EXECUTION

    

     

     

     

     

    AMENDED
      AND RESTATED TRUST AGREEMENT

    


    


    among

     

    


    STRUCTURED
      ASSET SECURITIES CORPORATION,

    as
      Depositor,

     

    


    WILMINGTON
      TRUST COMPANY,

    as
      Owner
      Trustee

    


    


    and

    


    


    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

     

    


    Dated
      February 27, 2007

     

    


    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1

    MORTGAGE-BACKED
      NOTES, SERIES 2007-1



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

    


    Page

    
      	 	 
	
              ARTICLE
                I DEFINITIONS

            
	 	 
	
              Section
                1.01. Definitions.

            	
              1

            
	
              Section
                1.02. Other Definitional Provisions.

            	
              5

            
	 	 
	
              ARTICLE
                II ORGANIZATION

            
	 	 
	
              Section
                2.01. Name.

            	
              6

            
	
              Section
                2.02. Office.

            	
              6

            
	
              Section
                2.03. Purpose and Powers.

            	
              6

            
	
              Section
                2.04. Appointment of the Owner Trustee.

            	
              7

            
	
              Section
                2.05. Initial Capital Contribution; Declaration of Trust.

            	
              7

            
	
              Section
                2.06. Initial Beneficiary.

            	
              7

            
	
              Section
                2.07. Liability of the Holders of the Ownership
                Certificates.

            	
              7

            
	
              Section
                2.08. Situs of Trust.

            	
              7

            
	
              Section
                2.09. Title to Trust Property.

            	
              8

            
	
              Section
                2.10. Representations and Warranties of the Depositor.

            	
              8

            
	
              Section
                2.11. Tax Treatment.

            	
              9

            
	
              Section
                2.12. Investment Company.

            	
              10

            
	 	 
	
              ARTICLE
                III THE OWNERSHIP CERTIFICATES AND TRANSFERS OF
                INTERESTS

            
	 	 
	
              Section
                3.01. The Ownership Certificates.

            	
              10

            
	
              Section
                3.02. Execution, Authentication and Delivery of the Ownership
                Certificates.

            	
              10

            
	
              Section
                3.03. Registration of and Limitations on Transfers and Exchanges
                of the
                Ownership Certificates.

            	
              11

            
	
              Section
                3.04. Lost, Stolen, Mutilated or Destroyed Ownership
                Certificates.

            	
              14

            
	
              Section
                3.05. Persons Deemed Certificateholders.

            	
              14

            
	
              Section
                3.06. Access to List of Certificateholders’ Names and
                Addresses.

            	
              14

            
	
              Section
                3.07. Maintenance of Office or Agency.

            	
              14

            
	
              Section
                3.08. Certificate Paying Agent.

            	
              15

            
	
              Section
                3.09. Derivative Transactions.

            	
              16

            
	 	 
	
              ARTICLE
                IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            
	 	 
	
              Section
                4.01. Certificate Distribution Account.

            	
              16

            
	
              Section
                4.02. Application of Trust Funds.

            	
              17

            
	
              Section
                4.03. Method of Payment.

            	
              18

            
	
              Section
                4.04. Tax Returns.

            	
              18

            
	
              Section
                4.05. Segregation of Moneys; No Interest.

            	
              19

            
	 	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE; ACTION BY
                CERTIFICATEHOLDERS

            
	 	 
	
              Section
                5.01. General Authority.

            	
              19

            
	
              Section
                5.02. General Duties.

            	
              19

            
	
              Section
                5.03. Action Upon Instruction.

            	
              20

            
	
              Section
                5.04. No Duties Except as Specified under Specified Documents or
                in
                Instructions.

            	
              20

            
	
              Section
                5.05. Restrictions.

            	
              21

            
	
              Section
                5.06. Prior Notice to Holders with Respect to Certain Matters;
                Separateness Covenants.

            	
              21

            
	
              Section
                5.07. Action by Certificateholders with Respect to Certain
                Matters.

            	
              23

            
	
              Section
                5.08. Action by the Holders with Respect to Bankruptcy.

            	
              24

            
	
              Section
                5.09. Restrictions on the Holders’ Power.

            	
              24

            
	
              Section
                5.10. Majority Control.

            	
              24

            
	 	 
	
              ARTICLE
                VI CONCERNING THE OWNER TRUSTEE

            
	 	 
	
              Section
                6.01. Acceptance of Trusts and Duties.

            	
              24

            
	
              Section
                6.02. Furnishing of Documents.

            	
              25

            
	
              Section
                6.03. Books and Records.

            	
              25

            
	
              Section
                6.04. Representations and Warranties.

            	
              25

            
	
              Section
                6.05. Reliance; Advice of Counsel.

            	
              27

            
	
              Section
                6.06. Not Acting in Individual Capacity.

            	
              28

            
	
              Section
                6.07. Owner Trustee Not Liable for Ownership Certificates or
                Collateral.

            	
              28

            
	
              Section
                6.08. Owner Trustee May Own Ownership Certificates and
                Notes.

            	
              28

            
	
              Section
                6.09. Licenses.

            	
              29

            
	
              Section
                6.10. Doing Business in Other Jurisdictions.

            	
              29

            
	
              Section
                6.11. Reporting Requirements of the Commission.

            	
              29

            
	 	 
	
              ARTICLE
                VII INDEMNIFICATION AND COMPENSATION

            
	 	 
	
              Section
                7.01. Trust Expenses.

            	
              30

            
	
              Section
                7.02. Indemnification.

            	
              31

            
	
              Section
                7.03. Compensation.

            	
              31

            
	
              Section
                7.04. Lien on Trust Estate.

            	
              31

            
	 	 
	
              ARTICLE
                VIII TERMINATION OF AGREEMENT

            
	 	 
	
              Section
                8.01. Termination of Agreement.

            	
              31

            
	 	 
	
              ARTICLE
                IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
                TRUSTEES

            
	 	 
	
              Section
                9.01. Eligibility Requirements for Owner Trustee.

            	
              33

            
	
              Section
                9.02. Resignation or Removal of Owner Trustee.

            	
              33

            
	
              Section
                9.03. Successor Owner Trustee.

            	
              34

            
	
              Section
                9.04. Merger or Consolidation of Owner Trustee.

            	
              34

            
	
              Section
                9.05. Appointment of Co-Trustee or Separate Trustee.

            	
              34

            
	 	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                X MISCELLANEOUS

            
	 	 
	
              Section
                10.01. Supplements and Amendments.

            	
              36

            
	
              Section
                10.02. No Legal Title to Trust Estate in Holders.

            	
              37

            
	
              Section
                10.03. Pledge of Collateral by Owner Trustee is Binding.

            	
              37

            
	
              Section
                10.04. Limitations on Rights of Others.

            	
              37

            
	
              Section
                10.05. Notices.

            	
              37

            
	
              Section
                10.06. Severability.

            	
              38

            
	
              Section
                10.07. Separate Counterparts.

            	
              38

            
	
              Section
                10.08. Successors and Assigns.

            	
              38

            
	
              Section
                10.09. Headings.

            	
              38

            
	
              Section
                10.10. Governing Law.

            	
              38

            
	
              Section
                10.11. No Petition.

            	
              38

            
	
              Section
                10.12. No Recourse.

            	
              39

            
	 	 
	
              ARTICLE
                XI OFFICERS

            
	 	 
	
              Section
                11.01. Appointment of Officers.

            	
              39

            
	
              Section
                11.02. Officers to Provide Information to the Owner
                Trustee.

            	
              39

            


    

     

    EXHIBITS:

    


    
      	
              Exhibit
                A

            	
              Form
                of Ownership Certificates

            


    

    
      	
              Exhibit
                B

            	
              Form
                of Certificate of Trust

            


    

    
      	
              Exhibit
                C-1

            	
              Form
                of Rule 144A Investment Letter

            


    

    
      	
              Exhibit
                C-2

            	
              Form
                of Accredited Investor Investment
                Letter

            


    

    
      	
              Exhibit
                D

            	
              Owner
                Trustee Fee Letter Agreement 

            


    

    
      	
              Exhibit
                E

            	
              Transaction
                Parties

            


    

    


    


    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    This
      AMENDED AND RESTATED TRUST AGREEMENT dated February 27, 2007, is by and among
      STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation (the
“Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner
      trustee (the “Owner Trustee”) and WELLS FARGO BANK, N.A., a national banking
      association, as securities administrator (the “Securities
      Administrator”).

    


    WHEREAS,
      on February 23, 2007 the Depositor formed Thornburg Mortgage Securities Trust
      2007-1, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust
      Agreement, dated as of February 23, 2007 (the “Original Trust Agreement”), among
      the Depositor and the Owner Trustee and (ii) a Certificate of Trust filed with
      the Secretary of State of the State of Delaware on February 23, 2007;
      and

    


    WHEREAS,
      the parties to this Agreement desire to amend and restate the Original Trust
      Agreement in its entirety, and, as evidenced by their signatures hereto, the
      parties to this Agreement consent to and the Original Trust Agreement is hereby
      amended, restated and replaced in its entirety as of the date first written
      above by this Agreement; and

    


    WHEREAS,
      on the Closing Date pursuant to the Sale and Servicing Agreement dated as of
      February 1, 2007, Depositor intends to sell, transfer and assign to the Trust
      certain Collateral, including Mortgage Loans and related assets, which
      Collateral the statutory trust intends to pledge under the Indenture in order
      to
      secure the issuance of the Thornburg Mortgage Securities Trust 2007-1
      Mortgage-Backed Notes, Series 2007-1 (the “Notes”), the net proceeds of which
      would be applied toward the purchase of the Collateral; and

    


    WHEREAS,
      the Trust intends to issue its Ownership Certificates to the Depositor, as
      additional consideration for the Collateral and the Depositor intends to
      transfer the Ownership Certificates to Lehman Brothers Inc. under the terms
      of
      the Purchase Agreement between the Depositor and Lehman Brothers Inc., dated
      February 23, 2007; and

    


    WHEREAS,
      the Initial Holder intends to buy the Ownership Certificates; and

    


    WHEREAS,
      the Depositor, the Owner Trustee and the Securities Administrator desire to
      enter into this Agreement in order to effect the foregoing.

    


    NOW
      THEREFORE, in consideration of the premises and mutual agreements herein
      contained, the parties hereto hereby agree as follows:

    


    ARTICLE
      I

    DEFINITIONS

    


    Section
      1.01. Definitions.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below. 

    


    Actual
      Knowledge:
      With
      respect to the Owner Trustee, any officer within the Corporate Trust Office
      of
      the Owner Trustee responsible for administering the Trust hereunder, or under
      the Operative Agreements, who has actual knowledge of an action taken or an
      action not taken with regard to the Trust. Actions taken or actions not taken
      of
      which the Owner Trustee should have had knowledge, or has constructive
      knowledge, do not meet the definition of Actual Knowledge hereunder. With
      respect to the Securities Administrator, any Responsible Officer of the
      Securities Administrator who has actual knowledge of an action taken or an
      action not taken with regard to the Trust.Agreement or Trust Agreement: This
      Amended and Restated Trust Agreement and any amendments or modifications
      hereof.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Authorized
      Officer:
      With
      respect to the Trust, any officer of the Owner Trustee who is authorized to
      act
      for the Owner Trustee in matters relating to the Trust and who is identified
      on
      the list of Authorized Officers delivered by the Owner Trustee to the Indenture
      Trustee and the Securities Administrator on the Closing Date (as such list
      may
      be modified or supplemented from time to time thereafter) and, so long as the
      Administration Agreement is in effect, any Vice President, Assistant Vice
      President, Trust Officer, or more senior officer of the Securities Administrator
      who is authorized to act for the Securities Administrator in matters relating
      to
      the Trust and to be acted upon by the Securities Administrator pursuant to
      the
      Administration Agreement and who is identified on the list of Authorized
      Officers delivered by the Securities Administrator to the Indenture Trustee
      and
      the Owner Trustee on the Closing Date (as such list may be modified or
      supplemented from time to time thereafter).Bank: Wilmington Trust Company,
      in
      its individual capacity and not as Owner Trustee under this
      Agreement.

    


    Certificate
      Distribution Account:
      The certificate distribution account maintained by or on behalf of the
      Securities Administrator for the benefit of the Trust
      and
      the Certificateholders pursuant to Section 4.01.

    


    Certificate
      of Trust:
      The
      Certificate of Trust duly executed and filed by the Owner Trustee on February
      23, 2007 for the Trust pursuant to Section 3810(a) of the Delaware Trust Statute
      in the form of Exhibit B hereto.

    


    Certificate
      Paying Agent:
      Initially, the Securities Administrator, in its capacity as Certificate Paying
      Agent, or any successor to the Securities Administrator in such
      capacity.

    


    Certificate
      Register:
      The
      register maintained by the Certificate Registrar in which the Certificate
      Registrar shall provide for the registration of the Ownership Certificates
      and
      of transfers and exchanges of such Ownership Certificates.

    


    Certificate
      Registrar:
      Initially, the Securities Administrator, in its capacity as Certificate
      Registrar, or any successor to the Securities Administrator in such
      capacity.

    


    Certificateholder
      or Holder:
      The
      Person in whose name an Ownership Certificate is registered in the Certificate
      Register, except that, any Ownership Certificate registered in the name of
      the
      Owner Trustee, the Securities Administrator, the Indenture Trustee or any
      Affiliate of any of the foregoing of which the Certificate Registrar has actual
      acknowledge shall be deemed not to be outstanding and any such Person shall
      not
      be considered a Certificateholder or Holder for purposes of giving any request,
      demand, authorization, direction, notice, consent or waiver under the Indenture
      or this Agreement.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Collateral:
      As
      defined in the Indenture.

    


    Corporate
      Trust Office:
      With
      respect to (i) the Owner Trustee, the principal corporate trust office of the
      Owner Trustee located at Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19890-0001, or at such other address in the State of
      Delaware as the Owner Trustee may designate by notice to the Securities
      Administrator, the Indenture Trustee and the Certificateholders, or the
      principal corporate trust office of any successor Owner Trustee (the address
      (which shall be in the State of Delaware) of which the successor owner trustee
      will notify the Securities Administrator, the Indenture Trustee and the
      Certificateholders); (ii) the Securities Administrator, the principal corporate
      trust office of the Securities Administrator at which, at any particular time,
      its corporate trust business shall be administered, which office at the date
      hereof for purposes of transfers and exchanges and for presentment and surrender
      of the Ownership Certificates and for payment thereof is located at Wells Fargo
      Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
      Attention: Client Manager (Thornburg Mortgage Securities Trust 2007-1), and
      for
      all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
      Maryland 21046, Attention: Corporate Trust Group (Thornburg Mortgage Securities
      Trust 2007-1) (or for overnight deliveries, at 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Client Manager (Thornburg Mortgage
      Securities Trust 2007-1)) or such other address or addresses that the Securities
      Administrator may designate from time to time by notice to the Owner Trustee,
      Indenture Trustee and the Certificateholders; and (iii) the Certificate
      Registrar, the principal office of the Certificate Registrar at which at any
      particular time its corporate trust business shall be administered, which office
      at the date of execution of this Agreement is located at the Corporate Trust
      Office of the Securities Administrator, or at such other address as the
      Certificate Registrar may designate from time to time by notice to the
      Certificateholders and the Owner Trustee, or the principal corporate trust
      office of any successor Certificate Registrar at the address designated by
      such
      successor Certificate Registrar by notice to the Certificateholders and the
      Owner Trustee.

    


    Delaware
      Trust Statute:
      Chapter
      38 of Title 12 of the Delaware Code, 12 Del.C. Section 3801 et
      seq.,
      as the
      same may be amended from time to time.

    


    Depositor:
      Structured Asset Securities Corporation, a Delaware corporation.

    


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

    


    Indenture:
      The
      indenture dated as of February 1, 2007, among the Issuer, the Indenture Trustee
      and the Securities Administrator, as such may be amended or supplemented from
      time to time.

    


    Indenture
      Trustee:
      LaSalle
      Bank National Association, not in its individual capacity but solely as
      Indenture Trustee, or any successor in interest.

    


    Initial
      Holder:
      Thornburg Mortgage, Inc.

    


    Liabilities:
      The
      meaning specified in Section 7.02.

    


    Master
      Servicer:
      Wells
      Fargo Bank, N.A., or any successor in interest, as master servicer under the
      Sale and Servicing Agreement.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Net
      Proceeds from the Notes:
      The
      proceeds received by the Trust from time to time from the issuance and sale
      of
      its Notes, less the costs and expenses incurred in connection with the issuance
      and sale of such Notes.

    


    Non-U.S.
      Person:
      Any
      person other than a “United States person” as defined in Section 7701(a)(30) of
      the Code.

    


    Noteholders:
      The
      holders from time to time of the Notes.

    


    Notes:
      As
      defined in the first WHEREAS clause of this Agreement.

    


    Officer:
      Those
      officers of the Trust referred to in Article XI.

    


    Opinion
      of Counsel:
      One or
      more written opinions of counsel who may, except as otherwise expressly provided
      in this Agreement, be employees of or counsel to the Depositor and who shall
      be
      satisfactory to the Owner Trustee and the Securities Administrator, which
      opinion shall be addressed to the Owner Trustee and the Securities
      Administrator. 

    


    Original
      Trust Agreement:
      The
      Trust Agreement, dated as of February 23, 2007, between the Depositor and the
      Owner Trustee.

    


    Ownership
      Certificates:
      One or
      more equity certificates representing an undivided beneficial ownership interest
      in the Trust in substantially the form annexed hereto as Exhibit A.

    


    Owner
      Trustee:
      Wilmington Trust Company, a Delaware banking corporation, and any successor
      in
      interest, not in its individual capacity, but solely as owner trustee under
      this
      Agreement.

    


    Privately
      Offered Notes:
      The
      Class A-X Notes and the Subordinate Notes.

    


    Proposer:
      The
      Certificateholder making a written request pursuant to Section
      5.07.

    


    Prospective
      Holder:
      Each
      prospective purchaser and any subsequent transferee of Ownership
      Certificates.

    


    Responsible
      Officer:
      With
      respect to (i) the Owner Trustee, any officer within the Corporate Trust Office
      of the Owner Trustee with direct responsibility for the administration of the
      Trust and also, with respect to a particular matter, any other officer to whom
      such matter is referred because of such officer’s knowledge of, and familiarity
      with, the particular subject; and (ii) the Securities Administrator, any officer
      within the Corporate Trust Office of the Securities Administrator with direct
      responsibility for the administration of the Trust and also, with respect to
      a
      particular matter, any other officer to whom such matter is referred because
      of
      such officer’s knowledge of, and familiarity with, the particular
      subject.

