Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

      Subscribed and sworn before me this _____ day of __________, 20__.

NOTARY PUBLIC

_________________________________

COUNTY OF______________________

STATE OF_______________________

My commission expires the _____ day of __________, 20__.


                                     D-1-4
<PAGE>

                                   EXHIBIT D-2

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

                                                             ___________________
                                                                            Date

      Re:   Structured Asset Securities Corporation Mortgage Pass-Through
            Certificates, Series 2006-3H

      _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 6 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

                                                 Very truly yours,

                                                 -------------------------------
                                                 Name:
                                                 Title:


                                     D-2-1
<PAGE>

                                    EXHIBIT E

                              SERVICING AGREEMENTS

                       [See Exhibit 99.5 and Exhibit 99.6]


                                      E-1
<PAGE>

                                    EXHIBIT F

                     FORM OF RULE 144A TRANSFER CERTIFICATE

      Re:   Structured Asset Securities Corporation Mortgage Pass-Through
            Certificates, Series 2006-3H

      Reference is hereby made to the Trust Agreement (the "Trust Agreement"),
dated as of March 1, 2006 among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services LLC, as Master Servicer and Citibank, N.A., as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Trust Agreement.

      This letter relates to $_________ initial Certificate Principal Amount of
Class Certificates which are held in the form of Definitive Certificates
registered in the name of (the "Transferor"). The Transferor has requested a
transfer of such Definitive Certificates for Definitive Certificates of such
Class registered in the name of [insert name of transferee].

      In connection with such request, and in respect of such Certificates, the
Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Trust Agreement
and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
that the Transferor reasonably believes is a "qualified institutional buyer"
within the meaning of Rule 144A purchasing for its own account or for the
account of a "qualified institutional buyer", which purchaser is aware that the
sale to it is being made in reliance upon Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Placement Agent and the Depositor.

                                              __________________________________
                                                   [Name of Transferor]

                                              By:_______________________________
                                                   Name:
                                                   Title:

Dated: __________________, ________


                                      F-1
<PAGE>

                                    EXHIBIT G

                         FORM OF PURCHASER'S LETTER FOR
                       INSTITUTIONAL ACCREDITED INVESTORS

                                                              __________________
                                                                            Date

Dear Sirs:

      In connection with our proposed purchase of $______________ principal
amount of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2006-3H (the "Privately Offered Certificates") of
Structured Asset Securities Corporation (the "Depositor") which are held in the
form of Definitive Certificates, we confirm that:

1.    We understand that the Privately Offered Certificates have not been, and
      will not be, registered under the Securities Act of 1933, as amended (the
      "Securities Act"), and may not be sold except as permitted in the
      following sentence. We agree, on our own behalf and on behalf of any
      accounts for which we are acting as hereinafter stated, that if we should
      sell any Privately Offered Certificates within two years of the later of
      the date of original issuance of the Privately Offered Certificates or the
      last day on which such Privately Offered Certificates are owned by the
      Depositor or any affiliate of the Depositor (which includes the Placement
      Agent) we will do so only (A) to the Depositor, (B) to "qualified
      institutional buyers" (within the meaning of Rule 144A under the
      Securities Act) in accordance with Rule 144A under the Securities Act
      ("QIBs"), (C) pursuant to the exemption from registration provided by Rule
      144 under the Securities Act, or (D) to an institutional "accredited
      investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
      Regulation D under the Securities Act that is not a QIB (an "Institutional
      Accredited Investor") which, prior to such transfer, delivers to the
      Trustee under the Trust Agreement (the "Trust Agreement"), dated as of
      March 1, 2006 among Structured Asset Securities Corporation, as Depositor,
      Aurora Loan Services LLC, as Master Servicer and Citibank, N.A., as
      Trustee, a signed letter in the form of this letter; and we further agree,
      in the capacities stated above, to provide to any person purchasing any of
      the Privately Offered Certificates from us a notice advising such
      purchaser that resales of the Privately Offered Certificates are
      restricted as stated herein.

