Unassociated Document


     

    EXECUTION
      COPY


     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    and
      

     

    WELLS
      FARGO BANK, N.A., as Trustee

     

     

      
        

      

    

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of February 1, 2007

     

     

      
        

      

    

     

    STRUCTURED
      ADJUSTABLE RATE MORTGAGE LOAN TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2007-2

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    PAGE

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              13

            
	
              Section
                1.01.

            	 	
              Definitions

            	
              13

            
	
              Section
                1.02.

            	 	
              Calculations
                Respecting Mortgage Loans

            	
              62

            
	
              Section
                1.03.

            	 	
              Rights
                of the NIMS Insurer

            	
              62

            
	
              ARTICLE
                II

            	
              DECLARATION
                OF TRUST; ISSUANCE OF CERTIFICATES

            	
              63

            
	
              Section
                2.01.

            	 	
              Creation
                and Declaration of Trust Fund; Conveyance of Mortgage
                Loans

            	
              63

            
	
              Section
                2.02.

            	 	
              Acceptance
                of Trust Fund by Trustee: Review of Documentation for Trust
                Fund

            	
              67

            
	
              Section
                2.03.

            	 	
              Representations
                and Warranties of the Depositor

            	
              69

            
	
              Section
                2.04.

            	 	
              Discovery
                of Breach

            	
              71

            
	
              Section
                2.05.

            	 	
              Repurchase,
                Purchase or Substitution of Mortgage Loans

            	
              71

            
	
              Section
                2.06.

            	 	
              Grant
                Clause

            	
              73

            
	
              ARTICLE
                III

            	
              THE
                CERTIFICATES

            	
              73

            
	
              Section
                3.01.

            	 	
              The
                Certificates

            	
              73

            
	
              Section
                3.02.

            	 	
              Registration

            	
              75

            
	
              Section
                3.03.

            	 	
              Transfer
                and Exchange of Certificates

            	
              75

            
	
              Section
                3.04.

            	 	
              Cancellation
                of Certificates

            	
              81

            
	
              Section
                3.05.

            	 	
              Replacement
                of Certificates

            	
              81

            
	
              Section
                3.06.

            	 	
              Persons
                Deemed Owners

            	
              81

            
	
              Section
                3.07.

            	 	
              Temporary
                Certificates

            	
              82

            
	
              Section
                3.08.

            	 	
              Appointment
                of Paying Agent

            	
              82

            
	
              Section
                3.09.

            	 	
              Book-Entry
                Certificates

            	
              83

            
	
              ARTICLE
                IV

            	
              ADMINISTRATION
                OF THE TRUST FUND

            	
              84

            
	
              Section
                4.01.

            	 	
              Collection
                Account

            	
              84

            
	
              Section
                4.02.

            	 	
              Application
                of Funds in the Collection Account

            	
              86

            
	
              Section
                4.03.

            	 	
              Reports
                to Certificateholders

            	
              89

            
	
              Section
                4.04.

            	 	
              Certificate
                Account

            	
              93

            
	
              ARTICLE
                V

            	DISTRIBUTIONS
              TO HOLDERS OF CERTIFICATES	
              94

            
	
              Section
                5.01.

            	 	
              Distributions
                Generally

            	
              94

            
	
              Section
                5.02.

            	 	
              Distributions
                from the Certificate Account

            	
              95

            
	
              Section
                5.03.

            	 	
              Allocation
                of Realized Losses

            	
              107

            
	
              Section
                5.04.

            	 	
              Advances
                by the Master Servicer and the Trustee

            	
              109

            
	
              Section
                5.05.

            	 	
              Compensating
                Interest Payments

            	
              110

            
	
              Section
                5.06.

            	 	
              Funding
                Account

            	
              110

            
	
              Section
                5.07.

            	 	
              Basis
                Risk Reserve Funds

            	
              110

            
	
              Section
                5.08.

            	 	
              Supplemental
                Interest Trust

            	
              112

            
	
              Section
                5.09.

            	 	
              Collateral
                Account

            	
              112

            
	
              Section
                5.10.

            	 	
              Rights
                of Swap Counterparty

            	
              113

            
	
              Section
                5.11.