    


    Sale
      and Servicing Agreement:
      The
      Sale and Servicing Agreement dated as of February 1, 2007, by and among the
      Trust, as Issuer, Structured Asset Securities Corporation, as Depositor,
      Thornburg Mortgage Funding, Inc., as Seller, Thornburg Mortgage Home Loans,
      Inc., as initial seller, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and LaSalle Bank National Association, as Indenture
      Trustee, as such may be amended or supplemented from time to time.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Secretary
      of State:
      The
      Secretary of State of the State of Delaware.

    


    Securities
      Act:
      The
      Securities Act of 1933, as amended.

    


    Securities
      Administrator:
      Wells
      Fargo Bank, N.A., or any successor in interest as securities administrator
      under
      the Sale and Servicing Agreement.

    


    Seller:
      Thornburg Mortgage Funding, Inc.

    


    Trust:
      The
      trust established pursuant to the Original Trust Agreement and the Certificate
      of Trust which shall carry on its business operations under the name of
“Thornburg Mortgage Securities Trust 2007-1.”

    


    Section
      1.02. Other
      Definitional Provisions.

    


    (a) Capitalized
      terms used herein and not defined herein shall have the same meanings assigned
      to them in the Sale and Servicing Agreement or in the Indenture, as
      applicable.

    


    (b) All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

    


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

    


    (d) The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Section and Exhibit references contained in this
      Agreement are references to Sections and Exhibits in or to this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation.”

    


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

    


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

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II

    ORGANIZATION

    


    Section
      2.01. Name.
      The
      trust established under the Original Trust Agreement and the Certificate of
      Trust and continued hereunder shall be referred to as “Thornburg
      Mortgage Securities Trust 2007-1”
      in which
      name the Owner Trustee and the Officers may conduct the activities contemplated
      hereby, including the making and executing of contracts, agreements and other
      instruments on behalf of the Trust and sue and be sued and, except as limited
      herein, exercise all of the powers that a Delaware statutory trust may exercise
      under the Delaware Trust Statute.

    


    Section
      2.02. Office.
      The
      principal office of the Trust shall be in care of the Owner Trustee, at its
      Corporate Trust Office. The Trust shall also have an office in care of the
      Securities Administrator at its Corporate Trust Office.

    


    Section
      2.03. Purpose
      and Powers.
      The
      purpose of the Trust is, and the Trust shall have the power and authority,
      to
      engage in any of the following activities:

    


    (a) to
      issue
      one or more Classes of Notes pursuant to the Indenture and one or more Ownership
      Certificates pursuant to this Agreement and to sell, transfer and exchange
      such
      Notes and such Ownership Certificates;

    


    (b) with
      the
      proceeds of the sale of the Notes and the Ownership Certificates, to pay the
      organizational, start-up and transactional expenses of the Trust and to pay
      the
      balance of the Net Proceeds from the Notes to the Depositor in consideration
      of
      the transfer to the Trust of the Collateral;

    


    (c) to
      assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
      to the Indenture and to hold, manage and distribute to the Certificateholders
      pursuant to the terms of the Sale and Servicing Agreement any portion of the
      Collateral released from the lien of, and remitted to the Trust pursuant to,
      the
      Indenture; 

    


    (d) to
      enter
      into and perform its obligations, or exercise its rights under, the Operative
      Agreements (as defined in the Sale and Servicing Agreement), including the
      Yield
      Maintenance Agreement, the Auction Swap Agreement and Servicing Agreements
      to
      which it is to be a party or an assignee of the rights thereunder;

    


    (e) to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith; and

    


    (f) subject
      to compliance with the Operative Agreements, to engage in such other activities
      as may be required in connection with conservation of the Trust Estate and
      the
      making of distributions and payments to the Certificateholders and the
      Noteholders.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement or the Operative
      Agreements.

    


    Section
      2.04. Appointment
      of the Owner Trustee. The
      Depositor hereby appoints the Bank to act as owner trustee (the “Owner Trustee”)
      of the Trust effective as of the date hereof to have all the rights, powers
      and
      duties set forth herein with respect to accomplishing the purposes of the
      Trust.

    


    The
      Owner
      Trustee is hereby authorized to execute this Agreement, the Indenture, the
      Administration Agreement, the Sale and Servicing Agreement and any other
      Operative Agreement on behalf of the Trust. The Owner Trustee is hereby
      authorized to take all actions required or permitted to be taken by it in
      accordance with the terms of this Agreement.

    


    Section
      2.05. Initial
      Capital Contribution; Declaration of Trust.

    


    (a) The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
      as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
      receipt in trust from the Depositor, as of the Closing Date, of the foregoing
      contribution which shall constitute the initial corpus of the Trust Estate
      and
      shall be deposited in the Certificate Distribution Account. 

    


    (b) The
      Owner
      Trustee hereby declares that it will hold the Trust Estate in trust upon and
      subject to the conditions set forth herein for the use and benefit of the
      Certificateholders, subject to the obligations of the Trust under the Operative
      Agreements. It is the intention of the parties hereto that the Trust constitutes
      a statutory trust under the Delaware Trust Statute and that this Agreement
      constitutes the governing instrument of such statutory trust. The execution
      and
      filing of the Certificate of Trust with the Secretary of State by the Owner
      Trustee is hereby ratified and approved. Except as otherwise provided in this
      Agreement, the rights of the Certificateholders will be those of beneficial
      owners of the Trust.

    


    Section
      2.06. Initial
      Beneficiary.
      Upon the
      formation of the Trust by the initial contribution by the Depositor and the
      filing of the Certificate of Trust pursuant to Section 2.05 and until the
      issuance of the Ownership Certificates, the Depositor shall be the sole
      beneficiary of the Trust.

    


    Section
      2.07. Liability
      of the Holders of the Ownership Certificates.
      To the
      fullest extent permitted by applicable law, no Certificateholder shall have
      any
      personal liability for any liability or obligation of the Trust or, except
      as
      otherwise provided herein, to the Owner Trustee.

    


    Section
      2.08. Situs
      of Trust.
      The
      Trust will be located in the State of Delaware. All bank accounts maintained
      by
      the Owner Trustee on behalf of the Trust shall be located in the States of
      Delaware, New York or the jurisdiction where the Securities Administrator
      maintains bank accounts with respect to collections on the Collateral. The
      only
      offices of the Trust will be as described in Section 2.02 hereof. The Trust
      shall not have any employees; provided,
      however,
      that
      nothing herein shall restrict or prohibit the Owner Trustee from having
      employees within or without the State of Delaware. Payments will be received
      by
      the Trust only in Delaware, New York, the jurisdiction in which the Securities
      Administrator maintains the Certificate Distribution Account or such other
      jurisdiction designated by the Depositor, and payments will be made by the
      Trust
      only from the Trust Accounts or from Delaware, New York or such other
      jurisdiction designated by the Depositor.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Section
      2.09. Title
      to Trust Property.

    


    (a) Subject
      to the Indenture, title to all of the Trust Estate shall be vested at all times
      in the Trust as a separate legal entity until this Agreement terminates pursuant
      to Article VIII hereof; provided,
      however,
      that if
      the laws of any jurisdiction require that title to any part of the Trust Estate
      be vested in the trustee of the Trust, then title to that part of the Trust
      Estate shall be deemed to be vested in the Owner Trustee or any co-trustee
      or
      separate trustee, as the case may be, appointed pursuant to Article IX of this
      Agreement.

    


    (b) The
      Certificateholders shall have no legal title to any part of the Trust Estate.
      No
      transfer by operation of law or otherwise of any interest of the
      Certificateholders shall operate to terminate this Agreement or the trusts
      created hereunder or entitle any transferee to an accounting or to the transfer
      to it of any part of the Trust Estate.

    


    Section
      2.10. Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents and warrants to the Owner Trustee and the Securities
      Administrator as of the date of this Agreement and as of the Closing Date,
      as
      follows:

    


    (a) The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, with power and authority
      to
      own its properties and to conduct its business as such properties are currently
      owned and such business is presently conducted and had at all relevant times,
      and now has, power, authority and the legal right to acquire and own the
      Mortgage Loans.

    


    (b) The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of property or the conduct of
      its
      business shall require such qualifications.

    


    (c) The
      Depositor has the power and authority to execute and deliver any Operative
      Agreement to which it is a party and to carry out its terms; the Depositor
      has
      full power and authority to sell and assign the Collateral to be sold and
      assigned to and deposited with the Trust and the Depositor has duly authorized
      such assignment and deposit to the Trust by all necessary corporate action;
      and
      the execution, delivery and performance of this Agreement or any other Operative
      Agreement to which it is a party has been duly authorized by the Depositor
      by
      all necessary corporate action and, assuming the due authorization, execution
      and delivery of each such agreement by the other parties thereto, each such
      agreement constitutes a valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforcement thereof may be subject to or limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws relating to or affecting
      creditors’ rights generally and by general equitable principles.

    


    (d) The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof and thereof do not conflict with, result in
      any
      breach of any of the terms and provisions of, or constitute (with or without
      notice or lapse of time) a default under, the certificate of incorporation
      or
      by-laws of the Depositor, or any indenture, agreement or other instrument to
      which the Depositor is a party or by which it is bound; nor result in the
      creation or imposition of any lien upon any of its properties pursuant to the
      terms of any such indenture, agreement or other instrument (other than pursuant
      to the Operative Agreements); nor violate any law or, to the best of the
      Depositor’s knowledge, any order, rule or regulation applicable to the Depositor
      of any court or of any Federal or state regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Depositor
      or
      its properties.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (e) There
      are
      no proceedings or investigations, pending or, to the best knowledge of the
      Depositor, threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Depositor
      or
      its properties: (i) asserting the invalidity of this Agreement or any other
      Operative Agreement to which the Depositor is a party, (ii) seeking to prevent
      the consummation of any of the transactions contemplated by this Agreement
      or
      any other Operative Agreement to which the Depositor is a party or (iii) seeking
      any determination or ruling that might materially and adversely affect the
      performance by the Depositor of its obligations under, or the validity or
      enforceability of, this Agreement or any other Operative Agreement to which
      the
      Depositor is a party.

    


    (f) The
      Depositor has not failed to obtain any consent, approval, authorization, or
      order of, and has not failed to cause any registration or qualification with,
      any court or regulatory authority or other governmental body having jurisdiction
      over the Depositor, which consent, approval, authorization, order, registration,
      or qualification is required for, and the absence of which would materially
      and
      adversely affect, the legal and valid execution, delivery, and performance
      of
      this Agreement by the Depositor. No consent or approval of any other person
      or
      entity is necessary for the Depositor to perform its obligations hereunder
      or,
      if any such consent or approval is necessary, such consent or approval has
      previously been obtained.

    


    (g) The
      representations and warranties of the Depositor made pursuant to the Sale and
      Servicing Agreement are true and correct.

    


    (h) This
      Agreement is not required to be qualified under the Trust Indenture Act of
      1939,
      as amended, and the Trust is not required to be registered as an “investment
      company” under the Investment Company Act of 1940, as amended.

    


    Section
      2.11. Tax
      Treatment.
      It is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Trust shall not be treated as (i) an
      association subject separately to taxation as a corporation, (ii) a “publicly
      traded partnership” as defined in Treasury Regulation Section 1.7704-1
      promulgated under the Code or (iii) a “taxable mortgage pool” as defined in
      Section 7701(i) of the Code. It is also the intention of the parties hereto
      that
      (i) the Notes (other than the Privately Offered Notes) qualify under applicable
      tax laws as indebtedness secured by the Collateral and (ii) the Trust formed
      hereby shall be disregarded as an entity separate from the sole Holder of the
      Ownership Certificates and the Privately Offered Notes unless and until the
      date
      when either (a) there is more than one Holder of the Ownership Certificates
      and
      the Privately Offered Notes or (b) any class of Notes (other than the Privately
      Offered Notes) is recharacterized as an equity interest in the Trust for federal
      income tax purposes and is owned by a Person other than the holder of the
      Ownership Certificates and the Privately Offered Notes, in which case upon
      receipt of written notification or actual knowledge that such an event has
      occurred, the Securities Administrator shall comply with its obligations under
      Section 4.04. In such event, the Trust is intended to be classified as a
      partnership for federal income tax purposes. The Depositor, the Owner Trustee,
      the Securities Administrator and each Holder of an Ownership Certificate agree
      to treat the transactions contemplated hereby in accordance with the above
      stated intentions unless and until determined to the contrary by an applicable
      taxing authority, and the provisions of this Agreement shall be interpreted
      to
      further the above stated intentions.

    
      
        
        

      

      
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    Section
      2.12. Investment
      Company.
      Neither
      the Depositor nor any Holder of any Ownership Certificates shall take any action
      which would cause the Trust to become an “investment company” which would be
      required to register under the Investment Company Act of 1940, as
      amended.

    


    ARTICLE
      III

    THE
      OWNERSHIP CERTIFICATES AND TRANSFERS OF INTERESTS

    


    Section
      3.01. The
      Ownership Certificates.
      Initially, there shall be a single Ownership Certificate in definitive, fully
      registered form representing a 100% Percentage Interest which shall initially
      be
      registered in the name of the Initial Holder. No Ownership Certificates shall
      be
      issued in authorized denominations of less than 10% Percentage Interest and
      multiples of 1% in excess thereof. The Ownership Certificates shall be executed
      on behalf of the Trust by manual or facsimile signature of an Authorized Officer
      of the Owner Trustee and authenticated in the manner provided in Section 3.02.
      Any Ownership Certificates bearing the manual signatures of individuals who
      were, at the time when such signatures shall have been affixed, authorized
      to
      sign on behalf of the Trust, shall be validly issued and entitled to the benefit
      of this Agreement, notwithstanding that such individuals or any of them shall
      have ceased to be so authorized prior to the authentication and delivery of
      such
      Ownership Certificates or did not hold such offices at the date of
      authentication and delivery of such Ownership Certificates. A Person shall
      become a Certificateholder and shall be entitled to the rights and subject
      to
      the obligations of a Certificateholder hereunder upon such Person’s acceptance
      of any Ownership Certificates duly registered in such Person’s name pursuant to
      Section 3.03.

    


    Section
      3.02. Execution,
      Authentication and Delivery of the Ownership Certificates. Concurrently
      with the sale of the Collateral to the Trust pursuant to the Sale and Servicing
      Agreement, the Owner Trustee shall cause the Ownership Certificates issued
      hereunder to be executed and authenticated on behalf of the Trust and delivered
      to the Initial Holder or upon the written order of the Depositor, signed by
      its
      chairman of the board, its president or any vice president, without further
      corporate action by the Depositor. 

    


    The
      Ownership Certificates shall not entitle the Holders to any benefits under
      this
      Agreement or be valid for any purpose unless there shall appear on such
      Ownership Certificates a certificate of authentication substantially in the
      form
      set forth in Exhibit A hereto, executed by the Certificate Registrar, as the
      Owner Trustee’s authenticating agent, by manual signature; such authentication
      shall constitute conclusive evidence that such Ownership Certificates shall
      have
      been duly authenticated and delivered hereunder. An Ownership Certificate shall
      be dated the date of its authentication.

    
      
        
        

      

      
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    Section
      3.03. Registration
      of and Limitations on Transfers and Exchanges of the Ownership
      Certificates.
      The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 3.07, a Certificate Register in which, subject
      to
      such reasonable regulations as it may prescribe, the Certificate Registrar
      shall
      provide for the registration of the Ownership Certificates and of transfers
      and
      exchanges of the Ownership Certificates as herein provided; provided,
      however,
      that no
      Ownership Certificate shall be issued in any such transfer and exchange
      representing less than a 10% Percentage Interest in the Ownership Certificates.
      The Securities Administrator shall be the initial Certificate Registrar. If
      the
      Certificate Registrar resigns or is removed, the Owner Trustee, with the consent
      of the Depositor, shall appoint a successor Certificate Registrar.

    


    Subject
      to satisfaction of the conditions set forth below, upon surrender for
      registration of transfer of any Ownership Certificates at the office or agency
      maintained pursuant to Section 3.07, the Owner Trustee shall execute,
      authenticate and deliver (or cause the Certificate Registrar as its
      authenticating agent to authenticate and deliver), in the name of the designated
      transferee or transferees, one or more new Ownership Certificates evidencing
      in
      aggregate the Percentage Interest of the Ownership Certificates so surrendered
      and dated the date of authentication by the Owner Trustee or the Certificate
      Registrar. At the option of the Holder, Ownership Certificates may be exchanged
      for other Ownership Certificates evidencing in the aggregate the Percentage
      Interest of the Ownership Certificate to be surrendered in such an exchange
      at
      the office or agency maintained pursuant to Section 3.07.

    


    Every
      Ownership Certificate presented or surrendered for registration of transfer
      or
      exchange shall be accompanied by a written instrument of transfer in form
      satisfactory to the Owner Trustee and the Certificate Registrar duly executed
      by
      the Holder or such Holder’s attorney duly authorized in writing. Each Ownership
      Certificate surrendered for registration of transfer or exchange shall be
      cancelled and subsequently disposed of by the Certificate Registrar in
      accordance with its customary practice.

    


    No
      service charge shall be made for any registration of transfer or exchange of
      the
      Ownership Certificates, but the Owner Trustee or 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 transfer or exchange of the Ownership
      Certificates or any other expense arising as a result of any registration of
      transfer or exchange.

    


    The
      preceding provisions of this Section notwithstanding, the Owner Trustee shall
      not make and the Certificate Registrar shall not register transfer or exchanges
      of any Ownership Certificates for a period of 15 days preceding the due date
      for
      any payment with respect to the Ownership Certificates.