2.    We understand that, in connection with any proposed resale of any
      Privately Offered Certificates to an Institutional Accredited Investor, we
      will be required to furnish to the Trustee and the Depositor a
      certification from such transferee in the form hereof to confirm that the
      proposed sale is being made pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act. We further understand that the Privately Offered
      Certificates purchased by us will bear a legend to the foregoing effect.


                                      G-1
<PAGE>

3.    If we are acquiring an ERISA-Restricted Certificate, we are not a Plan and
      we are not acquiring the ERISA-Restricted Certificate for, on behalf of or
      with any assets of a Plan, except as may be permitted pursuant to Section
      3.03(d) of the Trust Agreement.

4.    We are an Institutional Accredited Investor and we are acquiring the
      Privately Offered Certificates purchased by us for our own account or for
      one or more accounts (each of which is an Institutional Accredited
      Investor) as to each of which we exercise sole investment discretion.

5.    We have received such information as we deem necessary in order to make
      our investment decision.

      Terms used in this letter which are not otherwise defined herein have the
respective meanings assigned thereto in the Trust Agreement.


                                      G-2
<PAGE>

      You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                              Very truly yours,

                                              __________________________________
                                                   [Purchaser]

                                              By________________________________
                                                 Name:
                                                 Title:


                                      G-3
<PAGE>

                                    EXHIBIT H

                        FORM OF ERISA TRANSFER AFFIDAVIT

STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

      The undersigned, being first duly sworn, deposes and says as follows:

1.    The undersigned is the ______________________ of (the "Investor"), a
      [corporation duly organized] and existing under the laws of __________, on
      behalf of which he makes this affidavit.

2.    The Investor (A) is not, and on _______________ [date of transfer] will
      not be, an employee benefit plan or arrangement subject to Title I of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
      plan subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended (the "Code") or a plan subject to any provisions under any
      federal, state, local, non-U.S. or other laws or regulations that are
      substantively similar to the foregoing provisions of ERISA or the Code
      ("Similar Law") (collectively, a "Plan"), and is not directly or
      indirectly acquiring the Certificate for, on behalf of or with any assets
      of any such Plan, (B) if the Certificate has been the subject of an
      ERISA-Qualifying Underwriting, is an insurance company that is acquiring
      the Certificate with assets of an "insurance company general account" as
      defined in Section V(E) of Prohibited Transaction Class Exemption ("PTCE")
      95-60 and the acquisition and holding of the Certificate are covered and
      exempt under Sections I and III of PTCE 95-60, or (C) solely in the case
      of a Definitive Certificate, shall herewith deliver an Opinion of Counsel
      satisfactory to the Trustee, and upon which the Trustee shall be entitled
      to rely, to the effect that the acquisition and holding of such
      Certificate by the Investor will not result in a nonexempt prohibited
      transaction under Title I of ERISA or Section 4975 of the Code, or a
      violation of Similar Law, and will not subject the Trustee, the Master
      Servicer, the Certificate Registrar, any Servicer or the Depositor to any
      obligation in addition to those undertaken by such entities in the Trust
      Agreement, which Opinion of Counsel shall not be an expense of the
      Trustee, the Master Servicer, the Certificate Registrar, any Servicer or
      the Depositor.

3.    The Investor hereby acknowledges that under the terms of the Trust
      Agreement (the "Agreement") among Structured Asset Securities Corporation,
      as Depositor, Aurora Loan Services LLC, as Master Servicer and Citibank,
      N.A., as Trustee, dated as of March 1, 2006, no transfer of the
      ERISA-Restricted Certificates (other than the Class R Certificate) shall
      be permitted to be made to any person unless the Depositor and Trustee
      have received a certificate from such transferee in the form hereof.

4.    Capitalized terms used but not defined herein shall have the meanings
      given to such terms in the Trust Agreement.


                                      H-1
<PAGE>

      IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to proper authority, by its duly authorized officer,
duly attested, this ____ day of _______________, 20__.