            	 	
              Termination
                Receipts

            	
              113

            
	
              Section
                5.12.

            	 	
              Class
                1-X Account

            	
              114

            
	
              ARTICLE
                VI

            	CONCERNING
              THE TRUSTEE; EVENTS OF DEFAULT	
              115

            
	
              Section
                6.01.

            	 	
              Duties
                of Trustee

            	
              115

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                6.02.

            	 	
              Certain
                Matters Affecting the Trustee

            	
              118

            
	
              Section
                6.03.

            	 	
              Trustee
                Not Liable for Certificates

            	
              119

            
	
              Section
                6.04.

            	 	
              Trustee
                May Own Certificates

            	
              120

            
	
              Section
                6.05.

            	 	
              Eligibility
                Requirements for Trustee

            	
              120

            
	
              Section
                6.06.

            	 	
              Resignation
                and Removal of Trustee

            	
              120

            
	
              Section
                6.07.

            	 	
              Successor
                Trustee

            	
              121

            
	
              Section
                6.08.

            	 	
              Merger
                or Consolidation of Trustee

            	
              122

            
	
              Section
                6.09.

            	 	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian

            	
              122

            
	
              Section
                6.10.

            	 	
              Authenticating
                Agents

            	
              124

            
	
              Section
                6.11.

            	 	
              Indemnification
                of Trustee

            	
              125

            
	
              Section
                6.12.

            	 	
              Fees
                and Expenses of Trustee and Custodian

            	
              126

            
	
              Section
                6.13.

            	 	
              Collection
                of Monies

            	
              126

            
	
              Section
                6.14.

            	 	
              Events
                of Default; Trustee To Act; Appointment of Successor

            	
              127

            
	
              Section
                6.15.

            	 	
              Additional
                Remedies of Trustee Upon Event of Default

            	
              131

            
	
              Section
                6.16.

            	 	
              Waiver
                of Defaults

            	
              132

            
	
              Section
                6.17.

            	 	
              Notification
                to Holders

            	
              132

            
	
              Section
                6.18.

            	 	
              Directions
                by Certificateholders and Duties of Trustee During Event of
                Default

            	
              132

            
	
              Section
                6.19.

            	 	
              Action
                Upon Certain Failures of the Master Servicer and Upon Event of
                Default

            	
              133

            
	
              Section
                6.20.

            	 	
              Preparation
                of Tax Returns and Other Reports

            	
              133

            
	
              Section
                6.21.

            	 	
              Reporting
                Requirements of the Commission

            	
              140

            
	
              Section
                6.22.

            	 	
              No
                Merger

            	
              140

            
	
              Section
                6.23.

            	 	
              Indemnification
                by the Trustee

            	
              140

            
	
              ARTICLE
                VII

            	PURCHASE
              AND TERMINATION OF THE TRUST FUND	
              140

            
	
              Section
                7.01.

            	 	
              Termination
                of Trust Fund Upon Repurchase or Liquidation of All Mortgage
                Loans

            	
              140

            
	
              Section
                7.02.

            	 	
              Procedure
                Upon Termination of Trust Fund

            	
              142

            
	
              Section
                7.03.

            	 	
              Additional
                Requirements under the REMIC Provisions

            	
              143

            
	
              Section
                7.04.

            	 	
              Optional
                Purchase Right of NIMS Insurer

            	
              144

            
	
              ARTICLE
                VIII

            	RIGHTS
              OF CERTIFICATEHOLDERS	
              145

            
	
              Section
                8.01.

            	 	
              Limitation
                on Rights of Holders

            	
              145

            
	
              Section
                8.02.

            	 	
              Access
                to List of Holders

            	
              146

            
	
              Section
                8.03.

            	 	
              Acts
                of Holders of Certificates

            	
              146

            
	
              ARTICLE
                IX

            	ADMINISTRATION
              AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	
              147

            
	
              Section
                9.01.

            	 	
              Duties
                of the Master Servicer

            	
              147

            
	
              Section
                9.02.

            	 	
              Master
                Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
                Policy

            	
              147

            
	
              Section
                9.03.