    


    No
      transfer of any Ownership Certificates shall be made unless such transfer is
      exempt from the registration requirements of the Securities Act and any
      applicable state securities laws or is made in accordance with said Act and
      laws. Except in the case of the initial transfer to the Initial Holder, in
      the
      event of any such transfer, the Certificate Registrar or the Depositor shall
      prior to such transfer require the transferee to execute (i) an investment
      letter (in the form attached hereto as Exhibit C-1) certifying to the Trust,
      the
      Owner Trustee, the Securities Administrator, the Certificate Registrar and
      the
      Depositor that such transferee is a “qualified institutional buyer” under Rule
      144A under the Securities Act or (ii) an investment letter (in the form attached
      hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the
      Securities Administrator, the Certificate Registrar and the Depositor that
      such
      transferee is an “accredited investor” (as defined in Rule 501(a)(1) (2), (3) or
      (7) of the Securities Act), and any expense associated with the preparation
      and
      execution of any such investment letter shall not be an expense of the Trust,
      the Owner Trustee, the Securities Administrator, the Certificate Registrar
      or
      the Depositor. A Holder of an Ownership Certificate desiring to effect the
      transfer of any Ownership Certificates shall, and does hereby agree to,
      indemnify the Trust, the Owner Trustee, the Securities Administrator, the
      Certificate Registrar and the Depositor against any and all liability that
      may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    The
      Initial Holder will be (i) the initial Certificateholder of a 100%
      Percentage Interest in the Ownership Certificates and (ii) the initial Note
      Owner of a 100% Percentage Interest in each of the Privately Offered Notes.
      The
      Initial Holder (or any other Certificateholder or Note Owner of the Privately
      Offered Notes) is hereby prohibited from transferring any beneficial ownership
      interest in the Ownership Certificate or any Privately Offered Notes, except
      as
      provided in this Section 3.03 and Sections 2.03 and 2.04 of the
      Indenture.

    


    No
      sale,
      transfer, pledge or other disposition of any beneficial ownership interest
      in
      the Ownership Certificates may be effectuated, and the Certificate Registrar
      shall refuse to register any such sale, transfer, pledge or other disposition
      except if (a) the transferee delivers to the Owner Trustee, the Indenture
      Trustee and the Certificate Registrar an Opinion of Counsel (which shall not
      be
      an expense of the Owner Trustee, the Indenture Trustee or the Certificate
      Registrar) that the sale, transfer or other disposition of the Ownership
      Certificates will not result in the Trust becoming subject to tax for federal
      income tax purposes or (b) such sale, transfer, pledge or other disposition
      is
      in conjunction with a simultaneous sale or transfer of an equal Percentage
      Interest in all classes of the Privately Offered Notes then Outstanding (as
      defined in the Indenture). In connection with any transfer of all or a portion
      of the Ownership Certificates pursuant to clause (b) of the immediately
      preceding sentence, the transferee shall certify to the Certificate Registrar,
      the Owner Trustee and the Indenture Trustee in an investment letter
      substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as
      applicable, that such transfer has been made in accordance with clause (b)
      and
      shall agree to indemnify the Trust, the Owner Trustee, the Securities
      Administrator, the Certificate Registrar and the Depositor against any liability
      that may result if the transfer was made in contravention of clause
      (b).

    


    Except
      in
      the case of the initial transfer to the Initial Holder, no transfer of any
      Ownership Certificates shall be made unless the Certificate Registrar shall
      have
      received a representation letter (substantially in the form attached hereto
      as
      Exhibit C-1 or Exhibit C-2, as applicable) from the proposed transferee of
      such
      Ownership Certificates to the effect that such proposed transferee is not an
      employee benefit plan or other retirement arrangement subject to Section 406
      of
      ERISA, or Section 4975 of the Code, or any substantially similar applicable
      law,
      or a Person acting on behalf of or using the assets of any such plan, which
      representation letter shall not be an expense of the Trust, the Owner Trustee,
      the Securities Administrator, the Certificate Registrar or the Depositor.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    The
      Trust
      shall cause each Ownership Certificate to contain a legend, substantially in
      the
      form of the applicable legends provided in Exhibit A hereto, stating that
      transfer of such Ownership Certificate is subject to certain restrictions and
      referring prospective purchasers of the Ownership Certificates to this Section
      3.03 with respect to such restrictions.

    


    Notwithstanding
      anything to the contrary herein, no transfer, pledge or encumbrance of any
      Ownership Certificates shall be made to any Person unless the Owner Trustee
      and
      the Certificate Registrar have received an Opinion of Counsel (which shall
      not
      be an expense of the Owner Trustee or the Certificate Registrar) to the effect
      that such transfer, pledge or encumbrance would not have any adverse effect
      of
      the status of the Notes (other than the Privately Offered Notes) as debt for
      federal income tax purposes and would not result in the Trust’s becoming taxable
      for federal income tax purposes.

    


    If
      any
      purported transferee shall become a Holder in violation of the provisions of
      this Section, then upon receipt of written notice to the Certificate Registrar
      and the Certificate Paying Agent that the registration of transfer of the
      Ownership Certificates to such Holder was not in fact permitted by this Section,
      then the transfer to that Holder shall be void
      ab
      initio
      and the
      last preceding Holder that was and that continues to be an eligible Holder
      in
      accordance with the provisions of this Section shall be restored to all rights
      as Holder thereof retroactive to the date of such registration of transfer
      of
      such Ownership Certificates. The Certificate Registrar shall be under no
      liability to any Person for any registration of transfer of any Ownership
      Certificates that is in fact not permitted by this Section, for making any
      payment due on such Ownership Certificate to the 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 Opinion
      of
      Counsel described in the immediately preceding paragraph.

    
      
        
        

      

      
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    Section
      3.04. Lost,
      Stolen, Mutilated or Destroyed Ownership Certificates.
      If (a)
      any mutilated Ownership Certificates are surrendered to the Certificate
      Registrar, or (b) the Certificate Registrar receives evidence to its
      satisfaction that any Ownership Certificates have been destroyed, lost or
      stolen, and there is delivered to the Certificate Registrar proof of ownership
      satisfactory to the Certificate Registrar, together with such security or
      indemnity as required by the Certificate Registrar and the Owner Trustee to
      save
      each of them harmless, then in the absence of notice to the Certificate
      Registrar or the Owner Trustee that such Ownership Certificates have been
      acquired by a protected purchaser, the Owner Trustee shall execute on behalf
      of
      the Trust, and the Owner Trustee or the Certificate Registrar shall authenticate
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Ownership Certificates, new Ownership Certificates of like tenor
      and
      Percentage Interest. In connection with the issuance of any new Ownership
      Certificates under this Section 3.04, the Owner Trustee or the Certificate
      Registrar may require the payment of a sum sufficient to cover any expenses
      of
      the Owner Trustee or the Certificate Registrar (including any fees and expenses
      of counsel) and any tax or other governmental charge that may be imposed in
      connection therewith. Any duplicate Ownership Certificates issued pursuant
      to
      this Section 3.04 shall constitute conclusive evidence of ownership in the
      Trust, as if originally issued, whether or not the lost, stolen or destroyed
      Ownership Certificates shall be found at any time.

    


    Section
      3.05. Persons
      Deemed Certificateholders.
      Prior to
      due presentation of any Ownership Certificates for registration of transfer,
      the
      Owner Trustee, the Certificate Registrar or any Certificate Paying Agent may
      treat the Holder as the owner of such Ownership Certificates for the purpose
      of
      receiving distributions pursuant to Section 4.02 and for all other purposes
      whatsoever, and none of the Trust, the Owner Trustee, the Certificate Registrar
      or any Certificate Paying Agent shall be bound by any notice to the
      contrary.

    


    Section
      3.06. Access
      to List of Certificateholders’ Names and Addresses.
      The
      Certificate Registrar shall furnish or cause to be furnished to the Depositor,
      the Certificate Paying Agent or the Owner Trustee, within 15 days after receipt
      by the Certificate Registrar of a written request therefor from the Depositor,
      the Certificate Paying Agent or the Owner Trustee, in such form as the
      Depositor, the Certificate Paying Agent or the Owner Trustee, as the case may
      be, may reasonably require, of the names and addresses of the Holders as of
      the
      most recent Record Date. A Holder, by receiving and holding any Ownership
      Certificates, shall be deemed to have agreed not to hold any of the Trust,
      the
      Depositor, the Certificate Registrar, the Certificate Paying Agent or the Owner
      Trustee accountable or liable for damages by reason of the disclosure of its
      name and address, regardless of the source from which such information was
      derived.

    


    Section
      3.07. Maintenance
      of Office or Agency.
      The
      Certificate Registrar on behalf of the Trust, shall maintain an office or
      offices or agency or agencies where any Ownership Certificates may be
      surrendered for registration of transfer or exchange and where notices and
      demands to or upon the Owner Trustee in respect of the Ownership Certificates
      and the Operative Agreements may be served. The Certificate Registrar shall
      give
      the Owner Trustee prompt notice, in writing, of any such notice or demand.
      The
      Certificate Registrar initially designates the Corporate Trust Office of the
      Securities Administrator located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate
      Registrar shall give prompt written notice to the Depositor, the Owner Trustee,
      the Certificate Paying Agent and the Certificateholders of any change in the
      location of the Certificate Register or any such office or agency.

    
      
        
        

      

      
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    Section
      3.08. Certificate
      Paying Agent. 

    


    (a) The
      Owner
      Trustee may appoint, and hereby appoints, the Securities Administrator as
      Certificate Paying Agent under this Agreement. The Certificate Paying Agent
      shall make distributions to the Holders from the Certificate Distribution
      Account pursuant to Section 4.02 hereof and Section 4.05 of the Sale and
      Servicing Agreement and, upon request, shall report the amounts of such
      distributions to the Owner Trustee. The Certificate Paying Agent shall have
      the
      revocable power to withdraw funds from the Certificate Distribution Account
      for
      the purpose of making the distributions referred to above. The Securities
      Administrator hereby accepts such appointment and further agrees that it will
      be
      bound by the provisions of this Agreement and the Sale and Servicing Agreement
      relating to the Certificate Paying Agent and shall:

    


    (i) hold
      all
      sums held by it for the payment of amounts due with respect to the Ownership
      Certificates in trust for the benefit of the Persons entitled thereto until
      such
      sums shall be paid to such Persons or otherwise disposed of as herein
      provided;

    


    (ii) give
      the
      Owner Trustee notice of any default by the Trust of which a Responsible Officer
      of the Securities Administrator has actual knowledge in the making of any
      payment required to be made with respect to the Ownership
      Certificates;

    


    (iii) at
      any
      time during the continuance of any such default, upon the written request of
      the
      Owner Trustee forthwith pay to the Owner Trustee on behalf of the Trust all
      sums
      so held in Trust by such Certificate Paying Agent;

    


    (iv) immediately
      resign as Certificate Paying Agent and forthwith pay to the Owner Trustee on
      behalf of the Trust all sums held by it in trust for the payment of Ownership
      Certificates if at any time it ceases to meet the standards under this
      Section 3.08 required to be met by the Certificate Paying Agent at the time
      of its appointment; 

    


    (v) comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on the Ownership Certificates of any applicable withholding
      taxes imposed thereon and with respect to any applicable reporting requirements
      in connection therewith; and

    


    (vi) not
      institute bankruptcy proceedings against the Trust in connection with this
      Agreement.

    


    (b) In
      the
      event that the Securities Administrator shall no longer be the Certificate
      Paying Agent hereunder, the Owner Trustee, with the consent of the Depositor,
      shall appoint a successor to act as Certificate Paying Agent (which shall be
      a
      bank or trust company). The Owner Trustee shall cause such successor Certificate
      Paying Agent or any additional Certificate Paying Agent appointed by the Owner
      Trustee to execute and deliver to the Owner Trustee an instrument in which
      such
      successor Certificate Paying Agent or additional Certificate Paying Agent shall
      agree with the Owner Trustee that as Certificate Paying Agent, such successor
      Certificate Paying Agent or additional Certificate Paying Agent will hold all
      sums, if any, held by it for payment in trust for the benefit of the Holders
      entitled thereto until such sums shall be paid to such Holders. The Certificate
      Paying Agent shall return all unclaimed funds to the Owner Trustee, and upon
      removal of a Certificate Paying Agent, such Certificate Paying Agent shall
      also
      return all funds in its possession to the Owner Trustee. The provisions of
      Sections 5.03, 5.04, 6.01, 6.05, 6.07, 6.08, 7.01 and 7.02 shall apply to the
      Securities Administrator, as though it had been named in such sections, also
      in
      its roles as Certificate Paying Agent and as Certificate Registrar for so long
      as the Securities Administrator shall act as Certificate Paying Agent and as
      Certificate Registrar and, to the extent applicable, to any other Certificate
      Paying Agent or Certificate Registrar appointed hereunder. Any reference in
      this
      Agreement to the Certificate Paying Agent shall include any co-paying agent
      unless the context requires otherwise. Notwithstanding anything herein to the
      contrary, if the Securities Administrator resigns or is removed as Securities
      Administrator and such Securities Administrator is the same entity as the
      Certificate Registrar and the Certificate Paying Agent, the Certificate
      Registrar and the Certificate Paying Agent shall resign and the Owner Trustee,
      at the written direction of the Depositor, shall appoint a successor Certificate
      Registrar and Certificate Paying Agent.

    
      
        
        

      

      
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    Section
      3.09. Derivative
      Transactions. The
      Trust
      is authorized, at the direction and the expense of the Certificateholders,
      to
      enter into (or cause the Securities Administrator to enter into on its behalf)
      (and to pledge to the Indenture Trustee under the Indenture) such derivative
      transactions for the benefit of any Noteholders as may be deemed desirable
      by
      the Certificateholders, so long as (i) as evidenced by an Opinion of Counsel
      addressed to the Indenture Trustee and the Trust (at the expense of the
      Certificateholders), the inclusion of such derivative in the Trust Estate will
      not be inconsistent with the ERISA provisions contained herein or in the
      Operative Agreements, (ii) as evidenced by an Opinion of Counsel delivered
      to
      the Indenture Trustee and the Trust (at the expense of the Certificateholders),
      such derivative transaction will not adversely affect the tax aspects of the
      Notes and (iii) each Rating Agency shall have confirmed in writing that the
      inclusion of such derivative would not result in a downgrade of its then current
      rating of any Class of Notes. Notwithstanding the foregoing, such Opinions
      of
      Counsel shall not be required with respect to the Yield Maintenance Agreements,
      any successor Yield Maintenance Agreements, the Auction Swap Agreement or any
      successor Auction Swap Agreement.

    


    ARTICLE
      IV

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

    


    Section
      4.01. Certificate
      Distribution Account.The
      Securities Administrator shall establish and maintain on behalf of the Trust
      and
      the Certificateholder, the Certificate Distribution Account.

    


    (a) The
      Certificate Distribution Account shall be an Eligible Account. If the
      Certificate Distribution Account ceases to be an Eligible Account, the
      Securities Administrator shall establish a new Certificate Distribution Account
      that is an Eligible Account within 10 days and transfer all funds and investment
      property on deposit in such existing Certificate Distribution Account into
      such
      new Certificate Distribution Account. The funds in the Certificate Distribution
      Account shall remain uninvested.

    
      
        
        

      

      
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    (b) The
      Certificate Paying Agent shall withdraw funds from the Certificate Distribution
      Account for payments to the Certificateholders in the manner specified in this
      Agreement. In addition, the Securities Administrator may prior to making the
      payment required pursuant to Section 4.02 from time to time make withdrawals
      from the Certificate Distribution Account for the following
      purposes:

    


    (i) to
      withdraw funds deposited in error in the Certificate Distribution Account;
      and

    


    (ii) to
      clear
      and terminate the Certificate Distribution Account upon the termination of
      the
      Trust.

    


    (c) All
      of
      the right, title and interest of the Trust in all funds on deposit from time
      to
      time in the Certificate Distribution Account and in all proceeds thereof shall
      be held for the benefit of the Holders and such other persons entitled to
      payments therefrom. Except as otherwise expressly provided herein, the
      Certificate Distribution Account shall be under the sole dominion and control
      of
      the Securities Administrator for the benefit of the
      Certificateholders.

    


    Section
      4.02. Application
      of Trust Funds. 

    


    (a) The
      Owner
      Trustee hereby directs the Certificate Paying Agent to distribute on each
      Payment Date to the Holders amounts on deposit in the Certificate Distribution
      Account and the Certificate Paying Agent hereby acknowledges such direction.
      All
      distributions of amounts due on or in respect of the Ownership Certificates
      shall be made to the Certificateholders, pro
      rata,
      based
      upon their Percentage Interests in the Ownership Certificates.

    


    (b) All
      payments to be made under this Agreement by the Certificate Paying Agent shall
      be made only from the income and proceeds of the Trust Estate and only to the
      extent that the Certificate Paying Agent has received such income or proceeds.
      The Certificate Paying Agent shall not be liable to any Holder, the Indenture
      Trustee or the Owner Trustee for any amounts payable pursuant to this Section
      4.02 except to the extent that non-payment is due to the Certificate Paying
      Agent’s acts or omissions amounting to willful misconduct or gross
      negligence.

    


    (c) In
      the
      event that any withholding tax is imposed on the distributions (or allocations
      of income) to the Certificateholders, such tax shall reduce the amount otherwise
      distributable to the Certificateholders in accordance with this Section 4.02.
      The Certificate Paying Agent, if instructed by the Securities Administrator,
      is
      hereby authorized and directed to retain or cause to be retained from amounts
      otherwise distributable to the Certificateholders sufficient funds (as
      determined by the Securities Administrator) for the payment of any tax that
      is
      legally owed by the Trust (but such authorization shall not prevent the Owner
      Trustee from contesting any such tax in appropriate proceedings, and withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings). The amount of any withholding tax imposed with respect to a
      Certificateholder shall be treated as cash distributed to such Certificateholder
      at the time it is withheld by the Certificate Paying Agent and remitted to
      the
      appropriate taxing authority. If there is a possibility that withholding tax
      is
      payable with respect to a distribution (such as a distribution to a non-U.S.
      Certificateholder), the Certificate Paying Agent may in its own discretion
      withhold such amounts in accordance with this paragraph (c). In the event that
      the Certificateholder wishes to apply for a refund of any such withholding
      tax,
      the Owner Trustee shall reasonably cooperate with such Certificateholder in
      making such a claim so long as such Certificateholder agrees to reimburse the
      Owner Trustee for any out-of-pocket expenses incurred.

    
      
        
        

      

      
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    (d) Distributions
      to the Holders shall be subordinated to the creditors of the Trust, including,
      without limitation, the Noteholders and the Owner Trustee.

    


    Section
      4.03. Method
      of Payment.
      Subject
      to Section 8.01(c), distributions required to be made to the Holders on any
      Payment Date as provided in Section 4.02 shall be made to the each Person who
      was a Holder on the preceding Record Date either by wire transfer, in
      immediately available funds, to the account of such Holder at a bank or other
      entity having appropriate facilities therefor, if such Holder shall have
      provided to the Certificate Registrar appropriate written instructions at least
      five Business Days prior to such Payment Date or, if not, by check mailed to
      such Holder at the address of such Holder appearing in the Certificate
      Register.