                                              __________________________________
                                                   [Investor]

                                              By:_______________________________
                                                  Name:
                                                  Title:

ATTEST:

___________________________

STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

      Personally appeared before me the above-named ___________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the _________________ of the Investor, and acknowledged that he executed
the same as his free act and deed and the free act and deed of the Investor.

      Subscribed and sworn before me this _____ day of ___________ 20___.

                                              __________________________________
                                              NOTARY PUBLIC

                                              My commission expires the
                                              ____ day of __________, 20__.


                                      H-2
<PAGE>

                                    EXHIBIT I

                            MONTHLY REMITTANCE ADVICE

                             [Intentionally Omitted]


                                      I-1
<PAGE>

                                    EXHIBIT J

                      MONTHLY ELECTRONIC DATA TRANSMISSION
                             [Intentionally Omitted]


                                      J-1
<PAGE>

                                    EXHIBIT K

                              CUSTODIAL AGREEMENTS

                             [Intentionally omitted]


                                      K-1
<PAGE>

                                    EXHIBIT L

                             [Intentionally omitted]


                                      L-1
<PAGE>

                                    EXHIBIT M

                             [INTENTIONALLY OMITTED]


                                      M-1
<PAGE>

                                   EXHIBIT N-1

                          FORM OF TRANSFER CERTIFICATE
                  FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
                         TO REGULATION S GLOBAL SECURITY
                     (Transfers pursuant to ss. 3.03(h)(ii)
                                of the Agreement)

      Re:   Structured Asset Securities Corporation Mortgage Loan Trust Mortgage
            Pass-Through Certificates, Series 2006-3H

      Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee, dated as of March 1, 2006.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Agreement.

      This letter relates to U.S. $ aggregate principal amount of Securities
which are held in the form of a Restricted Global Security with DTC in the name
of [name of transferor] (the "Transferor") to effect the transfer of the
Securities in exchange for an equivalent beneficial interest in a Regulation S
Global Security.

      In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Agreement and the Securities and in accordance with Rule 904 of
Regulation S, and that:

            a. the offer of the Securities was not made to a person in the
            United States;

            b. at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
            its behalf reasonably believed that the transferee was outside the
            United States;

            c. no directed selling efforts have been made in contravention of
            the requirements of Rule 903 or 904 of Regulation S, as applicable;

            d. the transaction is not part of a plan or scheme to evade the
            registration requirements of the United States Securities Act of
            1933, as amended; and

            e. the transferee is not a U.S. person (as defined in Regulation S).


                                      N-1-1
<PAGE>

      You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

      [Name of Transferor]

      By:
                                                          Name:
      Title:

Date:_____________,


                                     N-1-2
<PAGE>

                                   EXHIBIT N-2

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                        FROM REGULATION S GLOBAL SECURITY
                          TO RESTRICTED GLOBAL SECURITY
                     (Transfers pursuant to ss. 3.03(h)(iii)
                                of the Agreement)

      Re:   Structured Asset Securities Corporation Mortgage Pass-Through
            Certificates, Series 2006-3H

      Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC,
as Master Servicer and Citibank, N.A., as Trustee, dated as of March 1, 2006.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Agreement.

      This letter relates to U.S. $ aggregate principal amount of Securities
which are held in the form of a Regulations S Global Security in the name of
[name of transferor] (the "Transferor") to effect the transfer of the Securities
in exchange for an equivalent beneficial interest in a Restricted Global
Security.

      In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and the
Securities and (ii) Rule 144A under the United States Securities Act of 1933, as
amended, to a transferee that the Transferor reasonably believes is purchasing
the Securities for its own account or an account with respect to which the
transferee exercises sole investment discretion, the transferee and any such
account is a qualified institutional buyer within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other
jurisdiction.