            	 	
              Master
                Servicer’s Financial Statements and Related Information

            	
              148

            
	
              Section
                9.04.

            	 	
              Power
                to Act; Procedures

            	
              148

            
	
              Section
                9.05.

            	 	
              Servicing
                Agreements Between the Master Servicer and Servicers; Enforcement
                of
                Servicers’ Obligations

            	
              150

            
	
              Section
                9.06.

            	 	
              Collection
                of Taxes, Assessments and Similar Items

            	
              151

            
	
              Section
                9.07.

            	 	
              Termination
                of Servicing Agreements; Successor Servicers

            	
              152

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                9.08.

            	 	
              Master
                Servicer Liable for Enforcement

            	
              153

            
	
              Section
                9.09.

            	 	
              No
                Contractual Relationship Between the Servicers, any NIMS Insurer
                and
                Trustee or Depositor

            	
              153

            
	
              Section
                9.10.

            	 	
              Assumption
                of Servicing Agreement by Trustee

            	
              153

            
	
              Section
                9.11.

            	 	
              “Due-on-Sale”
                Clauses; Assumption Agreements

            	
              154

            
	
              Section
                9.12.

            	 	
              Release
                of Mortgage Files

            	
              154

            
	
              Section
                9.13.

            	 	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trustee

            	
              155

            
	
              Section
                9.14.

            	 	
              Representations
                and Warranties of the Master Servicer

            	
              157

            
	
              Section
                9.15.

            	 	
              Closing
                Certificate and Opinion

            	
              159

            
	
              Section
                9.16.

            	 	
              Standard
                Hazard and Flood Insurance Policies

            	
              159

            
	
              Section
                9.17.

            	 	
              Presentment
                of Claims and Collection of Proceeds

            	
              160

            
	
              Section
                9.18.

            	 	
              Maintenance
                of the Primary Mortgage Insurance Policies

            	
              160

            
	
              Section
                9.19.

            	 	
              Trustee
                To Retain Possession of Certain Insurance Policies and
                Documents

            	
              160

            
	
              Section
                9.20.

            	 	
              Realization
                Upon Defaulted Mortgage Loans

            	
              161

            
	
              Section
                9.21.

            	 	
              Compensation
                to the Master Servicer

            	
              162

            
	
              Section
                9.22.

            	 	
              REO
                Property

            	
              162

            
	
              Section
                9.23.

            	 	
              Notices
                to the Depositor and the Trustee

            	
              163

            
	
              Section
                9.24.

            	 	
              Reports
                to the Trustee

            	
              163

            
	
              Section
                9.25.

            	 	
              Assessment
                of Compliance and Attestation Reports

            	
              164

            
	
              Section
                9.26.

            	 	
              Annual
                Statement of Compliance with Applicable Servicing Criteria

            	
              166

            
	
              Section
                9.27.

            	 	
              Merger
                or Consolidation

            	
              166

            
	
              Section
                9.28.

            	 	
              Resignation
                of Master Servicer

            	
              167

            
	
              Section
                9.29.

            	 	
              Assignment
                or Delegation of Duties by the Master Servicer

            	
              167

            
	
              Section
                9.30.

            	 	
              Limitation
                on Liability of the Master Servicer and Others

            	
              168

            
	
              Section
                9.31.

            	 	
              Indemnification;
                Third-Party Claims

            	
              169

            
	
              Section
                9.32.

            	 	
              Allocation
                to Related Mortgage Pool

            	
              169

            
	
              ARTICLE
                X

            	REMIC
              ADMINISTRATION	
              169

            
	
              Section
                10.01.

            	 	
              REMIC
                and Grantor Trust Administration

            	
              170

            
	
              Section
                10.02.

            	 	
              Prohibited
                Transactions and Activities

            	
              177

            
	
              Section
                10.03.

            	 	
              Indemnification
                with Respect to Certain Taxes and Loss of REMIC Status

            	
              177

            
	
              Section
                10.04.

            	 	
              REO
                Property

            	
              178

            
	
              ARTICLE
                XI

            	MISCELLANEOUS
              PROVISIONS	
              178

            
	
              Section
                11.01.