    


    Section
      4.04. Tax
      Returns. The
      Securities Administrator shall (a) maintain (or cause to be maintained) the
      books of the Trust on a calendar year basis using the accrual method of
      accounting, (b) deliver (or cause to be delivered) to each Holder as may be
      required by the Code and applicable Treasury Regulations, such information
      as
      may be required to enable each Holder to prepare its federal and state income
      tax returns, (c) prepare and file or cause to be prepared and filed such tax
      returns relating to the Trust as may be required by the Code and applicable
      Treasury Regulations (making such elections as may from time to time be required
      or appropriate under any applicable state or federal statutes, rules or
      regulations) and (d) collect or cause to be collected any withholding tax
      as described in and in accordance with Section 4.02 of this Agreement with
      respect to income or distributions to Holders and prepare or cause to be
      prepared the appropriate forms relating thereto; provided,
      however,
      that
      the Securities Administrator shall not be required to compute the Trust’s gross
      income and provided,
      further,
      that
      the Securities Administrator shall not be required to prepare and file
      partnership or corporation income tax returns on behalf of the Trust (or any
      additional tax work caused by Section 3.09) unless it receives an Opinion of
      Counsel (which shall not be at the Securities Administrator’s expense, but shall
      be an expense of the Trust or other party requesting such opinion) as to the
      necessity of such filings, and reimbursement for related reasonable expenses
      from the Trust not to exceed $10,000 per year. The Owner Trustee, where required
      by applicable tax law to do so, shall sign all tax and information returns
      prepared or caused to be prepared by the Securities Administrator pursuant
      to
      this Section 4.04 at the written request of the Securities Administrator, and
      in
      doing so shall rely entirely upon, and shall have no liability for information
      or calculations provided by, the Securities Administrator, or any other Person.
      In no event shall the Securities Administrator be liable for any errors or
      omissions in preparing or filing the tax returns or errors or omissions in
      maintaining the books of the Trust if such errors or omissions were due to
      errors or omissions in the information contained in the reports delivered by
      the
      Servicers to the Master Servicer pursuant to the underlying Servicing
      Agreements. Anything to the contrary notwithstanding, in no event shall the
      Securities Administrator be liable for any errors or omissions in the preparing
      or filing of any tax returns or in maintaining the books of the Trust unless
      such error or omissions are due to the Securities Administrator’s negligence or
      willful misconduct in so preparing, filing or maintaining.

    
      
        
        

      

      
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    Section
      4.05. Segregation
      of Moneys; No Interest.
      Moneys
      received by or on behalf of the Owner Trustee hereunder and deposited into
      the
      Certificate Distribution Account will be segregated except to the extent
      required otherwise by law or the provisions of the Sale and Servicing Agreement.
      Amounts on deposit in the Certificate Distribution Account shall not be
      invested. The Securities Administrator shall not be liable for payment of any
      interest in respect of such moneys.

    


    ARTICLE
      V

    AUTHORITY
      AND DUTIES OF THE OWNER TRUSTEE;

    ACTION
      BY
      CERTIFICATEHOLDERS

    


    Section
      5.01. General
      Authority.
      The
      Owner Trustee is authorized and directed to execute and deliver the Notes,
      the
      Ownership Certificates, and the other Operative Agreements, including each
      Yield
      Maintenance Agreement, to which the Trust is to be a party and each certificate
      or other document attached as an exhibit to or contemplated by the Operative
      Agreements to which the Trust is to be a party and any amendment or other
      agreement or instrument described herein, as evidenced conclusively by the
      Owner
      Trustee’s execution thereof, and, on behalf of the Trust, to direct the
      Securities Administrator to authenticate the Notes. In addition to the
      foregoing, the Owner Trustee is authorized, but shall not be obligated, to
      take
      all actions required of the Trust pursuant to the Operative
      Agreements.

    


    Section
      5.02. General
      Duties. 

    


    (a) It
      shall
      be the duty of the Owner Trustee to discharge (or cause to be discharged) all
      of
      its responsibilities pursuant to the terms of this Agreement and the other
      Operative Agreements to which the Trust is a party and to administer the Trust
      in the interest of the Certificateholders, subject to the Operative Agreements
      and in accordance with the provisions of this Agreement. Notwithstanding the
      foregoing, the Owner Trustee shall be deemed to have discharged its duties
      and
      responsibilities hereunder and under the Operative Agreements to the extent
      the
      Securities Administrator or the Depositor has agreed in the Administration
      Agreement, the Sale and Servicing Agreement or this Agreement, respectively,
      to
      perform any act or to discharge any duty of the Owner Trustee or the Trust
      hereunder or under any Operative Agreement, and the Owner Trustee shall not
      be
      held liable for the default or failure of the Securities Administrator or the
      Depositor to carry out its obligations under the Administration Agreement,
      this
      Agreement, the Sale and Servicing Agreement, or any other Operative Agreement,
      respectively; and

    


    (b) It
      shall
      be the duty of the Depositor under the Administration Agreement to obtain and
      preserve the Trust’s qualification to do business in each jurisdiction in which
      such qualification is or shall be necessary to protect the validity and
      enforceability of the Indenture, the Notes, the Collateral and each other
      instrument and agreement included in the Trust Estate. It shall be the duty
      of
      the Owner Trustee to cooperate with the Depositor with respect to such
      matters.

    
      
        
        

      

      
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    Section
      5.03. Action
      Upon Instruction.

    


    (a) Subject
      to this Article V and, in particular, Section 5.07 and in accordance with the
      terms of the Operative Agreements, a majority in interest of the Holders may
      by
      written instruction direct the Owner Trustee in the management of the Trust,
      but
      only to the extent consistent with the limited purpose of the Trust. Such
      direction may be exercised at any time by written instruction of the Holders
      pursuant to this Article V.

    


    (b) Notwithstanding
      the foregoing, the Owner Trustee shall not be required to take any action
      hereunder or under any Operative Agreement if the Owner Trustee shall have
      reasonably determined, or shall have been advised by counsel, that such action
      is likely to result in liability on the part of the Owner Trustee or is contrary
      to the terms hereof or of any Operative Agreement or is otherwise contrary
      to
      law.

    


    (c) Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or under any other
      Operative Agreement, or in the event that the Owner Trustee is unsure as to
      the
      application of any provision of this Agreement or any other Operative Agreement
      or any such provision is ambiguous as to its application, or is, or appears
      to
      be, in conflict with any other applicable provision, or in the event that this
      Agreement permits any determination by the Owner Trustee or is silent or is
      incomplete as to the course of action that the Owner Trustee is required to
      take
      with respect to a particular set of facts, the Owner Trustee may promptly give
      notice (in such form as shall be appropriate under the circumstances) to the
      Holders requesting instruction as to the course of action to be adopted, and
      to
      the extent the Owner Trustee acts in good faith in accordance with any written
      instruction of a majority of the Percentage Interest of the Holders of the
      Ownership Certificates, except as provided in Section 5.06, the Owner Trustee
      shall not be liable on account of such action to any Person. If the Owner
      Trustee shall not have received appropriate instruction within 10 days of such
      notice (or within such reasonably shorter period of time as may be specified
      in
      such notice or as reasonably may be necessary under the circumstances) it may,
      but shall be under no duty to, take or refrain from taking such action not
      inconsistent with this Agreement or any other Operative Agreement, as it shall
      deem to be in the best interests of the Holders, and the Owner Trustee shall
      have no liability to any Person for such action or inaction.

    


    Section
      5.04. No
      Duties Except as Specified under Specified Documents or in
      Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Trust Estate, or to otherwise take or refrain from taking any action under,
      or
      in connection with, any document contemplated hereby to which the Owner Trustee
      or the Trust is a party, except as expressly provided (i) in accordance with
      the
      powers granted to and the authority conferred upon the Owner Trustee pursuant
      to
      this Agreement, and (ii) in accordance with any document or instruction
      delivered to the Owner Trustee pursuant to this Agreement; and no implied duties
      or obligations shall be read into this Agreement or any Operative Agreement
      against the Owner Trustee. The Owner 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 the Trust or to prepare or file any Securities and Exchange
      Commission filing for the Trust or to record this Agreement or any Operative
      Agreement or to prepare or file any tax return for the Trust. The Owner Trustee
      nevertheless agrees that it will, at its own cost and expense, promptly take
      all
      action as may be necessary to discharge any liens on any part of the Trust
      Estate that result from actions by, or claims against the Bank that are not
      related to the ownership or the administration of the Trust Estate.

    
      
        
        

      

      
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    Section
      5.05. Restrictions. 

    


    (a) The
      Owner
      Trustee shall not take any action (x) that is inconsistent with the
      purposes of the Trust set forth in Section 2.03 or (y) that, to the Actual
      Knowledge of the Owner Trustee, would result in the Trust becoming taxable
      as a
      corporation for federal income tax purposes. The Holders shall not direct the
      Owner Trustee to take action that would violate the provisions of this Section
      5.05.

    


    (b) The
      Owner
      Trustee shall not, except as provided herein and as provided in the Granting
      Clause of the Indenture, convey or transfer any of the Trust’s properties or
      assets, including those included in the Trust Estate, to any person unless
      (x) it shall have received an Opinion of Counsel to the effect that such
      transaction will not have any material adverse tax consequence to the Trust
      or
      any Holder and (y) such conveyance or transfer shall not violate the provisions
      of the Indenture or the Sale and Servicing Agreement.

    


    Section
      5.06. Prior
      Notice to Holders with Respect to Certain Matters; Separateness
      Covenants.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action (which time may be waived
      by
      Holders holding 100% of the Percentage Interests in the Ownership Certificates),
      the Owner Trustee shall have notified the Holders in writing of the proposed
      action and the Holders holding in aggregate a 100% Percentage Interest in the
      Ownership Certificates shall have notified the Owner Trustee in writing prior
      to
      the 30th day after such notice is given that such Holders have consented to
      such
      action or provided alternative direction:

    


    (a) The
      initiation of any claim or lawsuit by the Trust (except claims or lawsuits
      brought in connection with the collection of cash distributions due and owing
      under the Collateral) and the compromise of any action, claim or lawsuit brought
      by or against the Trust (except with respect to the aforementioned claims or
      lawsuits for collection of cash distributions due and owing under the
      Collateral);

    


    (b) The
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Delaware Trust
      Statute);

    


    (c) The
      amendment of the Indenture by a supplemental indenture or of this Agreement
      or
      any other Operative Agreement in circumstances where the consent of any
      Noteholder is required;

    


    (d) The
      amendment or other change of the Indenture by a supplemental indenture or of
      this Agreement, any Yield Maintenance Agreement, the Auction Swap Agreement
      or
      any other Operative Agreement in circumstances where the consent of any
      Noteholder is not required and such amendment materially adversely affects
      the
      interests of the Holders;

    
      
        
        

      

      
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    (e) The
      amendment of the Sale and Servicing Agreement in circumstances where the consent
      of any Securityholder is required;

    


    (f) The
      amendment, change or modification of the Administration Agreement, except to
      cure any ambiguity or to amend or supplement any provision in a manner or add
      any provision that would not materially and adversely affect the interests
      of
      the Holders;

    


    (g) The
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Agreement of a successor
      Certificate Registrar or Certificate Paying Agent or the consent to the
      assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
      Registrar or Certificate Paying Agent of its obligations under the Indenture
      or
      this Agreement, as applicable;

    


    (h) The
      consent to the calling or waiver of any default of any Operative
      Agreement;

    


    (i) The
      consent to the assignment by the Indenture Trustee of its obligations under
      any
      Operative Agreement;

    


    (j) Except
      as
      provided in Article VIII hereof, the dissolution, termination or liquidation
      of
      the Trust in whole or in part;

    


    (k) The
      merger, conversion or consolidation of the Trust with or into any other entity,
      or conveyance or transfer of all or substantially all of the Trust’s assets to
      any other entity;

    


    (l) The
      incurrence, assumption or guaranty by the Trust of any indebtedness other than
      as set forth in this Agreement or the Operative Agreements;

    


    (m) The
      taking of any action which conflicts with any Operative Agreement or would
      make
      it impossible to carry on the ordinary business of the Trust or change the
      Trust’s purpose and powers set forth in this Agreement;

    


    (n) The
      confession of a judgment against the Trust;

    


    (o) The
      possession of the Trust assets, or assignment of the Trust’s right to property,
      for other than a Trust purpose; or

    


    (p) The
      lending of funds by the Trust to any entity.

    


    The
      Owner
      Trustee shall not be obligated to procure any required written consent of the
      Noteholders to any such action and to the extent such consent is required and
      is
      not provided to the Owner Trustee, the Owner Trustee shall be under no
      obligation to take, or refrain from taking, any such action with respect to
      such
      matters.

    
      
        
        

      

      
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    In
      addition, the Trust shall not commingle its assets with those of any other
      entity. The Trust shall maintain its financial and accounting books and records
      separate from those of any other entity. Except as expressly set forth herein,
      the Trust shall pay its indebtedness, operating expenses and liabilities from
      its own funds, and the Trust shall neither incur any indebtedness nor pay the
      indebtedness, operating expenses and liabilities of any other entity nor
      guarantee nor become obligated for the debts of any other person. Except as
      expressly set forth herein, the Trust shall not engage in any dissolution,
      liquidation, consolidation, merger or sale of assets. The Trust shall maintain
      appropriate minutes or other records of all appropriate actions and shall
      maintain its office and bank accounts separate from the offices and bank
      accounts of the Depositor or any of its Affiliates. The Trust shall not engage
      in any business activity in which it is not currently engaged other than as
      contemplated by the Operative Agreements and related documentation. The Trust
      shall not form, or cause to be formed, any subsidiaries and shall not own or
      acquire any asset other than as contemplated by the Operative Agreements and
      related documentation. Other than as contemplated by the Operative Agreements
      and related documentation, the Trust shall not follow the directions or
      instructions of the Depositor. The Trust shall hold itself out as a separate
      entity from the Depositor, the Certificateholders, and any of their Affiliates,
      conduct its own business in its own name and use stationery, invoices, checks
      or
      other business forms under its own name and not that of any Certificateholder,
      Affiliate, or other person. The Trust shall observe all formalities required
      under the Delaware Trust Statute. The Trust shall not hold out its credit as
      being available to satisfy the obligations of any other person or entity. The
      Trust shall not acquire the obligations or securities of its Affiliates or
      the
      Seller. Other than as contemplated by the Operative Agreements and related
      documentation, the Trust shall not pledge its assets for the benefit of any
      other person or entity. The Trust shall correct any known misunderstanding
      regarding its separate identity. The Trust shall not identify itself as a
      division of any other person or entity. The Trust shall maintain adequate
      capital in light of its contemplated business operations. The Trust shall
      conduct business with its Affiliates on an arm’s-length basis.

    


    For
      accounting purposes, the Trust shall be treated as an entity separate and
      distinct from the Holders. The pricing and other material terms of all
      transactions and agreements to which the Trust is a party shall be intrinsically
      fair to all parties thereto. This Agreement is and shall be the only agreement
      among the parties thereto with respect to the creation, operation and
      termination of the Trust.

    


    Section
      5.07. Action
      by Certificateholders with Respect to Certain Matters. The
      Owner
      Trustee shall not have the power, except upon the written direction of Holders
      holding in the aggregate a 100% Percentage Interest in the Ownership
      Certificates, to (i) remove the Securities Administrator under the
      Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor
      Securities Administrator pursuant to Section 9 of the Administration Agreement,
      (iii) remove or replace the Indenture Trustee, (iv) institute a bankruptcy
      against the Trust, or (v) except as expressly provided in the Indenture, to
      sell
      the Collateral after the termination of the Indenture. The Owner Trustee shall
      take the actions referred to in the preceding sentence only upon written
      instructions signed and authorized by Holders holding in the aggregate a 100%
      Percentage Interest in the Ownership Certificates. So long as the Indenture
      remains in effect, to the extent permitted by applicable law, the Holders shall
      have no power to commence, and shall not commence, any bankruptcy with respect
      to the Trust or direct the Owner Trustee to commence any bankruptcy with respect
      to the Trust.

    


    (b) Upon
      the
      written request of any Certificateholder (a “Proposer”), the Owner Trustee shall
      distribute promptly to all Certificateholders any request for action or consent
      of Certificateholders submitted by such Proposer, with a copy to the Securities
      Administrator. The Owner Trustee shall provide a reasonable method for
      collecting responses to such request and shall tabulate and report the results
      thereof to the Certificateholders and the Securities Administrator. The Owner
      Trustee shall have no responsibility or duty to determine if any such proposed
      action or consent is permitted under the terms of this Agreement or applicable
      law. The Proposer shall pay all reasonable expenses incurred by the Owner
      Trustee under this Section 5.07.

    
      
        
        

      

      
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    Section
      5.08. Action
      by the Holders with Respect to Bankruptcy.
      The
      Owner Trustee shall not have the power to commence or consent to a bankruptcy
      relating to the Trust without the unanimous approval of the Holders and the
      delivery to the Owner Trustee by each such Holder of a certificate certifying
      that such Holder reasonably believes that the Trust is insolvent. This paragraph
      shall survive for one year and one day following termination of this Agreement.
      So long as the Indenture remains in effect, the Holders shall not have the
      power
      to institute, and shall not institute, any bankruptcy with respect to the Trust
      or direct the Owner Trustee to take such action.

    


    Section
      5.09. Restrictions
      on the Holders’ Power.
      The
      Holders shall not direct the Owner Trustee to take or to refrain from taking
      any
      action if such action or inaction would be contrary to any obligation of the
      Trust or the Owner Trustee under this Agreement or any of the Operative
      Agreements or would be contrary to Section 2.03 nor shall the Owner Trustee
      be
      obligated to follow any such direction, if given. The Holders shall not
      guarantee any obligations of the Trust.

    


    Section
      5.10. Majority
      Control. Except
      as
      expressly provided herein, any action that may be taken by the
      Certificateholders under this Agreement may be taken by the Holders of Ownership
      Certificates evidencing not less than a majority of the outstanding Percentage
      Interests of the Ownership Certificates. Except as expressly provided herein,
      any written notice of the Certificateholders delivered pursuant to this
      Agreement shall be effective if signed by Holders of Ownership Certificates
      evidencing not less than a majority of the outstanding Percentage Interests
      of
      the Ownership Certificates at the time of the delivery of such
      notice.