      [Name of Transferor]

                                           By:
                                              Name:
                                              Title:


                                     N-2-1
<PAGE>

                                    EXHIBIT O

                             [Intentionally Omitted]


                                      0-1
<PAGE>

                                    EXHIBIT P

                             [Intentionally Omitted]


                                      P-1
<PAGE>

                                    EXHIBIT Q
                          FORM OF BACK-UP CERTIFICATION

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services LLC
327 Inverness Drive South
Englewood, Colorado 80112

      Re:   Structured Asset Securities Corporation, Mortgage Pass-Through
            Certificates, Series 2006-3H

      Reference is made to the Trust Agreement dated as of March 1, 2006 (the
"Trust Agreement"), by and among Citibank, N.A. (the "Trustee"), Aurora Loan
Services LLC, as master servicer (the "Master Servicer"), and Structured Asset
Securities Corporation, as depositor (the "Depositor"). The Trustee hereby
certifies to the Depositor and the Master Servicer, and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

      (i)   The Trustee has reviewed the annual report on Form 10-K for the
            fiscal year [ ], and all reports on Form 10-D containing
            distribution reports filed in respect of periods included in the
            year covered by that annual report, relating to the above-referenced
            trust;

      (ii)  Based solely upon the information provided to us pursuant to
            Section 6.20(d) and 6.20(e) and the information provided by us
            pursuant to Section 6.20(d) and 6.20(e), the information set forth
            in the reports referenced in (i) above does not contain any untrue
            statement of material fact; and

      (iii) Based on my knowledge, the distribution information required to be
            provided by the Trustee under the Trust Agreement is included in
            these reports.

Date:

                                              Citibank, N.A., as Trustee

                                              By:    ___________________________
                                              Name:  ___________________________
                                              Title: ___________________________


                                      Q-1
<PAGE>

                                    EXHIBIT R

       FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED
                     IN REPORT ON ASSESSMENT OF COMPLIANCE

To:

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Lehman Brothers Holdings Inc.
745 7th Avenue, 7th Floor
New York, New York 10019

Reference is made to that certain Trust Agreement dated as of March 1, 2006
(the "Agreement"), by and among Citibank, N.A. (the "Trustee"), Aurora Loan
Services LLC, as master servicer (the "Master Servicer"), and Structured Asset
Securities Corporation, as depositor (the "Depositor") with respect to Lehman
Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-1. This
certification is delivered pursuant to Section 6.01(j) of the
Agreement. Capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Agreement.

_________________________, the undersigned, a duly authorized _______________ of
the [Trustee] [Master Servicer], does hereby certify that the assessment of
compliance to be delivered by the [Trustee] [Master Servicer] shall address, at
a minimum, the criteria identified below as "Applicable Servicing Criteria" as
identified by a mark in the column titled "Applicable Servicing Criteria."