            	 	
              Binding
                Nature of Agreement; Assignment

            	
              178

            
	
              Section
                11.02.

            	 	
              Entire
                Agreement

            	
              179

            
	
              Section
                11.03.

            	 	
              Amendment

            	
              179

            
	
              Section
                11.04.

            	 	
              Voting
                Rights

            	
              180

            
	
              Section
                11.05.

            	 	
              Provision
                of Information

            	
              180

            
	
              Section
                11.06.

            	 	
              Governing
                Law

            	
              181

            
	
              Section
                11.07.

            	 	
              Notices

            	
              181

            
	
              Section
                11.08.

            	 	
              Severability
                of Provisions

            	
              181

            
	
              Section
                11.09.

            	 	
              Indulgences;
                No Waivers

            	
              182

            
	
              Section
                11.10.

            	 	
              Headings
                Not To Affect Interpretation

            	
              182

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                11.11.

            	 	
              Benefits
                of Agreement

            	
              182

            
	
              Section
                11.12.

            	 	
              Special
                Notices to the Rating Agencies, the Swap Counterparty and NIMS
                Insurer

            	
              182

            
	
              Section
                11.13.

            	 	
              Counterparts

            	
              183

            
	
              Section
                11.14.

            	 	
              Transfer
                of Servicing

            	
              183

            
	
              Section
                11.15.

            	 	
              Conflicts

            	
              185

            
	
              Section
                11.16.

            	 	
              Third
                Party Rights

            	
              185

            


    

    


    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B-1

            	
              Form
                of Initial Certification

            
	
              Exhibit
                B-2

            	
              Form
                of Interim Certification

            
	
              Exhibit
                B-3

            	
              Form
                of Final Certification

            
	
              Exhibit
                B-4

            	
              Form
                of Endorsement

            
	
              Exhibit
                C

            	
              Request
                for Release of Documents and Receipt

            
	
              Exhibit
                D-l

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                D-2

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                E

            	
              Servicing
                Agreements

            
	
              Exhibit
                F

            	
              Form
                of Rule 144A Transfer Certificate

            
	
              Exhibit
                G

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            
	
              Exhibit
                H

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                I

            	
              Monthly
                Remittance Advice

            
	
              Exhibit
                J

            	
              Monthly
                Electronic Data Transmission

            
	
              Exhibit
                K

            	
              Custodial
                Agreements

            
	
              Exhibit
                L-1

            	
              Form
                of Transfer Certificate for Transfer from Restricted Global Security
                to
                Regulation S Global Security

            
	
              Exhibit
                L-2

            	
              Form
                of Transfer Certificate for Transfer from Regulation S Global Security
                to
                Restricted Global Security

            
	
              Exhibit
                M

            	
              Pool
                1 Interest Rate Cap Agreement 

            
	
              Exhibit
                N

            	
              Swap
                Agreement 

            
	
              Exhibit
                O

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance

            
	
              Exhibit
                P-1

            	
              Additional
                Form 10-D Disclosure 

            
	
              Exhibit
                P-2

            	
              Additional
                Form 10-K Disclosure 

            
	
              Exhibit
                P-3

            	
              Additional
                Form 8-K Disclosure 

            
	
              Exhibit
                P-4

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                Q-1

            	
              Form
                of Back-up Sarbanes-Oxley Certification

            
	
              Exhibit
                Q-2

            	
              Form
                of Certification to be Provided by the Trustee

            
	
              Exhibit
                R

            	
              Transaction
                Parties

            
	 	 