    


    ARTICLE
      VI

    CONCERNING
      THE OWNER TRUSTEE

    


    Section
      6.01. Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform the same
      but only upon the terms of this Agreement. The Owner Trustee also agrees to
      disburse all moneys actually received by it constituting part of the Trust
      Estate upon the terms of this Agreement. The Owner Trustee shall not be
      answerable or accountable hereunder or under any other Operative Agreements
      under any circumstances, except (i) for its own willful misconduct, gross
      negligence or bad faith, (ii) in the case of the inaccuracy of any
      representation or warranty contained in Section 6.04, (iii) for liabilities
      arising from the failure by the Owner Trustee to perform obligations expressly
      undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees
      or other charges based on or measured by any fees, commissions or compensation
      received by the Bank in connection with any of the transactions contemplated
      by
      this Agreement, any other Operative Agreements or the Notes. In particular,
      but
      not by way of limitation:

    
      
        
        

      

      
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    (a) The
      Owner
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer of the Owner Trustee;

    


    (b) The
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by the Owner Trustee in accordance with the instructions of the
      Holders;

    


    (c) No
      provision of this Agreement shall require the Owner Trustee to expend or risk
      funds or otherwise incur any financial liability in the performance of any
      of
      the Owner Trustee’s rights or powers hereunder or under any other Operative
      Agreements if the Bank shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured or provided to it;

    


    (d) Under
      no
      circumstance shall the Owner Trustee be liable for indebtedness evidenced by
      or
      arising under any of the Operative Agreements, including the principal of and
      interest on the Notes;

    


    (e) The
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by the Depositor, the Securities Administrator, the Master Servicer,
      the
      Indenture Trustee, any Officer or the Certificate Paying Agent or Certificate
      Registrar under this Agreement or any other Operative Agreement or otherwise
      and
      the Owner Trustee shall not be obligated to perform or monitor the performance
      of any obligations or duties under this Agreement or the other Operative
      Agreements which are to be performed by the Certificate Paying Agent or
      Certificate Registrar under this Agreement, the Securities Administrator or
      the
      Depositor under the Administration Agreement, the Indenture Trustee under the
      Indenture or by any other Person under any of the Operative Agreements;
      and

    


    (f) The
      Owner
      Trustee shall not be responsible for or in respect of the recitals herein,
      the
      validity or sufficiency of this Agreement or for the due execution hereof by
      the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Trust Estate or for or in respect of the validity or
      sufficiency of the Operative Agreements, other than the certificate of
      authentication on the Ownership Certificates, and the Owner Trustee shall in
      no
      event assume or incur any liability, duty or obligation to any Noteholder,
      the
      Depositor or to the Holders, other than as expressly provided for
      herein.

    


    Section
      6.02. Furnishing
      of Documents.
      The
      Owner Trustee will furnish to the Securities Administrator (for distribution
      to
      the Holders), promptly upon receipt of a written request therefor, duplicates
      or
      copies of all reports, notices, requests, demands, certificates, financial
      statements and any other instruments furnished to the Owner Trustee hereunder
      or
      under the Operative Agreements unless the Securities Administrator shall have
      already received the same.

    


    Section
      6.03. Books
      and Records.
      The
      Owner Trustee shall keep or cause to be kept proper books of record and account
      of all the transactions under this Agreement, including a record of the name
      and
      address of the Holders. The Owner Trustee shall be deemed to have complied
      with
      this Section 6.03 by the appointment of the Securities Administrator and the
      Certificate Paying Agent to perform the duties hereunder.

    


    Section
      6.04. Representations
      and Warranties. 

    
      
        
        

      

      
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    (a) The
      Bank
      represents and warrants to the Depositor, for the benefit of the Holders, as
      follows:

    


    (i) the
      Bank
      is a banking corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has the power and authority to
      execute, deliver and perform its obligations under this Agreement and (assuming
      due authorization, execution and delivery of this Agreement by the Depositor
      and
      the Securities Administrator), has the power and authority as Owner Trustee
      to
      execute and deliver the Operative Agreements and to perform its obligations
      thereunder and, assuming the due authorization, execution and delivery hereof
      by
      the other parties hereto, this Agreement constitutes a legal, valid and binding
      obligation of the Bank or the Owner Trustee, as the case may be, enforceable
      against the Bank or the Owner Trustee, as the case may be, in accordance with
      its terms, except that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

    


    (ii) the
      Bank
      has no reason to believe that anyone authorized to act on its behalf has offered
      any interest in and to the Trust for sale to, or solicited any offer to acquire
      any of the same from, anyone;

    


    (iii) the
      execution, delivery and performance by the Bank, either in its individual
      capacity or as Owner Trustee, as the case may be, of the Operative Agreements
      will not result in any violation of, or be in any conflict with, or constitute
      a
      default under any of the provisions of any indenture, mortgage, chattel
      mortgage, deed of trust, conditional sales contract, lease, note or bond
      purchase agreement, license, judgment, order or other agreement to which the
      Bank is a party or by which it or any of its properties is bound;

    


    (iv) the
      execution and delivery by the Bank of this Agreement, and the performance of
      its
      duties as Owner Trustee hereunder, do not require the consent or approval of,
      the giving of notice to, or the registration with, or the taking of any other
      action with respect to, any governmental authority or agency of the State of
      Delaware (except as may be required by the Delaware securities laws or the
      Delaware Trust Statute or as may be required to enforce the lien of the
      Indenture); and

    


    (v) there
      are
      no pending or, to the best of its knowledge, threatened actions or proceedings
      against the Bank before any court, administrative agency or tribunal which,
      if
      determined adversely to it, would materially and adversely affect its ability,
      either in its individual capacity or as Owner Trustee, as the case may be,
      to
      perform its obligations under this Agreement or the Operative
      Agreements.

    


    (b) Wells
      Fargo Bank, N.A., as Securities Administrator, hereby represents and warrants
      to
      the Depositor, for the benefit of the Holders, that:

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    (i) it
      is a
      national banking association duly organized and validly existing in good
      standing under the laws of the United States, and has the power and authority
      to
      execute, deliver and perform its obligations under this Agreement and, assuming
      the due authorization, execution and delivery hereof by the other parties
      hereto, this Agreement constitutes a legal, valid and binding obligation of
      the
      Securities Administrator, enforceable against the Securities Administrator
      in
      accordance with its terms, except that (a) the enforceability thereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought;

    


    (ii) it
      has
      taken all action necessary to authorize the execution and delivery by it of
      this
      Agreement, and this Agreement will be executed and delivered by one of its
      officers who is duly authorized to execute and deliver this Agreement on its
      behalf; and

    


    (iii) neither
      the execution nor the delivery by it of this Agreement nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal, governmental rule or
      regulation governing the banking or trust powers of the Securities Administrator
      or any judgment or order binding on it, or constitute any default under its
      charter documents or by-laws or any indenture, mortgage, contract, agreement
      or
      instrument to which it is a party or by which any of its properties may be
      bound.

    


    Section
      6.05. Reliance;
      Advice of Counsel. 

    


    (a) Except
      as
      provided in Section 6.01, the Owner Trustee shall incur no liability to anyone
      in acting upon any signature, instrument, notice, resolution, request, consent,
      order, certificate, report, opinion, bond or other document or paper believed
      by
      it to be genuine and believed by it to be signed by the proper party or parties.
      The Owner Trustee may accept a certified copy of a resolution of the board
      of
      directors or other governing body of any corporate or partnership entity as
      conclusive evidence that such resolution has been duly adopted by such body
      and
      that the same is in full force and effect. As to any fact or matter the manner
      of ascertainment of which is not specifically prescribed herein, the Owner
      Trustee may for all purposes hereof rely on a certificate, signed by the
      president or any vice president (or the general partner, in the case of a
      partnership) and by the treasurer or any assistant treasurer or the secretary
      or
      any assistant secretary of the relevant party, as to such fact or matter, and
      such certificate shall constitute full protection to the Owner Trustee for
      any
      action taken or omitted to be taken by it in good faith in reliance
      thereon.

    


    (b) In
      its
      exercise or administration of the trusts and powers hereunder and in the
      performance of its duties and obligations under this Agreement, including its
      obligations under Section 5.02(b), or the other Operative Agreements, the Owner
      Trustee may employ agents and attorneys and enter into agreements (including
      the
      Administration Agreement) with any of them, and the Owner Trustee shall not
      be
      answerable for the default or misconduct of any such agents or attorneys if
      such
      agents or attorneys shall have been selected by the Owner Trustee with
      reasonable care. If, and to the extent, the Holders shall have failed to
      reimburse the Owner Trustee for all reasonable expenses and indemnities incurred
      pursuant to this Section 6.05(b), as provided in Sections 7.01 and 7.02, the
      Owner Trustee may seek reimbursement therefor from the Trust
      Estate.

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    (c) In
      the
      administration of the trusts and performance of its duties hereunder, the Owner
      Trustee may consult with counsel, accountants and other skilled Persons to
      be
      selected and employed by it, and the Owner Trustee shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with the
      reasonable advice or opinion of any such counsel, accountants or other skilled
      Persons. If, and to the extent, the Holders shall have failed to reimburse
      the
      Owner Trustee for all reasonable expenses and indemnities incurred pursuant
      to
      this Section 6.05(c), as provided in Sections 7.01 and 7.02, the Owner Trustee
      may seek reimbursement therefor from the Trust Estate.

    


    Section
      6.06. Not
      Acting in Individual Capacity.
      Except
      as provided in this Article VI, in accepting the trusts hereby created the
      Owner
      Trustee acts solely as trustee hereunder and not in its individual capacity,
      and
      all persons having any claim against the Owner Trustee by reason of the
      transactions contemplated by the Operative Agreements shall look only to the
      Trust Estate for payment or satisfaction thereof.

    


    Section
      6.07. Owner
      Trustee Not Liable for Ownership Certificates or Collateral.
      The
      recitals contained herein and in the Ownership Certificates (other than the
      signature and authentication of the Owner Trustee on the Ownership Certificates)
      shall be taken as the statements of the Depositor, and the Owner Trustee assumes
      no responsibility for the correctness thereof. The Owner Trustee makes no
      representations as to the validity or sufficiency of this Agreement, of any
      Operative Agreement or of the Ownership Certificates (other than the signature
      and authentication of the Owner Trustee on the Ownership Certificates) or the
      Notes, or of any Collateral or related documents. The Owner Trustee shall at
      no
      time have any responsibility or liability for or with respect to the legality,
      validity and enforceability of any Collateral, or the perfection and priority
      of
      any security interest created by any Collateral or the maintenance of any such
      perfection and priority, or for or with respect to the sufficiency of the Trust
      Estate or its ability to generate the payments to be distributed to
      Certificateholders under this Agreement or the Noteholders under the Indenture,
      including, without limitation: the existence, condition and ownership of any
      Collateral; the existence and enforceability of any insurance thereon; the
      existence and contents of any Collateral on any computer or other record
      thereof; the validity of the assignment of any Collateral to the Trust or of
      any
      intervening assignment; the completeness of any Collateral; the performance
      or
      enforcement of any Collateral; the compliance by the Depositor with any warranty
      or representation made under any Operative Agreements or in any related document
      or the accuracy of any such warranty or representation or any action of the
      Securities Administrator or the Indenture Trustee taken in the name of the
      Owner
      Trustee.

    


    Section
      6.08. Owner
      Trustee May Own Ownership Certificates and Notes.
      The
      Owner Trustee in its individual capacity may become the Holder or the owner
      or
      pledgee of Notes and may deal with the Depositor, the Securities Administrator
      and the Indenture Trustee in banking transactions with the same rights as it
      would have if it were not Owner Trustee.

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    Section
      6.09. Licenses.
      The
      Depositor shall cause the Trust to use its best efforts to obtain and maintain
      the effectiveness of any licenses required in connection with this Agreement
      and
      the other Operative Agreements and the transactions contemplated hereby and
      thereby until such time as the Trust shall terminate in accordance with the
      terms hereof. It shall be the duty of the Owner Trustee to cooperate with the
      Depositor with respect to such matters.

    


    Section
      6.10. Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither the Bank
      nor
      the Owner Trustee shall be required to take any action in any jurisdiction
      other
      than in the State of Delaware if the taking of such action will (i) require
      the
      consent or approval or authorization or order of or the giving of notice to,
      or
      the registration with or the taking of any other action in respect of, any
      state
      or other governmental authority or agency of any jurisdiction other than the
      State of Delaware; (ii) result in any fee, tax or other governmental charge
      under the laws of any jurisdiction or any political subdivisions thereof in
      existence on the date hereof other than the State of Delaware becoming payable
      by the Bank or the Owner Trustee; or (iii) subject the Bank or the Owner Trustee
      to personal jurisdiction in any jurisdiction other than the State of Delaware
      for causes of action arising from acts unrelated to the consummation of the
      transactions by the Bank or the Owner Trustee, as the case may be, contemplated
      hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which
      advice shall be an expense of the Trust) to determine whether any action
      required to be taken pursuant to this Agreement results in the consequences
      described in clauses (i), (ii) or (iii) of the preceding sentence. In the event
      that such counsel advises the Owner Trustee that such action will result in
      such
      consequences, the Owner Trustee will appoint a co-trustee pursuant to Section
      9.05 hereof to proceed with such action.

    


    Section
      6.11. Reporting
      Requirements of the Commission. The
      Depositor, the Securities Administrator and the Owner Trustee acknowledge and
      agree that the purpose of this Section 6.11 is to facilitate compliance by
      the
      Depositor with the provisions of Regulation AB. Neither the Depositor nor the
      Securities Administrator shall exercise its right to request delivery of
      information or other performance under these provisions other than in good
      faith, or for purposes other than the Depositor’s compliance with Regulation AB.
      The Owner Trustee agrees to cooperate in good faith with any reasonable request
      made by the Depositor or the Securities Administrator for information regarding
      the Owner Trustee which is required in order to enable the Depositor to comply
      with the provisions of Regulation AB, including, without limitation, Items
      1109(a), 1109(b), 1117 and 1119(a) and (b) of Regulation AB as it relates to
      the
      Owner Trustee or to the Owner Trustee’s obligations under this Trust
      Agreement.

    


    (b) For
      so
      long as the Depositor is required to file reports with respect to the Notes
      under Regulation AB, the Owner Trustee shall, as promptly as practicable, notify
      the Depositor and the Securities Administrator, in writing, of: (i) the
      commencement of or, if applicable, the termination of, any and all legal
      proceedings pending against the Owner Trustee or any and all proceedings of
      which any property of the Owner Trustee is the subject, that is material to
      Securityholders; and (ii) any such proceedings known to be contemplated by
      governmental authorities. The Owner Trustee shall also notify the Depositor
      and
      the Securities Administrator in writing, as promptly as practicable following
      notice to or discovery by a Responsible Officer of the Owner Trustee of any
      material changes to proceedings described in the preceding sentence. In
      addition, the Owner Trustee shall furnish to the Depositor and the Securities
      Administrator, in writing, the necessary disclosure regarding the Owner Trustee
      describing such proceedings required to be disclosed under Item 1117 of
      Regulation AB, for inclusion in reports filed by or on behalf of the Depositor
      with the Commission. 

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    For
      so long as the Notes are outstanding and the Depositor is required to report
      under Regulation AB with respect to the Notes, the Owner Trustee shall, no
      later
      than January 31st
      of each calendar year, provide to the Depositor and the Securities Administrator
      such information regarding the Owner Trustee as is required for the purpose
      of
      compliance with Items 1109(a), 1109(b), 1119(a) and 1119(b) of Regulation AB;
      and (ii) as promptly as practicable following notice to or discovery by a
      Responsible Officer of the Owner Trustee of any changes to such information,
      provide to the Depositor and the Securities Administrator, in writing, such
      updated information. Such information shall include, at a minimum:

    


    (A) the
      Owner Trustee’s name and form of organization;

    


    (B) a
      description of the extent to which the Owner Trustee has had prior experience
      serving as a trustee for asset-backed securities transactions involving mortgage
      backed securities; and

    


    (C) a
      description of any affiliation between the Owner Trustee and any of the parties
      identified in Exhibit E.

    


    In
      addition, the Owner Trustee shall provide a description of whether there is,
      and
      if so the general character of, any business relationship, agreement,
      arrangement, transaction or understanding between the Owner Trustee and any
      of
      the parties identified in Exhibit E that is entered into outside the ordinary
      course of business or is on terms other than would be obtained in an arm’s
      length transaction with an unrelated third party, apart from this transaction,
      that currently exists or that existed during the past two years and that is
      material to an investor’s understanding of the Notes.

    


    With
      respect to the information required to be provided under this Section 6.11(b),
      the Owner Trustee shall not be required to provide such information in the
      event
      that there has been no change to the information previously provided by the
      Owner Trustee to the Depositor. In connection with each report on Form 10-K
      with
      respect to the Notes and each report on Form 10-D with respect to the Notes
      filed by or on behalf of the Depositor, the Owner Trustee shall be deemed to
      represent and warrant, as of March 15th
      for the
      report on Form 10-K and as of the related Payment Date for the report on Form
      10-D, that any information previously provided by the Owner Trustee under this
      Section 6.11 is materially correct and does not contain any material omissions
      unless the Owner Trustee has provided an update to such information.


    


    ARTICLE
      VII

    INDEMNIFICATION
      AND COMPENSATION

    


    Section
      7.01. Trust
      Expenses.
      The
      Initial Holder shall pay the organizational expenses of the Trust as they may
      arise or shall, upon the request of the Owner Trustee, promptly reimburse the
      Owner Trustee for any such expenses paid by the Owner Trustee in connection
      therewith. The Owner Trustee shall be reimbursed from amounts on deposit in
      the
      Collection Account in accordance with Section 8.05 of the Sale and Servicing
      Agreement for the reasonable expenses of the Owner Trustee hereunder (other
      than
      the annual fees paid pursuant to Section 7.03), including, without limitation,
      the reasonable compensation, expenses and disbursements of such agents,
      representatives, experts and counsel as the Owner Trustee may employ in
      connection with the exercise and performance of its rights and duties under
      the
      Operative Agreements.