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
<S>                <C>                                     <C>                                    <C>
                    General Servicing  Considerations
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(i)       Policies and procedures are                                                    X
                    instituted to monitor any
                    performance or other triggers and
                    events of default in accordance
                    with the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)      If any material servicing                    If applicable for a               X
                    activities are outsourced to third        transaction participant
                    parties, policies and procedures
                    are instituted to monitor the
                    third party's performance and
                    compliance with such servicing
                    activities.
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iii)     Any requirements in the                                                        X
                    transaction agreements to maintain
                    a back-up servicer for the pool
                    assets are maintained.
-----------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)      A fidelity bond and errors and                                                 X
                    omissions policy is in effect on
                    the party participating in the
                    servicing
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       R-1
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
<S>                <C>                                     <C>                                    <C>
                    function throughout the reporting
                    period in the amount of coverage
                    required by and otherwise in
                    accordance with the terms of the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
                    Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(i)       Payments on pool assets are                       X                            X
                    deposited into the appropriate
                    custodial bank accounts and
                    related bank clearing accounts no
                    more than two business days
                    following receipt, or such other
                    number of days specified in the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(ii)      Disbursements made via wire                       X                            X
                    transfer on behalf of an obligor
                    or to an investor are made only by
                    authorized personnel.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iii)     Advances of funds or guarantees                                                X
                    regarding collections, cash flows
                    or distributions, and any interest
                    or other fees charged for such
                    advances, are made, reviewed and
                    approved as specified in the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(iv)      The related accounts for the                      X                            X
                    transaction, such as cash reserve
                    accounts or accounts established
                    as a form of over
                    collateralization, are separately
                    maintained (e.g., with respect to
                    commingling of cash) as set forth
                    in the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(v)       Each custodial account is                         X*                           X
                    maintained at a federally insured
                    depository institution as set
                    forth in the transaction
                    agreements. For purposes of this
                    criterion, "federally insured
                    depository institution" with
                    respect to a foreign financial
                    institution means a foreign
                    financial institution that meets
                    the requirements of Rule
                    13k-1(b)(1) of the Securities
                    Exchange Act.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)      Unissued checks are safeguarded so                                             X
                    as to prevent unauthorized access.
-----------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)     Reconciliations are prepared on a                 X                            X
                    monthly basis for all asset-backed
                    securities related bank accounts,
                    including custodial accounts and
                    related bank clearing accounts.
                    These reconciliations are (A)
                    mathematically accurate; (B)
                    prepared within 30 calendar days
                    after the bank statement cutoff date,
                    or such other number of days
                    specified in the transaction agreements;
                    (C) reviewed and approved by someone
                    other than the person who prepared the
                    reconciliation; and (D) contain
                    explanations for reconciling items.
                    These reconciling items are resolved
                    within 90 calendar days of their
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       R-2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
<S>                <C>                                     <C>                                    <C>
                    original identification, or such other
                    number of days specified in the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
                    Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(i)       Reports to investors, including                   X                            X
                    those to be filed with the
                    Commission, are maintained in
                    accordance with the transaction
                    agreements and applicable
                    Commission requirements.
                    Specifically, such reports (A)
                    are prepared in accordance with
                    timeframes and other terms set
                    forth in the transaction agreements;
                    (B) provide information calculated
                    in accordance with the terms
                    specified in the transaction
                    agreements; (C) are filed with the
                    Commission as required by its rules
                    and regulations; and (D) agree with
                    investors' or the trustee's records
                    as to the total unpaid principal
                    balance and number of Pool Assets
                    serviced by the Servicer.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(ii)      Amounts due to investors are                      X                            X
                    allocated and remitted in
                    accordance with timeframes,
                    distribution priority and other
                    terms set forth in the transaction
                    agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iii)     Disbursements made to an investor                 X
                    are posted within two business
                    days to the Servicer's investor
                    records, or such other number of
                    days specified in the transaction
                    agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(3)(iv)      Amounts remitted to investors per                 X                            X
                    the investor reports agree with
                    cancelled checks, or other form of
                    payment, or custodial bank
                    statements.
-----------------------------------------------------------------------------------------------------------
                    Pool Asset Administration
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(i)       Collateral or security on pool
                    assets is maintained as required
                    by the transaction agreements or