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                B

            	
              Early
                Payment Default Mortgage Loans

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    This
      TRUST AGREEMENT, dated as of February 1, 2007 (the “Agreement”), is by and among
      STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
      (the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer (the “Master
      Servicer”) and WELLS FARGO BANK, N.A., a national banking association, as
      trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    As
      provided herein, elections shall be made in accordance with the provisions
      of
      Section 10.01 that the Trust Fund (other than (i) the Swap Agreement, (ii)
      the
      Supplemental Interest Trust, (iii) the Pool 1 Interest Rate Cap Agreement,
      (iv)
      the Pool 1 Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty
      Amounts distributable to the Class P Certificates, (vi) the Funding Account
      and
      1-X Component Account, (vii) the Lower Tier Interests and (viii) the right
      to
      receive FPD Premiums) be treated for federal income tax purposes as comprising
      four real estate mortgage investment conduits (each a “REMIC” or, in the
      alternative, the “SWAP REMIC,” “REMIC I-1,” “REMIC I-2” and “REMIC II-1”). Each
      Pool 1 Certificate and the Class X Certificate represents ownership of one
      or
      more regular interests in REMIC I-2 for purposes of the REMIC Provisions. In
      addition, each Pool 1 Certificate represents (i) the right to receive payments
      with respect to Excess Interest and (ii) the obligation to make payments in
      respect of Class I Shortfalls. The Class R-I Certificate represents ownership
      of
      the sole Class of residual interest in each of the SWAP REMIC, REMIC I-1 and
      REMIC I-2 for purposes of the REMIC Provisions. Each Pool 2 Certificate (other
      than the Class R-II Certificate) represents ownership of regular interests
      in
      REMIC II-1 for purposes of the REMIC Provisions. In addition, the Class 2-AX
      Certificates represent the right to receive FPD Premiums with respect to Pool
      2.
      The Class R-II Certificate represents ownership of the sole Class of residual
      interest in REMIC II-1.

     

    Pool
      1 REMICs

     

    REMIC
      I-2
      shall hold as its assets the several Classes of uncertificated REMIC I-1 Regular
      Interests and each such REMIC I-1 Regular Interest is hereby designated as
      a
      regular interest in REMIC I-1. REMIC I-1 shall hold as its assets the several
      Classes of uncertificated SWAP REMIC Regular Interests and each such SWAP REMIC
      Regular Interest is hereby designated as a regular interest in the SWAP REMIC.
      The SWAP REMIC shall hold as its assets the property of the Trust Fund related
      to Pool 1 other than (i) the Swap Agreement, (ii) the Supplemental Interest
      Trust, (iii) the Pool 1 Interest Rate Cap Agreement, (iv) the Pool 1 Basis
      Risk
      Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable
      to the Class P Certificates, (vi) the Funding Account and 1-X Component Account,
      (vii) the Lower Tier Interests and (viii) the right to receive FPD
      Premiums.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      SWAP REMIC

     

    The
      following table sets forth (or describes) the Class designations, interest
      rate
      and initial principal amount for each Class of SWAP REMIC
      Interests:

     

    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	 	 	 
	
              SW-Z

            	
              $62,706,194.050

            	
              (1)

            
	
              SW2A

            	
              $6,128,760.295

            	
              (2)

            
	
              SW2B

            	
              $6,128,760.295

            	
              (3)

            
	
              SW3A

            	
              $5,912,343.390

            	
              (2)

            
	
              SW3B

            	
              $5,912,343.390

            	
              (3)

            
	
              SW4A

            	
              $5,703,566.775

            	
              (2)

            
	
              SW4B

            	
              $5,703,566.775

            	
              (3)

            
	
              SW5A

            	
              $5,502,160.760

            	
              (2)

            
	
              SW5B

            	
              $5,502,160.760

            	
              (3)

            
	
              SW6A

            	
              $5,307,865.200

            	
              (2)

            
	
              SW6B

            	
              $5,307,865.200

            	
              (3)

            
	
              SW7A

            	
              $5,120,429.105

            	
              (2)

            
	
              SW7B

            	
              $5,120,429.105

            	
              (3)

            
	
              SW8A

            	
              $4,939,610.360

            	
              (2)

            
	
              SW8B

            	
              $4,939,610.360

            	
              (3)

            
	
              SW9A

            	
              $4,765,175.390

            	
              (2)

            
	
              SW9B

            	
              $4,765,175.390

            	
              (3)

            
	
              SW10A

            	
              $4,596,898.855

            	
              (2)

            
	
              SW10B

            	
              $4,596,898.855

            	
              (3)

            
	
              SW11A

            	
              $4,434,563.375

            	
              (2)

            
	
              SW11B

            	
              $4,434,563.375

            	
              (3)

            
	
              SW12A

            	
              $4,277,959.250

            	
              (2)