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    Section
      7.02. Indemnification.
      Thornburg Mortgage, Inc. agrees to assume liability for, and indemnify the
      Bank
      and its successors, assigns, agents and servants, against and from, any and
      all
      liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs,
      expenses and disbursements (including reasonable legal fees and expenses) of
      any
      kind and nature whatsoever (collectively, “Expenses”) which may be imposed on,
      incurred by or asserted at any time against the Bank (whether or not indemnified
      against by other parties) in any way relating to or arising out of this
      Agreement, any Operative Agreement, the Collateral, the administration of the
      Trust Estate or the action or inaction of the Owner Trustee hereunder, except
      only that Thornburg Mortgage, Inc. shall not be required to indemnify the Bank
      for Expenses arising or resulting from any of the matters described in clauses
      (i) through (iv) of the third sentence of Section 6.01; provided,
      however,
      the
      Bank agrees not to seek indemnification from Thornburg Mortgage, Inc. for
      matters for which the Bank is indemnified pursuant to the Sale and Servicing
      Agreement until sixty (60) days after request for indemnification has been
      made
      by the Bank to the appropriate party thereunder and adequate funds have not
      been
      received by the Bank from the appropriate party in connection therewith. The
      Bank agrees that to the extent funds are received under the Sale and Servicing
      Agreement with respect to an indemnification claim for which the Bank has also
      received funds from Thornburg Mortgage, Inc., the Bank shall refund to Thornburg
      Mortgage, Inc. funds equal to such amount received under the Sale and Servicing
      Agreement. The indemnities contained in this Section 7.02 shall survive the
      resignation or termination of the Owner Trustee or the termination of this
      Agreement. In the event of any claim, action or proceeding for which indemnity
      will be sought pursuant to this Section, the Owner Trustee’s choice of legal
      counsel shall be subject to the approval of Thornburg Mortgage, Inc., which
      approval shall not be unreasonably withheld. 

    


    Section
      7.03. Compensation.
      The Bank
      shall receive as compensation for its services hereunder as Owner Trustee such
      fees as are agreed by the Owner Trustee and Thornburg Mortgage Home Loans,
      Inc.
      from the Master Servicer pursuant to the terms of a separate fee
      agreement.

    


    Section
      7.04. Lien
      on Trust Estate.
      The Bank
      shall have a lien on the Trust Estate for any compensation or indemnity due
      hereunder, such lien to be subject only to prior liens of the Indenture. The
      Bank shall not bring any proceedings to foreclose on such lien if and to the
      extent the Trust Estate is subject to the lien of the Indenture. Any amount
      paid
      to the Owner Trustee pursuant to this Article VII shall be deemed not to be
      part
      of the Trust Estate immediately after such payment.

    


    ARTICLE
      VIII

    TERMINATION
      OF AGREEMENT

    


    Section
      8.01. Termination
      of Agreement.

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    (a) This
      Agreement (other than Sections 7.01, 7.02 and 7.04) shall terminate and the
      trusts created hereby shall dissolve and terminate and the Trust Estate shall,
      subject to the Indenture and Sections 4.01 and 7.04 of this Agreement and
      Section 3808 of the Delaware Trust Statute, be distributed to the Holders
pro
      rata
      based on
      their Percentage Interests in the Ownership Certificates, and this Agreement
      shall be of no further force or effect, upon the earlier of (i) the full payment
      of principal and interest due on all Classes of the Notes; and (ii) the sale
      or
      other final disposition by the Indenture Trustee or the Owner Trustee, as the
      case may be, of all the Trust Estate and the final distribution by the
      Securities Administrator or the Owner Trustee, as the case may be, of all moneys
      or other property or proceeds of the Trust Estate in accordance with the terms
      of the Indenture, the Sale and Servicing Agreement and Section 4.02. The
      bankruptcy, liquidation or dissolution of any Holder shall not operate to
      terminate this Agreement, nor entitle such Holder’s legal representatives to
      claim an accounting or to take any action or proceeding in any court for a
      partition or winding up of the Trust Estate, nor otherwise affect the rights,
      obligations and liabilities of the parties hereto.

    


    (b) Except
      as
      provided in Section 8.01(a), neither the Depositor nor the Holders shall be
      entitled to revoke or terminate the Trust established hereunder prior to payment
      in full of the Notes.

    


    (c) Notice
      of
      any termination of the Trust, specifying the Payment Date upon which the Holders
      shall surrender their Ownership Certificates to the Certificate Paying Agent
      for
      payment of the final distribution and cancellation, shall be given by the
      Certificate Paying Agent by letter to the Holders and the Rating Agencies mailed
      within five Business Days of receipt of notice of the final payment on the
      Notes
      pursuant to the Sale and Servicing Agreement, stating (i) the Payment Date
      upon
      or with respect to which final payment of the Ownership Certificates shall
      be
      made upon presentation and surrender of the Ownership Certificates at the office
      of the Certificate Paying Agent therein designated, (ii) the amount of any
      such
      final payment and (iii) that the Record Date otherwise applicable to such
      Payment Date is not applicable, payments being made only upon presentation
      and
      surrender of the Ownership Certificates at the office of the Certificate Paying
      Agent therein specified. The Certificate Paying Agent shall give such notice
      to
      the Owner Trustee and the Certificate Registrar at the time such notice is
      given
      to the Holders. Upon presentation and surrender of the Ownership Certificates,
      the Certificate Paying Agent shall cause to be distributed to the Holders
pro
      rata
      based on
      their Percentage Interests in the Ownership Certificates amounts distributable
      on such Payment Date pursuant to Section 5.01(a)(iv) of the Sale and Servicing
      Agreement.

    


    In
      the
      event that all of the Holders shall not surrender their Ownership Certificates
      for cancellation within six months after the date specified in the above
      mentioned written notice, the Certificate Paying Agent shall give a second
      written notice to the remaining Holders to surrender their Ownership
      Certificates for cancellation and receive the final distribution with respect
      thereto. Subject to applicable laws with respect to escheat of funds, if within
      one year following the Payment Date on which final payment of the Ownership
      Certificates was to have been made pursuant to the Section 4.05 and section
      5.01(a)(iv) of the Sale and Servicing Agreement, all the Ownership Certificates
      shall not have been surrendered for cancellation, the Certificate Paying Agent
      may take appropriate steps, or may appoint an agent to take appropriate steps,
      to contact the remaining Holders concerning surrender of their Ownership
      Certificates, and the cost thereof shall be paid out of the funds and other
      assets that shall remain subject to this Agreement. Any funds remaining in
      the
      Certificate Distribution Account after exhaustion of such remedies shall be
      distributed by the Certificate Paying Agent to the Trust and thereafter the
      Holders of the non-cancelled Ownership Certificates shall look only to the
      Trust
      for payment on a pro
      rata
      basis.

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    (d) Upon
      the
      winding up of the Trust and its termination, and written notice thereof by
      the
      Certificate Paying Agent to the Owner Trustee, the Owner Trustee shall cause
      the
      Certificate of Trust to be cancelled by filing a certificate of cancellation
      with the Secretary of State in accordance with the provisions of Section 3810
      of
      the Delaware Trust Statute.

    


    ARTICLE
      IX

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 

    


    Section
      9.01. Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation satisfying the provisions
      of
      Section 3807(a) of the Delaware Trust Statute; authorized to exercise corporate
      powers; having a combined capital and surplus of at least $50,000,000 and
      subject to supervision or examination by Federal or state authorities; and
      having (or having a parent which has) a short-term debt rating of at least
“A-1”
or the equivalent by, or which is otherwise acceptable to, each Rating Agency.
      If such corporation shall publish reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purpose of this Section, the combined capital and
      surplus of such corporation 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 Owner Trustee shall cease to be eligible in accordance
      with
      the provisions of this Section, the Owner Trustee shall resign immediately
      in
      the manner and with the effect specified in Section 9.02.

    


    Section
      9.02. Resignation
      or Removal of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving 30 days’ prior written notice thereof to the Depositor and the
      Indenture Trustee. Upon receiving such notice of resignation, the Depositor
      shall promptly appoint a successor Owner Trustee by written instrument, in
      duplicate, one copy of which instrument shall be delivered to the resigning
      Owner Trustee and one copy to the successor Owner Trustee. If no successor
      Owner
      Trustee shall have been so appointed and have accepted appointment within 30
      days after the giving of such notice of resignation, the resigning Owner Trustee
      may petition any court of competent jurisdiction for the appointment of a
      successor Owner Trustee.

    


    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.01 and shall fail to resign after written request
      therefor by the Depositor, or if at any time the Owner Trustee shall be legally
      unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
      the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, then the Depositor
      may remove the Owner Trustee. If the Depositor shall remove the Owner Trustee
      under the authority of the immediately preceding sentence, the Depositor shall
      promptly appoint a successor Owner Trustee by written instrument in duplicate,
      one copy of which instrument shall be delivered to the outgoing Owner Trustee
      so
      removed and one copy to the successor Owner Trustee and payment of all fees
      owed
      to the outgoing Owner Trustee.

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Securities Administrator shall provide notice of
      such resignation or removal of the Owner Trustee to the Rating
      Agencies.

    


    Section
      9.03. Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 9.02 shall execute,
      acknowledge and deliver to the Depositor and the Securities Administrator and
      to
      its predecessor Owner Trustee an instrument accepting such appointment under
      this Agreement, and thereupon the resignation or removal of the predecessor
      Owner Trustee shall become effective and such successor Owner Trustee without
      any further act, deed or conveyance, shall become fully vested with all the
      rights, powers, duties, and obligations of its predecessor under this Agreement,
      with like effect as if originally named as Owner Trustee. The predecessor Owner
      Trustee shall upon payment of its fees and expenses deliver to the successor
      Owner Trustee all documents and statements and monies held by it under this
      Agreement; and the Depositor, the Securities Administrator and the predecessor
      Owner Trustee shall execute and deliver such instruments and do such other
      things as may reasonably be required for fully and certainly vesting and
      confirming in the successor Owner Trustee all such rights, powers, duties,
      and
      obligations.

    


    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 9.01.

    


    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Securities Administrator shall mail notice of the successor of such Owner
      Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and
      the Rating Agencies. If the Securities Administrator fails to mail such notice
      within 10 days after acceptance of appointment by the successor Owner Trustee,
      the successor Owner Trustee shall cause such notice to be mailed at the expense
      of the Securities Administrator.

    


    Section
      9.04. Merger
      or Consolidation of Owner Trustee.
      Any
      Person into which the Owner Trustee may be merged or converted or with which
      it
      may be consolidated or any Person resulting from any merger, conversion or
      consolidation to which the Owner Trustee shall be a party, or any Person
      succeeding to all or substantially all of the corporate trust business of the
      Owner Trustee, shall be the successor of the Owner Trustee hereunder,
provided
      such
      Person shall be eligible pursuant to Section 9.01, without the execution or
      filing of any instrument or any further act on the part of any of the parties
      hereto, anything herein to the contrary notwithstanding.

    


    Section
      9.05. Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Estate or any Collateral may at the time be located, and for the
      purpose of performing certain duties and obligations of the Owner Trustee with
      respect to the Trust and the Certificates under the Sale and Servicing
      Agreement, the Owner Trustee shall have the power and shall execute and deliver
      all instruments to appoint one or more Persons approved by the Owner Trustee
      to
      act as co-trustee, jointly with the Owner Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust Estate, and to vest in such
      Person, in such capacity, such title to the Trust, or any part thereof, and,
      subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Owner Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee under this Agreement shall be
      required to meet the terms of eligibility as a successor trustee pursuant to
      Section 9.01 and no notice of the appointment of any co-trustee or separate
      trustee shall be required pursuant to Section 9.03.

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    The
      Owner
      Trustee hereby appoints the Securities Administrator for the purpose of
      establishing and maintaining the Certificate Distribution Account and making
      investments and the distributions therefrom to the Persons entitled thereto
      pursuant to Section 4.02 of this Agreement. 

    


    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provision and
      conditions:

    


    (a) all
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Owner Trustee joining in such act), except to the extent that under any law
      of
      any jurisdiction in which any particular act or acts are to be performed, the
      Owner 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 or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Owner Trustee; 

    


    (b) no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and 

    


    (c) the
      Owner
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

    


    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to the separate trustees and co-trustees, as if given to each
      of
      them. Every instrument appointing any separate trustee or co-trustee, other
      than
      this Agreement, shall refer to this Agreement and to the conditions of this
      Article. Each separate trustee and co-trustee, upon its acceptance of
      appointment, shall be vested with the estates specified in its instrument of
      appointment, either jointly with the Owner 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 Owner Trustee.
      Each
      such instrument shall be filed with the Owner Trustee and a copy thereof given
      to the Securities Administrator.

    


    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee as
      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. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor trustee.

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      X

    MISCELLANEOUS

    


    Section
      10.01. Supplements
      and Amendments.
      This
      Agreement may be amended by the Depositor, the Securities Administrator and
      the
      Owner Trustee, with the consent of the Holders and with prior written notice
      to
      the Rating Agencies, but without the consent of any of the Noteholders or the
      Indenture Trustee, to (a) cure any ambiguity, to correct or supplement any
      provisions in this Agreement or for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any of the provisions in this Agreement
      or
      of modifying in any manner the rights of the Noteholders or the Holders or
      (b)
      to comply with Regulation AB under Section 6.11 hereof; provided,
      however, that
      such
      action shall not, as evidenced by an Opinion of Counsel, adversely affect in
      any
      material respect the interests of any Noteholder or any Holder or adversely
      affect the tax status of the Trust. An amendment shall not be deemed to
      adversely affect in any material respect the interests of any Noteholder or
      any
      Holder and no opinion referred to in the preceding proviso shall be required
      to
      be delivered if the Person requesting the amendment obtains a letter from each
      Rating Agency stating that the amendment would not result in the downgrading
      or
      withdrawal of the respective ratings then assigned to each Class of Notes.
      Notwithstanding the preceding sentence, an opinion shall be required with
      respect to tax matters as set forth in this paragraph. Notwithstanding the
      foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency
      referred to above shall be required if such amendment is made pursuant to (b)
      above.

    


    This
      Agreement may also be amended from time to time by the Depositor, the Securities
      Administrator and the Owner Trustee, with the prior written consent of the
      Rating Agencies and with the prior written consent of the Indenture Trustee,
      the
      Holders (as defined in the Indenture) of Notes evidencing more than 662⁄3% of the
      Outstanding Balance (as defined in the Indenture) of the Notes, and the consent
      of Holders of 662⁄3% of the Percentage Interest in the Ownership Certificates, 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, as evidenced by an Opinion of Counsel, adversely affect
      the tax status of the Trust; and provided,
      further,
      that no
      such amendment shall (a) increase or reduce in any manner the amount of, or
      accelerate or delay the timing of, collections of payments on the Collateral
      or
      payments that shall be required to be made for the benefit of the Noteholders
      or
      the Holders or (b) reduce the aforesaid percentage of the Outstanding
      Balance of the Notes and the Percentage Interests of Holders of the Ownership
      Certificates required to consent to or to waive the requirement for the Holders
      to consent to any such amendment, in either case of clause (a) or (b)
      without the consent of the holders of all the outstanding Notes and Ownership
      Certificates, respectively.

    


    Notwithstanding
      the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended
      in
      any manner unless (i) 100% of the Outstanding Balance of the Noteholders have
      consented in writing thereto, (ii) the Rating Agencies have consented in writing
      thereto or (iii) the Notes have been paid in full and the Indenture has been
      discharged.

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    Promptly
      after the execution of any such amendment or consent, the Owner Trustee shall
      furnish written notification of the substance of such amendment or consent
      to
      the Holders, the Indenture Trustee and the Rating Agencies.

    


    It
      shall
      not be necessary for the consent of the Holders, the Noteholders or the
      Indenture Trustee pursuant to this Section 10.01 to approve the particular
      form
      of any proposed amendment or consent, but it shall be sufficient if such consent
      shall approve the substance thereof. The manner of obtaining such consents
      (and
      any other consents of the Holders provided for in this Agreement or in any
      other
      Operative Agreement) and of evidencing the authorization of the execution
      thereof by the Holders shall be subject to such reasonable requirements as
      the
      Owner Trustee may prescribe.

    


    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of
      State.

    


    Prior
      to
      the execution of any amendment to this Agreement or the Certificate of Trust,
      the Owner Trustee and the Securities Administrator shall be entitled to receive
      and rely upon an Opinion of Counsel, at the expense of the Trust, stating that
      the execution of such amendment is authorized or permitted by this Agreement.
      Neither the Owner Trustee nor the Securities Administrator shall be obligated
      to
      enter into any such amendment which affects the Owner Trustee’s or Securities
      Administrator’s own rights, duties or immunities under this Agreement or
      otherwise.

    


    Section
      10.02. No
      Legal Title to Trust Estate in Holders.
      The
      Holders shall not have legal title to any part of the Trust Estate and shall
      only be entitled to receive distributions pursuant to Section 4.02 once all
      amounts then owing with respect to the Notes have been paid in accordance with
      the Indenture. No transfer, by operation of law of any right, title and interest
      of the Holders in and to its undivided beneficial interest in the Trust Estate
      or hereunder shall operate to terminate this Agreement or the trusts hereunder
      or entitle any successor transferee to an accounting or to the transfer to
      it of
      legal title to any part of the Trust Estate.

    


    Section
      10.03. Pledge
      of Collateral by Owner Trustee is Binding.
      The
      pledge of the Collateral to the Indenture Trustee by the Trust made under the
      Indenture and pursuant to the terms of this Agreement shall bind the Holders
      and
      shall be effective to transfer or convey the rights of the Trust and the Holders
      in and to such Collateral to the extent set forth in the Indenture. No purchaser
      or other grantee shall be required to inquire as to the authorization,
      necessity, expediency or regularity of such pledge or as to the application
      of
      any proceeds with respect thereto by the Owner Trustee.

    


    Section
      10.04. Limitations
      on Rights of Others.
      Nothing
      in this Agreement, whether express or implied (except for Section 7.04), shall
      be construed to give to any Person other than the Owner Trustee and the Holders
      any legal or equitable right in the Trust Estate or under or in respect of
      this
      Agreement or any covenants, conditions or provisions contained
      herein.

    


    Section
      10.05. Notices.
      Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and delivered by hand, by courier or mailed by certified
      mail, postage prepaid, (a) if to the Owner Trustee or the Trust, addressed
      to it
      at the Corporate Trust Office of the Owner Trustee or to such other address
      as
      the Owner Trustee may have set forth in a written notice to the Holders
      addressed to them at the addresses set forth for such Certificateholders in
      the
      Certificate Register and to the Depositor; (b) if to the Securities
      Administrator, addressed to it at the Corporate Trust Office of the Securities
      Administrator located at P.O. Box 98, Columbia, Maryland, 21045; and (c) if
      to
      the Certificate Registrar, addressed to it at the Corporate Trust office of
      the
      Certificate Registrar; and (d) if to the Depositor, addressed to it at
      Structured Asset Securities Corporation, 745 Seventh Avenue, 7th Floor, New
      York, NY 10019, Attention: Mortgage Finance, Thornburg 2007-1. Whenever any
      notice in writing is required to be given by the Owner Trustee or the Securities
      Administrator, such notice shall be deemed given and such requirement satisfied
      if such notice is mailed by certified mail, postage prepaid, addressed as
      provided above.