                    related pool asset documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)      Pool assets and related documents
                    are safeguarded as required by the
                    transaction agreements
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)     Any additions, removals or                        X*
                    substitutions to the asset pool
                    are made, reviewed and approved in
                    accordance with any conditions or
                    requirements in the transaction
                    agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)      Payments on pool assets, including
                    any payoffs, made in accordance
                    with the related pool asset
                    documents are posted to the
                    Servicer's obligor records
                    maintained no more than two
                    business days after receipt, or
                    such other number of days
                    specified in the transaction
                    agreements, and allocated
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       R-3
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
<S>                <C>                                     <C>                                    <C>
                    to principal, interest or other items
                    (e.g., escrow) in accordance with
                    the related pool asset documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(v)       The Servicer's records regarding the pool assets agree with
                    the Servicer's records with respect to an obligor's unpaid
                    principal balance.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vi)      Changes with respect to the terms                                              X
                    or status of an obligor's pool
                    assets (e.g., loan modifications
                    or re-agings) are made, reviewed
                    and approved by authorized
                    personnel in accordance with the
                    transaction agreements and related
                    pool asset documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(vii)     Loss mitigation or recovery                                                    X
                    actions (e.g., forbearance plans,
                    modifications and deeds in lieu of
                    foreclosure, foreclosures and
                    repossessions, as applicable) are
                    initiated, conducted and concluded
                    in accordance with the timeframes
                    or other requirements established
                    by the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)    Records documenting collection
                    efforts are maintained during the
                    period a pool asset is delinquent
                    in accordance with the transaction
                    agreements. Such records are
                    maintained on at least a monthly
                    basis, or such other period
                    specified in the transaction
                    agreements, and describe the
                    entity's activities in monitoring
                    delinquent pool assets including,
                    for example, phone calls, letters
                    and payment rescheduling plans in
                    cases where delinquency is deemed
                    temporary (e.g., illness or
                    unemployment).
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)      Adjustments to interest rates or
                    rates of return for pool assets
                    with variable rates are computed
                    based on the related pool asset
                    documents.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(x)       Regarding any funds held in trust
                    for an obligor (such as escrow
                    accounts): (A) such funds are
                    analyzed, in accordance with the
                    obligor's pool asset documents, on
                    at least an annual basis, or such
                    other period specified in the
                    transaction agreements; (B)
                    interest on such funds is paid, or
                    credited, to obligors in
                    accordance with applicable pool
                    asset documents and state laws;
                    and (C) such funds are returned to
                    the obligor within 30 calendar
                    days of full repayment of the
                    related pool assets, or such other
                    number of days specified in the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xi)      Payments made on behalf of an                                                  X
                    obligor (such as tax or insurance
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       R-4
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Reg AB Reference    Servicing Criteria                              Trustee                 Master Servicer
-----------------------------------------------------------------------------------------------------------
<S>                <C>                                     <C>                                    <C>
                    payments) are made on or before
                    the related penalty or expiration
                    dates, as indicated on the
                    appropriate bills or notices for
                    such payments, provided that such
                    support has been received by the
                    servicer at least 30 calendar days
                    prior to these dates, or such
                    other number of days specified in
                    the transaction agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xii)     Any late payment penalties in                                                  X
                    connection with any payment to be
                    made on behalf of an obligor are
                    paid from the Servicer's funds and
                    not charged to the obligor, unless
                    the late payment was due to the
                    obligor's error or omission.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii)    Disbursements made on behalf of an                                             X
                    obligor are posted within two
                    business days to the obligor's
                    records maintained by the
                    servicer, or such other number of
                    days specified in the transaction
                    agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv)     Delinquencies, charge-offs and                                                 X
                    uncollectible accounts are
                    recognized and recorded in
                    accordance with the transaction
                    agreements.
-----------------------------------------------------------------------------------------------------------
1122(d)(4)(xv)      Any external enhancement or other                 X*
                    support, identified in Item
                    1114(a)(1) through (3) or Item
                    1115 of Regulation AB, is
                    maintained as set forth in the
                    transaction agreements.
-----------------------------------------------------------------------------------------------------------
</TABLE>

*Subject to clarification from the Securities and Exchange Commission


                                       R-5
<PAGE>

                                    EXHIBIT S

                               TRANSACTION PARTIES

Sponsor and Seller: Lehman Brothers Holdings Inc.

Depositor: Structured Asset Securities Corporation

Trustee: Citibank, N.A.

Securities Administrator: N/A

Master Servicer: Aurora Loan Services LLC

Servicer(s): Aurora Loan Services LLC, Countrywide Home Loans Servicing LP, GMAC
Mortgage Corporation, SunTrust Mortgage Company and Wells Fargo Bank, N.A.

Originator(s): Lehman Brothers Bank FSB, Countrywide Home Loans Servicing LP,
HSBC Mortgage Corporation (USA), SunTrust Mortgage Company and Wells Fargo Bank,
N.A..

Custodian(s): U.S. Bank National Association and Wells Fargo Bank, N.A.


                                       S-1
<PAGE>

                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [Intentionally omitted]