            
	
              SW12B

            	
              $4,277,959.250

            	
              (3)

            
	
              SW13A

            	
              $4,876,101.360

            	
              (2)

            
	
              SW13B

            	
              $4,876,101.360

            	
              (3)

            
	
              SW14A

            	
              $4,672,621.770

            	
              (2)

            
	
              SW14B

            	
              $4,672,621.770

            	
              (3)

            
	
              SW15A

            	
              $4,477,631.855

            	
              (2)

            
	
              SW15B

            	
              $4,477,631.855

            	
              (3)

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              SW16A

            	
              $4,290,777.465

            	
              (2)

            
	
              SW16B

            	
              $4,290,777.465

            	
              (3)

            
	
              SW17A

            	
              $4,111,719.200

            	
              (2)

            
	
              SW17B

            	
              $4,111,719.200

            	
              (3)

            
	
              SW18A

            	
              $3,940,131.845

            	
              (2)

            
	
              SW18B

            	
              $3,940,131.845

            	
              (3)

            
	
              SW19A

            	
              $3,775,703.740

            	
              (2)

            
	
              SW19B

            	
              $3,775,703.740

            	
              (3)

            
	
              SW20A

            	
              $3,618,136.210

            	
              (2)

            
	
              SW20B

            	
              $3,618,136.210

            	
              (3)

            
	
              SW21A

            	
              $3,467,143.060

            	
              (2)

            
	
              SW21B

            	
              $3,467,143.060

            	
              (3)

            
	
              SW22A

            	
              $3,322,450.020

            	
              (2)

            
	
              SW22B

            	
              $3,322,450.020

            	
              (3)

            
	
              SW23A

            	
              $3,183,794.270

            	
              (2)

            
	
              SW23B

            	
              $3,183,794.270

            	
              (3)

            
	
              SW24A

            	
              $3,050,923.940

            	
              (2)

            
	
              SW24B

            	
              $3,050,923.940

            	
              (3)

            
	
              SW25A

            	
              $3,408,476.260

            	
              (2)

            
	
              SW25B

            	
              $3,408,476.260

            	
              (3)

            
	
              SW26A

            	
              $3,242,624.545

            	
              (2)

            
	
              SW26B

            	
              $3,242,624.545

            	
              (3)

            
	
              SW27A

            	
              $3,084,841.785

            	
              (2)

            
	
              SW27B

            	
              $3,084,841.785

            	
              (3)

            
	
              SW28A

            	
              $2,934,735.465

            	
              (2)

            
	
              SW28B

            	
              $2,934,735.465

            	
              (3)

            
	
              SW29A

            	
              $2,791,932.155

            	
              (2)

            
	
              SW29B

            	
              $2,791,932.155

            	
              (3)

            
	
              SW30A

            	
              $2,656,076.600

            	
              (2)

            
	
              SW30B

            	
              $2,656,076.600

            	
              (3)

            
	
              SW31A

            	
              $2,526,830.815

            	
              (2)

            
	
              SW31B

            	
              $2,526,830.815

            	
              (3)

            
	
              SW32A

            	
              $2,403,873.245

            	
              (2)

            
	
              SW32B

            	
              $2,403,873.245

            	
              (3)

            
	
              SW33A

            	
              $2,286,898.000

            	
              (2)

            
	
              SW33B

            	
              $2,286,898.000

            	
              (3)

            
	
              SW34A

            	
              $2,175,614.060

            	
              (2)

            
	
              SW34B

            	
              $2,175,614.060

            	
              (3)

            
	
              SW35A

            	
              $2,069,744.550

            	
              (2)

            
	
              SW35B

            	
              $2,069,744.550

            	
              (3)

            
	
              SW36A

            	
              $1,969,026.065

            	
              (2)

            
	
              SW36B

            	
              $1,969,026.065

            	
              (3)

            
	
              SW37A

            	
              $1,873,208.030

            	
              (2)

            
	
              SW37B

            	
              $1,873,208.030

            	
              (3)

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
              SW38A

            	
              $1,782,052.045

            	
              (2)

            
	
              SW38B

            	
              $1,782,052.045

            	
              (3)