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


    Section
      10.06. Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

    


    Section
      10.07. Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

    


    Section
      10.08. Successors
      and Assigns.
      All
      representations, warranties, covenants and agreements contained herein shall
      be
      binding upon, and inure to the benefit of, the Owner Trustee and its successors
      and assigns and the Depositor and each Holder and its respective successors,
      all
      as herein provided. Any request, notice, direction, consent, waiver or other
      instrument or action by any Holder shall bind the successors of such
      Holder.

    


    Section
      10.09. Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

    


    Section
      10.10. Governing
      Law.
      THIS
      AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE CONFLICT OF
      LAWS PROVISIONS THEREOF, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
      PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 3540 OF TITLE 12
      OF
      THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

    


    Section
      10.11. No
      Petition. 

    


    (a) The
      Owner
      Trustee and the Securities Administrator, by entering into this Agreement,
      the
      Holders, by accepting the Ownership Certificates, and the Indenture Trustee
      and
      each Noteholder, by accepting the benefits of this Agreement, hereby covenant
      and agree that they will not at any time institute against the Depositor or
      the
      Trust, or join in any institution against the Depositor or the Trust of, any
      bankruptcy under any United States federal or state bankruptcy or similar law
      in
      connection with any obligations relating to the Ownership Certificates, the
      Notes, this Agreement or any of the other Operative Agreements.

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    (b) The
      Depositor shall not be liable for the default or misconduct of the Securities
      Administrator, the Owner Trustee, the Indenture Trustee or the Certificate
      Paying Agent under any of the Operative Agreements or otherwise and the
      Depositor shall have no obligation or liability to perform the obligations
      of
      the Trust under this Agreement or the Operative Agreements that are required
      to
      be performed by the Securities Administrator under the Administration Agreement
      or the Indenture Trustee under the Indenture.

    


    Section
      10.12. No
      Recourse.
      Each
      Holder by accepting any Ownership Certificates acknowledges that such Ownership
      Certificate represents a beneficial ownership interest in the Trust only and
      does not represent an interest in or an obligation of the Depositor, the
      Securities Administrator, the Owner Trustee, any co-trustee, the Bank or any
      Affiliate thereof (other than the Trust) and no recourse may be had against
      such
      parties or their assets, except as may be expressly set forth or contemplated
      in
      this Agreement, the Ownership Certificates or the other Operative
      Agreements.

    


    ARTICLE
      XI

    OFFICERS

    


    Section
      11.01. Appointment
      of Officers.
      The
      Trust may have one or more Officers who are hereby empowered to take and are
      responsible for performing all ministerial duties on behalf of the Trust
      pursuant to this Agreement and the other Operative Agreements, including,
      without limitation, the execution of Officers’ Certificates (as defined in the
      Indenture), Issuer Orders (as defined in the Indenture), Issuer Requests (as
      defined in the Indenture), the annual compliance report required under Section
      3.09 of the Indenture, and any annual reports, documents and other reports
      which
      the Trust is required to file with the Securities and Exchange Commission
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
      amended. Each of the Chairman of the Board, the Chief Executive Officer, the
      President, each Senior Vice President and each Vice President of the Depositor
      is hereby appointed as an Officer of the Trust. The Depositor shall promptly
      deliver to the Owner Trustee and the Indenture Trustee a list of its officers
      who shall become the Officers of the Trust pursuant to this Section
      11.01.

    


    Section
      11.02. Officers
      to Provide Information to the Owner Trustee.
      It shall
      be the duty of each Officer to keep the Owner Trustee reasonably and promptly
      informed as to material events relating to the Trust, including, without
      limitation, all claims pending or threatened against the Trust, the purchase
      and
      sale of any material portion of the Trust Estate and the execution by such
      Officer on behalf of the Trust of any material agreements or
      instruments.

    


    



    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
      duly
      executed by their respective officers hereunto duly authorized, as of the day
      and year first above written.

     

    STRUCTURED
      ASSET SECURITIES 

    CORPORATION,
      as Depositor

    


    


    By:  /s/
      Mary Stone            

    Name:
      Mary
      Stone

    Title:
      Vice President

    


    


    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity but solely as 

    Owner
      Trustee

    


    


    By: 
      /s/
      Jeanne M. Oller            

    Name:
      Jeanne M. Oller

    Title:
      Senior Financial Services Officer

    


    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity but solely as Securities 

    Administrator

    


    


    By: 
      /s/
      Carla S. Walker            

    Name:
      Carla S. Walker

    Title:
      Vice President 

    


    


    Acknowledged
      and Agreed, solely

    for
      purposes of Section 7.02:

    


    THORNBURG
      MORTGAGE, INC.

    


     

    By: 
      /s/
      Deborah J. Burns            

    Name:
      Deborah
      J. Burns

    Title:
      Senior Vice President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [FORM
      OF
      OWNERSHIP CERTIFICATES]

     

    [Face]

    


    THIS
      OWNERSHIP CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
      STATE. THIS OWNERSHIP CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR
      SOLD
      OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (A)
      A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A
      TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
      LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT
      TO
      RULE 144A OR (B) AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
      (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT THAT IS ACQUIRING THE
      OWNERSHIP CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
      INSTITUTIONAL “ACCREDITED INVESTOR,” NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
      CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE ACT. NO PERSON IS
      OBLIGATED TO REGISTER THIS OWNERSHIP CERTIFICATE UNDER THE ACT OR ANY STATE
      SECURITIES LAWS.

     

    NO
      TRANSFER OF THIS OWNERSHIP CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
      REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF
      THIS OWNERSHIP CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN.

     

    ANY
      SALE
      OR TRANSFER OF ANY BENEFICIAL OWNERSHIP INTEREST IN THIS OWNERSHIP CERTIFICATE
      MAY ONLY BE EFFECTUATED IF (I) THE TRANSFEREE DELIVERS TO THE OWNER TRUSTEE,
      THE
      INDENTURE TRUSTEE AND THE CERTIFICATE REGISTRAR AN OPINION OF COUNSEL THAT
      THE
      SALE, TRANSFER OR OTHER DISPOSITION OF SUCH OWNERSHIP CERTIFICATE WILL NOT
      RESULT IN THE TRUST BECOMING SUBJECT TO TAX FOR FEDERAL INCOME TAX PURPOSES
      OR
      (II) SUCH SALE OR TRANSFER IS IN CONJUNCTION WITH A SIMULTANEOUS SALE OR
      TRANSFER OF AN EQUAL PERCENTAGE INTEREST IN ALL CLASSES OF THE PRIVATELY OFFERED
      NOTES THEN OUTSTANDING.

     

    THIS
      OWNERSHIP CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
      DEPOSITOR, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE SECURITIES
      ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY
      PROVIDED IN THE TRUST AGREEMENT OR THE OTHER OPERATIVE AGREEMENTS.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    THIS
      OWNERSHIP CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE
      SALE AND SERVICING AGREEMENT REFERRED TO HEREIN.

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1

     

     

    
      	
              Certificate
                No. _________

            	
              Percentage
                Interest: ___%

            


    

    


    
      	
              First
                Payment Date: March 26, 2007

            	
              CUSIP:
                _____________

            


    

     

    Evidencing
      a fractional undivided beneficial ownership interest in the Trust, the property
      of which consists primarily of the Collateral in Thornburg Mortgage Securities
      Trust 2007-1 (the “Trust”), a Delaware statutory trust formed by Structured
      Asset Securities Corporation, a Delaware corporation, as Depositor (the
“Depositor”), pursuant to the Agreement referred to below.

     

    This
      certifies that [insert name of Holder] is the registered owner of the Percentage
      Interest in the Ownership Certificates referred to above.

     

    The
      Trust
      was created pursuant to a trust agreement, dated February 23, 2007, as amended
      and restated by that amended and restated trust agreement dated February 27,
      2007 (as amended and supplemented from time to time, the “Agreement” or “Trust
      Agreement”), among the Depositor, Wilmington Trust Company, as owner trustee
      (the “Owner Trustee”, which term includes any successor entity under the
      Agreement) and Wells Fargo Bank, N.A. (“Wells Fargo Bank”), as securities
      administrator (in such capacity, the “Securities Administrator”), a summary of
      certain of the pertinent provisions of which is set forth hereinafter. This
      Ownership Certificate is issued under and is subject to the terms, provisions
      and conditions of the Agreement, to which Agreement the Holder of this Ownership
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound, as described in the Sale and Servicing Agreement. Distributions on
      this Ownership Certificate shall be made by Wells Fargo Bank in its capacity
      of
      Certificate Paying Agent under the Agreement and as Securities Administrator
      under the Sale and Servicing Agreement referred to below.

     

    This
      Ownership Certificate is one of a duly authorized issue of Ownership
      Certificates (herein called the “Ownership Certificates”) issued under the
      Agreement to which reference is hereby made for a statement of the respective
      rights thereunder of the Depositor, the Owner Trustee and the Holders of the
      Ownership Certificates and the terms upon which the Ownership Certificates
      are
      executed and delivered. To the extent not otherwise defined herein, capitalized
      terms used herein have the meanings assigned to such terms in the Agreement
      or
      the Sale and Servicing Agreement, dated as of February 1, 2007 (as amended
      and
      supplemented from time to time, the “Sale and Servicing Agreement”), by and
      among the Trust, the Seller, the Initial Seller, the Depositor, the Master
      Servicer, the Securities Administrator and LaSalle Bank National Association,
      as
      Indenture Trustee (the “Indenture Trustee”). The rights of the Holders of the
      Ownership Certificates are subordinated to the rights of the Holders of the
      Notes as set forth in the Indenture, dated as of February 1, 2007 (the
“Indenture”), among the Trust, the Indenture Trustee and the Securities
      Administrator.

     

    There
      will be distributed on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the next Business Day (each, a “Payment Date”), commencing
      in March 2007, to the Person in whose name this Ownership Certificate is
      registered at the close of business on the last Business Day of the month
      preceding the month of such Payment Date (the “Record Date”), such
      Certificateholder’s Percentage Interest (as shown in the face of this Ownership
      Certificate) in the amount to be distributed to Certificateholders on such
      Payment Date, all as described in the Sale and Servicing Agreement.

    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

     

    The
      Certificateholder, by its acceptance of this Ownership Certificate, agrees
      that
      it will look solely to the funds on deposit in the Certificate Distribution
      Account that have been released from the lien of the Indenture for payment
      hereunder and that none of the Owner Trustee, the Securities Administrator,
      or
      the Certificate Paying Agent in their individual capacities or the Depositor
      is
      personally liable to the Certificateholders for any amount payable under this
      Ownership Certificate or the Agreement or, except as expressly provided in
      the
      Agreement, subject to any liability under the Agreement.

     

    The
      Holder of this Ownership Certificate acknowledges and agrees that its rights
      to
      receive distributions in respect of this Ownership Certificate are subordinated
      to the rights of the Noteholders as described in the Indenture.

     

    The
      Depositor and each Certificateholder, by acceptance of an Ownership Certificate,
      agree to treat, and to take no action inconsistent with the treatment of, the
      Ownership Certificates for federal, state and local income tax purposes as
      an
      equity interest in the Trust.

     

    Each
      Certificateholder, by its acceptance of an Ownership Certificate, covenants
      and
      agrees that such Certificateholder will not at any time institute against the
      Depositor or the Trust, or join in any institution against the Depositor or
      the
      Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Ownership Certificates, the Notes, the Agreement or any other of the Operative
      Agreements.

     

    Distributions
      on this Ownership Certificate will be made as provided in the Agreement by
      the
      Certificate Paying Agent by wire transfer or check mailed to the
      Certificateholder of record in the Certificate Register without the presentation
      or surrender of this Ownership Certificate or the making of any notation hereon.
      Except as otherwise provided in the Agreement and notwithstanding the above,
      the
      final distribution on this Ownership Certificate will be made after due notice
      by the Certificate Paying Agent of the pendency of such distribution and only
      upon presentation and surrender of this Ownership Certificate at the office
      or
      agency maintained by the Certificate Registrar for that purpose by the
      Trust.

     

    Reference
      is hereby made to the further provisions of this Ownership Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent by manual
      signature, this Ownership Certificate shall not entitle the Holder hereof to
      any
      benefit under the Agreement or be valid for any purpose.

     

    THIS
      OWNERSHIP CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
      THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    

      IN
        WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
        individual capacity, has caused this Ownership Certificate to be duly
        executed.

       

      THORNBURG
        MORTGAGE SECURITIES TRUST 2007-1

      By:      WILMINGTON
        TRUST COMPANY, not in its 

      individual
        capacity but solely as Owner Trustee

       

       

      By: 
        ________________________________________

      Authorized
        Signatory

       

      


      Dated:
        __________

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        the Ownership Certificate referred to in the within-mentioned Trust
        Agreement.

       

      WELLS
        FARGO BANK, N.A., not in its individual capacity but solely as Certificate
        Registrar

       

      


      By: 
        ________________________________________

      Authorized
        Signatory


      


      


      Dated:
        __________

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF OWNERSHIP CERTIFICATE]

     

    The
      Ownership Certificates do not represent an obligation of, or an interest in,
      the
      Depositor, the Indenture Trustee, the Owner Trustee, the Securities
      Administrator, the Bank or any Affiliates of any of them and no recourse may
      be
      had against any such parties or their assets, except as expressly set forth
      or
      contemplated herein or in the Agreement or the other Operative Agreements.
      In
      addition, this Ownership Certificate is not guaranteed by any governmental
      agency or instrumentality and is limited in right of payment to certain
      collections and recoveries with respect to the Collateral, all as more
      specifically set forth herein. A copy of the Agreement may be examined by any
      Certificateholder upon written request during normal business hours at the
      principal office of the Depositor and at such other places, if any, designated
      by the Depositor.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the effect that such
      amendment complies with the provisions of the Agreement and would not cause
      the
      Trust to be subject to an entity level tax. If the purpose of the amendment
      is
      to correct any mistake, eliminate any inconsistency, cure any ambiguity or
      deal
      with any matter not covered or to comply with the requirements of Regulation
      AB,
      it shall not be necessary to obtain the consent of any Noteholder or the
      Indenture Trustee. If the purpose of the amendment is to add or eliminate or
      change any provision of the Agreement, other than as specified in the preceding
      sentence, the amendment shall require the consent of the Holders of 662⁄3% of the
      Percentage Interest in the Ownership Certificates, the consent of Noteholders
      evidencing more than 662⁄3% of the Outstanding Balance of the Notes and the
      Indenture Trustee; provided,
      however,
      that no
      such amendment shall (i) reduce in any manner the amount of, or delay the time
      of, payments received that are required to be distributed to any
      Certificateholder or Noteholder, or (ii) reduce the aforesaid percentage of
      Certificateholders and Noteholders which are required to consent to any such
      amendment, in the case of either clause (i) or (ii), without the consent of
      the
      holders of all the outstanding Notes and Certificates, as
      applicable.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Ownership Certificate is registerable in the Certificate
      Register upon surrender of this Ownership Certificate for registration of
      transfer at the offices or agencies of the Certificate Registrar maintained
      by
      the Trust, accompanied by a written instrument of transfer in form satisfactory
      to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Ownership
      Certificates of authorized denominations evidencing the same aggregate interest
      in the Trust will be issued to the designated transferee. The initial
      Certificate Registrar appointed under the Agreement is the Securities
      Administrator.

     

    The
      Ownership Certificates are issuable only in a minimum Percentage Interest of
      10%
      and multiples of one (1%) in excess thereof. As provided in the Agreement and
      subject to certain limitations therein set forth, Ownership Certificates are
      exchangeable for new Ownership Certificates evidencing in the aggregate the
      Percentage Interest of the Ownership Certificate surrendered in the exchange,
      as
      requested by the Holder surrendering the same. No service charge will be made
      for any such registration of transfer or exchange, but the Owner Trustee or
      the
      Certificate Registrar may require payment of a sum sufficient to cover any
      tax
      or governmental charge payable in connection therewith or any expense incurred
      thereby.

    
      
         

      

      
        A-6

        
          

        

      

      
         

      

    

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Securities Administrator, the
      Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying
      Agent, the Securities Administrator and the Certificate Registrar may treat
      the
      Person in whose name this Ownership Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Securities Administrator, the Certificate Registrar or any such
      agent
      shall be affected by any notice to the contrary.

     

    The
      obligations and responsibilities created by the Agreement and the Trust created
      thereby shall terminate upon the satisfaction and discharge of the Indenture
      pursuant to Section 4.01 thereof and the termination of the Sale and Servicing
      Agreement.

     


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

    
       

      
        

      

    

    (Please
      print or type name and address, including postal zip code, of
      assignee)

     

    
      

    

    the
      within Ownership Certificate, and all rights thereunder, hereby irrevocably
      constituting and appointing

    
       

      
        

      

    

    to
      transfer said Ownership Certificate on the books of the Certificate Registrar,
      with full power of substitution in the premises.

     

    Dated:

     

    ___________________________________*/
Signature
      Guaranteed:


    ___________________________________*/

     

    */
      NOTICE: The signature to this assignment must correspond with the name as it
      appears upon the face of the within Ownership Certificate in every particular,
      without alteration, enlargement or any change whatever. Such signature must
      be
      guaranteed by a member firm of the New York Stock Exchange or a commercial
      bank
      or trust company.

     


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    Distribution
      shall be made by wire transfer in immediately available funds __________________
      to for the account of ______________________________, account number
      _______________, or, if mailed by check, to
      _________________________________.

     

    Applicable
      statements should be mailed to __________________________________.

     

     

    ________________________________________

    Signature
      of assignee or agent

    (for
      authorization of wire transfer only)

    



    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF
      CERTIFICATE OF TRUST

    OF

    THORNBURG
      MORTGAGE SECURITIES TRUST 2007-1

     

    This
      Certificate of Trust of Thornburg Mortgage Securities Trust 2007-1 (the “Trust”)
      is being duly executed and filed by the undersigned, as owner trustee, to form
      a
      statutory trust under the Delaware Statutory Trust Act, 12 Del. C.§§
3801
      et seq.
      (the
“Act”).

     

    1. Name.
      The
      name of the statutory trust formed hereby is Thornburg Mortgage Securities
      Trust
      2007-1.

     

    2. Delaware
      Trustee.
      The
      name and the business address of the trustee of the Trust with a principal
      place
      of business in the State of Delaware and County of New Castle is Wilmington
      Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware 19890.

     

    3. Effective
      Date.
      This
      Certificate of Trust shall be effective upon filing with the Secretary of State
      of the State of Delaware.

     

    IN
      WITNESS WHEREOF, the undersigned, being the owner trustee of the Trust, has
      duly
      executed this Certificate of Trust in accordance with Section 3811(a)(1) of
      the
      Act.

     

    Wilmington
      Trust Company,

    as
      Owner
      Trustee

     

    By: 
      ______________________________

    Name:

    Title:

    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

    


     

    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    


    __________________

    Date              

    


    Wells
      Fargo Bank, N.A.

    as
      Certificate Registrar and Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    


    Wilmington
      Trust Company

        as
      Owner Trustee

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    


    Structured
      Asset Securities Corporation

        as
      Depositor

    745
      Seventh Avenue

    New
      York,
      New York 10019

    


    Thornburg
      Mortgage Securities Trust 2007-1

    745
      Seventh Avenue

    New
      York,
      New York 10019

    


    Attention:
      Corporate Trust Department

    


    
      	
              Re:

            	
              Thornburg
                Mortgage Securities Trust 2007-1 Ownership
                Certificates

            


    

    


    Ladies
      and Gentlemen:

    


    In
      connection with our acquisition of Thornburg Mortgage Securities Trust 2007-1
      Ownership Certificates (the “Certificates”), we certify that (a) we understand
      that the Certificates have not been registered under the Securities Act of
      1933,
      as amended (the “Act”), or any state securities laws and is being transferred to
      us in a transaction that is exempt from the registration requirements of the
      Act
      and any such laws, (b) we have such knowledge and experience in financial
      and business matters that we are capable of evaluating the merits and risks
      of
      investment in the Certificates, (c) we have had the opportunity to ask questions
      of and receive answers from Structured Asset Securities Corporation (the
“Depositor”) concerning the purchase of the Certificates and all matters
      relating thereto or any additional information deemed necessary to our decision
      to purchase the Certificates, (d) we have not, nor has anyone acting on our
      behalf, offered, transferred, pledged, sold or otherwise disposed of the
      Certificates or any interest in the Certificates, or solicited any offer to
      buy,
      transfer, pledge or otherwise dispose of the Certificates or any interest in
      the
      Certificates from any person in any manner, or made any general solicitation
      by
      means of general advertising or in any other manner, or taken any other action
      that would constitute a distribution of the Certificates under the Act or that
      would render the disposition of the Certificates a violation of Section 5 of
      the
      Act or any state securities laws or require registration pursuant thereto,
      and
      we will not act, or authorize any person to act, in such manner with respect
      to
      the Certificates and (e) we are a “qualified institutional buyer” as that term
      is defined in Rule 144A under the Act (“Rule 144A”). We are aware that the sale
      to us is being made in reliance on Rule 144A.

    
      
         

      

      
        C-1-1

        
          

        

      

      
         

      

    

     

    We
      are
      acquiring the Certificates for our own account or for resale pursuant to Rule
      144A and understand that such Certificates may be resold, pledged or transferred
      only (1) to a person reasonably believed to be a qualified institutional buyer
      that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or transfer
      is being made in reliance on Rule 144A or (2) pursuant to another exemption
      from
      registration under the Act.

     

    We
      hereby
      acknowledge that under the terms of the Amended and Restated Trust Agreement
      among Structured Asset Securities Corporation, as Depositor, Wilmington Trust
      Company, as Owner Trustee, and Wells Fargo Bank, N.A., as Securities
      Administrator, dated February 27, 2007, no transfer of the Certificates shall
      be
      permitted to be made to any person unless (i) except in the case of transfers
      of
      Certificates in conjunction with a simultaneous sale or transfer of an equal
      Percentage Interest in all classes of the Privately Offered Notes outstanding
      (and any sale or transfer of any beneficial ownership interest in the Privately
      Offered Notes may only be effectuated in conjunction with a simultaneous sale
      or
      transfer of an equal Percentage Interest in (x) all other classes of Privately
      Offered Notes then outstanding and (y) the Certificates) unless we or any
      prospective transferee furnishes to the Certificate Registrar an opinion of
      counsel concluding that the transfer will not cause the Trust to become subject
      to federal income tax as a corporation and (ii) only if the Certificate
      Registrar has received a certificate from such transferee in the form hereof.
      We
      also hereby acknowledge that, under the terms of the Trust Agreement, no
      transfer of less than a 10% Percentage Interest in the Certificates shall be
      permitted.

     

    In
      addition, we hereby certify that we are not an employee benefit plan subject
      to
      Section 406 or Section 407 of the Employee Retirement Income Security Act of
      1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”), the trustee of any such plan or a person acting
      on behalf of any such plan nor a person using the assets of any such
      plan.

     

    We
      hereby
      indemnify the Trust, the Owner Trustee, the Depositor, the Securities
      Administrator and the Certificate Registrar against any liability that may
      result to any of them if our transfer or other disposition of the Certificates
      (or any interest therein) is not exempt from the registration requirements
      of
      the Act and any applicable state securities laws or is not made in accordance
      with such federal and state laws, the provisions of this certificate or the
      applicable provisions of the Trust Agreement.

    
      
         

      

      
        C-1-2

        
          

        

      

      
         

      

    

     

    Very
      truly yours,

    


    [Name
      of
      Transferee]

    


    


    By: 
      _____________________________________

    Name:

    Title:

    


    


    



    
      
        
        

      

      
        C-1-3

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT C-1

     

    


    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
      basis $_____________1
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ___ CORPORATION,
      ETC. The Buyer is a corporation (other than a bank, savings and loan association
      or similar institution), Massachusetts or similar business trust, partnership,
      or charitable organization described in Section 501(c)(3) of the Internal
      Revenue Code.

     

    ___ BANK.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, A COPY OF WHICH IS
      ATTACHED HERETO.

     

    ___ SAVINGS
      AND LOAN. The Buyer (a) is a savings and loan association, building and loan
      association, cooperative bank, homestead association or similar institution,
      which is supervised and examined by a State or Federal authority having
      supervision over any such institutions or is a foreign savings and loan
      association or equivalent institution and (b) has an audited net worth of at
      least $25,000,000 as demonstrated units latest annual financial
      statements.

     

    ___ BROKER-DEALER.
      The Buyer is a dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934.

     

    ___ INSURANCE
      COMPANY. The Buyer is an insurance company whose primary and predominant
      business activity is the writing of insurance or the reinsuring of risks
      underwritten by insurance companies and which is subject to supervision by
      the
      insurance commissioner or a similar official or agency of a State or territory
      or the District of Columbia.

     

    __________________________

    1 Buyer
      must own and/or invest on a discretionary basis at least $100,000,000 in
      securities unless buyer is a dealer, and, in that case, buyer must own and/or
      invest on a discretionary basis at least $10,000,000 in
      securities.


    
      
        
        

      

      
        C-1-4

        
          

        

      

      
        
        

      

    


    ___ STATE
      OR
      LOCAL PLAN. The Buyer is a plan established and maintained by a State, its
      political subdivisions, or any agency or instrumentality of the State or its
      political subdivisions, for the benefit of its employees.

     

    ___ ERISA
      PLAN. The Buyer is an employee benefit plan within the meaning of Title I of
      the
      Employee Retirement Income Security Act of 1974.

     

    ___ INVESTMENT
      ADVISOR. The Buyer is an investment adviser registered under the Investment
      Advisers Act of 1940.

     

    ___ SBIC.
      The
      Buyer is a Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ___ BUSINESS
      DEVELOPMENT COMPANY. The Buyer is a business development company as defined
      in
      Section 202(a)(22) of the Investment Advisers Act of 1940.

     

    ___ TRUST
      FUND. The Buyer is a trust fund whose trustee is a bank or trust company and
      whose participants are exclusively (a) plans established and maintained by
      a
      State, its political subdivisions, or any agency or instrumentality of the
      State
      or its political subdivisions, for the benefit of its employees, or (b) employee
      benefit plans within the meaning of Title I of the Employee Retirement Income
      Security Act of 1974, but is not a trust fund that includes as participants
      individual retirement accounts of H.R. 10 plans.

     

    3.
      The
      term “Securities” as used herein DOES NOT INCLUDE (i) securities of issuers that
      are affiliated with the Buyer, (ii) securities that are part of an unsold
      allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii)
      bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities and Exchange Act of 1934.

    
      
         

      

      
        C-1-5

        
          

        

      

      
         

      

    

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Securities are relying and will continue
      to rely on the statements made herein because one or more sales to the Buyer
      may
      be in reliance on Rule 144A.

     

    
      	
               

              ____

              Yes

            	
               

              ____

              No

            	
              Will
                the Buyer be purchasing the Rule 144A Securities only for the Buyer’s own
                account?

            


    

     

    6. If
      the
      answer to the foregoing question is “no”, the Buyer agrees that, in connection
      with any purchase of securities sold to the Buyer for the account of a third
      party (including any separate account) in reliance on Rule 144A, the Buyer
      will
      only purchase for the account of a third party that at the time is a “qualified
      institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
      agrees that the Buyer will not purchase securities for a third party unless
      the
      Buyer has obtained a current representation letter from such third party or
      taken other appropriate steps contemplated by Rule 144A to conclude that such
      third party independently meets the definition of “qualified institutional
      buyer” set forth in Rule 144A.

     

    7. The
      Buyer
      will notify each of the parties to which this certification is made of any
      changes in the information and conclusions herein. Until such notice is given,
      the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
      this certification as of the date of such purchase.

     

     

    _______________________________________________

    Print
      Name of Buyer

     

    By: 
      ____________________________________________

    Name:

    Title:

     

    Date:____________________________________________


    
      
        
        

      

      
        C-1-6

        
          

        

      

      
        
        

      

    


    ANNEX
      2
      TO EXHIBIT C-1

     

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      investment representation to which this certification is attached:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because Buyer is part of a family of investment
      companies (as defined below), is such an officer of the adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer’s family of Investment Companies, owned at
      least $100,000,000 in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer of the Buyer’s family of
      Investment Companies, the cost of such securities was used.

     

    ____ The
      Buyer
      owned $__________ in securities (other that the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    ____ The
      Buyer
      is part of a Family of Investment Companies which owned in the aggregate
      $__________ in securities (other than the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    3. The
      term
“Family of Investment Companies” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment advisor
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4. The
      term
“Securities” as used herein does not include (i) securities of issuers that are
      affiliated with the Buyer or are part of the Buyer’s Family of Investment
      Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
      participations, (iv) repurchase agreements, (v) securities owned but subject
      to
      a repurchase agreement and (vi) currency, interest rate and commodity
      swaps.

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that each of the parties to which
      this certification is made are relying and will continue to rely on the
      statements made herein because one or more sales to the Buyer will be in
      reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s
      own account.

    
      
         

      

      
        C-1-7

        
          

        

      

      
         

      

    

     

    6. The
      undersigned will notify each of the parties to which this certification is
      made
      of any changes in the information and conclusions herein. Until such notice,
      the
      Buyer’s purchase of Rule 144A securities will constitute a reaffirmation of this
      certification by the undersigned as of the date of such purchase.

     

    ______________________________________________

    PRINT
      NAME OF BUYER

     

    BY: 
      ___________________________________________

    NAME:

    TITLE:

     

    IF
      AN
      ADVISER:

     

    _______________________________________________

    PRINT
      NAME OF BUYER

     

    DATE:

    


    



    
      
        
        

      

      
        C-1-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    


    FORM
      OF
      INVESTMENT LETTER FOR ACCREDITED INVESTORS

     

    ______________________

    Date

    


    Wells
      Fargo Bank, N.A.

    as
      Certificate Registrar and Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    


    Wilmington
      Trust Company

        as
      Owner Trustee

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    


    Structured
      Asset Securities Corporation

        as
      Depositor

    745
      Seventh Avenue

    New
      York,
      New York 10019

    


    Thornburg
      Mortgage Securities Trust 2007-1

    745
      Seventh Avenue

    New
      York,
      New York 10019

    


    Attention:
      Corporate Trust Department

     

    Re:
      Thornburg
      Mortgage Securities Trust 2007-1, Ownership Certificates

     

    Ladies
      and Gentlemen:

    


    ________________________
      (the “Purchaser”) intends to purchase from ________________ (the “Seller”),
      ownership certificates issued by Thornburg Mortgage Securities Trust 2007-1
      (the
“Certificates”), pursuant to the Amended and Restated Trust Agreement (the
“Trust Agreement”), dated February 27, 2007, among Structured Asset Securities
      Corporation, as depositor (the “Depositor”), Wells Fargo Bank, N.A., as
      securities administrator (the “Securities Administrator”) and Wilmington Trust
      Company, as owner trustee (the “Owner Trustee”) evidencing a ___% Percentage
      Interest. All terms used herein and not otherwise defined shall have the
      meanings set forth in the Trust Agreement. The Purchaser hereby certifies,
      represents and warrants to, and covenants with, the Depositor, the Securities
      Administrator and the Owner Trustee that:

    
      
         

      

      
        C-2-1

        
          

        

      

      
         

      

    

     

    1. The
      Purchaser understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) the Depositor is not required to so register
      or
      qualify the Certificates, (c) the Certificates may be resold only if registered
      and qualified pursuant to the provisions of the Act or any state securities
      law,
      or if an exemption from such registration and qualification is available, (d)
      the Trust Agreement contains restrictions regarding the transfer of the
      Certificates and (e) the Certificates will bear a legend to the foregoing
      effect.

     

    2. The
      Purchaser is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Purchaser is (a) a substantial, sophisticated institutional investor (or an
      entity all of the equity owners of which are substantial sophisticated
      institutional investors) having such knowledge and experience in financial
      and
      business matters, and, in particular, in such matters related to securities
      similar to the Certificates, such that it is capable of evaluating the merits
      and risks of investment in the Certificates, (b) able to bear the economic
      risks
      of such an investment and (c) an “accredited investor” within the meaning of
      Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the Act.

     

    4. The
      Purchaser has been furnished with, and has had an opportunity to review a copy
      of the Trust Agreement and such other information concerning the Certificates,
      the Mortgage Loans and the Depositor as has been requested by the Purchaser
      from
      the Depositor or the Seller and is relevant to the Purchaser’s decision to
      purchase the Certificates. The Purchaser has had any questions arising from
      such
      review answered by the Depositor or the Seller to the satisfaction of the
      Purchaser. 

     

    5. The
      Purchaser has not and will not nor has it authorized or will it authorize any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificates, any interest in any Certificates or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificates, any interest in any
      Certificates or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificates, any interest
      in any Certificates or any other similar security with any person in any manner,
      (d) make any general solicitation by means of general advertising or in any
      other manner or (e) take any other action, that (as to any of (a) through (e)
      above) would constitute a distribution of any Certificates under the Act, that
      would render the disposition of any Certificates a violation of Section 5 of
      the
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Purchaser will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      the Trust Agreement.

     

    6. The
      purchaser acknowledges that under the terms of the Trust Agreement no transfer
      of the Certificates shall be permitted to be made to any person unless (i)
      except in the case of transfers of Certificates in conjunction with a
      simultaneous sale or transfer of an equal Percentage Interest in all classes
      of
      the Privately Offered Notes outstanding (and any sale or transfer of any
      beneficial ownership interest in the Privately Offered Notes may only be
      effectuated in conjunction with a simultaneous sale or transfer of an equal
      Percentage Interest in (x) all other classes of Privately Offered Notes then
      outstanding and (y) the Certificates) unless we or any prospective transferee
      furnishes to the Certificate Registrar an opinion of counsel concluding that
      the
      transfer will not cause the Trust to become subject to federal income tax as
      a
      corporation and (ii) only if the Certificate Registrar has received a
      certificate from such transferee in the form hereof. We also hereby acknowledge
      that, under the terms of the Trust Agreement, no transfer of less than a 10%
      Percentage Interest in the Certificates shall be permitted.

    
      
         

      

      
        C-2-2

        
          

        

      

      
         

      

    

     

    7. In
      addition, we hereby certify that we are not an employee benefit plan subject
      to
      Section 406 or Section 407 of the Employee Retirement Income Security Act of
      1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”), the trustee of any such plan or a person acting
      on behalf of any such plan nor a person using the assets of any such
      plan

     

    We
      hereby
      indemnify the Trust, the Owner Trustee, the Depositor, the Securities
      Administrator and the Certificate Registrar against any liability that may
      result to any of them if our transfer or other disposition of the Certificates
      (or any interest therein) is not exempt from the registration requirements
      of
      the Act and any applicable state securities laws or is not made in accordance
      with such federal and state laws, the provisions of this certificate or the
      applicable provisions of the Trust Agreement.

     

    Very
      truly yours,

     

    _______________________________________

    [Name
      of
      Transferee]

    


     

    By 
      _____________________________________

    Name:

    Title:

    



    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


     

    OWNER
      TRUSTEE FEE LETTER AGREEMENT

     

    [Retained
      on file at: 

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890]

     

     

     

    
 

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      E

    


    TRANSACTION
      PARTIES

    


    
      	
              Depositor

            	
              Structured
                Asset Securities Corporation

            


    

    


    
      	
              Indenture
                Trustee

            	
              LaSalle
                Bank National Association

            


    

    


    
      	
              Owner
                Trustee

            	
              Wilmington
                Trust Company

            


    

    


    
      	
              Securities
                Administrator

            	
              Wells
                Fargo Bank, N.A.

            


    

    


    
      	
              Certificate
                Registrar

            	
              Wells
                Fargo Bank, N.A.

            


    

    


    
      	
              Master
                Servicer

            	
              Wells
                Fargo Bank, N.A.

            


    

    


    
      	
              Custodian

            	
              LaSalle
                Bank National Association

            


    

    


    
      	
              Yield
                Maintenance Counterparty

            	
              The
                Royal Bank of Scotland plc

            


    

    


    
      	
              Auction
                Swap Counterparty

            	
              Credit
                Suisse International

            


    

    


    
      	
              Auction
                Administrator

            	
              Wells
                Fargo Bank, N.A.

            


    

    


    
      	
              Servicer

            	
              Thornburg
                Mortgage Home Loans, Inc. and various other
                originators

            


    

    


    
      	
              Subservicer

            	
              Cenlar
                FSB

            


    

    


    
      	
              Originators

            	
              Thornburg
                Mortgage Home Loans, Inc. and various other banks, savings and loan
                associations and other mortgage lending
                institutions

            


    

     

    
      	
              Sponsor
                and Initial Seller

            	
              Thornburg
                Mortgage Home Loans, Inc.

            


    

    


    
      	
              Seller

            	
              Thornburg
                Mortgage Funding, Inc.