            
	
              SW39A

            	
              $1,695,331.295

            	
              (2)

            
	
              SW39B

            	
              $1,695,331.295

            	
              (3)

            
	
              SW40A

            	
              $1,612,830.025

            	
              (2)

            
	
              SW40B

            	
              $1,612,830.025

            	
              (3)

            
	
              SW41A

            	
              $1,534,342.950

            	
              (2)

            
	
              SW41B

            	
              $1,534,342.950

            	
              (3)

            
	
              SW42A

            	
              $1,459,674.790

            	
              (2)

            
	
              SW42B

            	
              $1,459,674.790

            	
              (3)

            
	
              SW43A

            	
              $1,388,639.745

            	
              (2)

            
	
              SW43B

            	
              $1,388,639.745

            	
              (3)

            
	
              SW44A

            	
              $1,321,061.080

            	
              (2)

            
	
              SW44B

            	
              $1,321,061.080

            	
              (3)

            
	
              SW45A

            	
              $1,256,770.625

            	
              (2)

            
	
              SW45B

            	
              $1,256,770.625

            	
              (3)

            
	
              SW46A

            	
              $1,195,608.405

            	
              (2)

            
	
              SW46B

            	
              $1,195,608.405

            	
              (3)

            
	
              SW47A

            	
              $1,137,422.245

            	
              (2)

            
	
              SW47B

            	
              $1,137,422.245

            	
              (3)

            
	
              SW48A

            	
              $1,082,067.345

            	
              (2)

            
	
              SW48B

            	
              $1,082,067.345

            	
              (3)

            
	
              SW49A

            	
              $1,029,405.950

            	
              (2)

            
	
              SW49B

            	
              $1,029,405.950

            	
              (3)

            
	
              SW50A

            	
              $979,307.035

            	
              (2)

            
	
              SW50B

            	
              $979,307.035

            	
              (3)

            
	
              SW51A

            	
              $931,645.915

            	
              (2)

            
	
              SW51B

            	
              $931,645.915

            	
              (3)

            
	
              SW52A

            	
              $886,303.990

            	
              (2)

            
	
              SW52B

            	
              $886,303.990

            	
              (3)

            
	
              SW53A

            	
              $843,168.425

            	
              (2)

            
	
              SW53B

            	
              $843,168.425

            	
              (3)

            
	
              SW54A

            	
              $817,034.145

            	
              (2)

            
	
              SW54B

            	
              $817,034.145

            	
              (3)

            
	
              SW55A

            	
              $762,367.970

            	
              (2)

            
	
              SW55B

            	
              $762,367.970

            	
              (3)

            
	
              SW56A

            	
              $773,788.620

            	
              (2)

            
	
              SW56B

            	
              $773,788.620

            	
              (3)

            
	
              SW57A

            	
              $830,782.975

            	
              (2)

            
	
              SW57B

            	
              $830,782.975

            	
              (3)

            
	
              SW58A

            	
              $1,785,858.965

            	
              (2)

            
	
              SW58B

            	
              $1,785,858.965

            	
              (3)

            
	
              SW59A

            	
              $11,508,044.675

            	
              (2)

            
	
              SW59B

            	
              $11,508,044.675

            	
              (3)

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              SW-R

            	
              (4)

            	
              (4)

            


    

     

    (1) The
      interest rate on the Class SW-Z Interest shall be a per annum rate equal to
      the
      Pool 1 Net WAC.

    (2) For
      any
      Distribution Date, the interest rate on each SWAP REMIC Regular Interest ending
      with the designation “A” shall be a per annum rate equal to 2 times the Pool 1
      Net WAC, subject to a maximum rate of 2 times the REMIC Swap Rate for such
      Distribution Date.

    (3) For
      any
      Distribution Date, the interest rate on each SWAP REMIC Regular Interest ending
      with the designation “B” shall be a per annum rate equal to the greater of (x)
      the excess, if any, of (i) 2 times the Pool 1 Net WAC over (ii) 2 times the
      REMIC Swap Rate for such Distribution Date and (y) 0.00%.

    (4) The
      Class
      SW-R Interest shall have no principal amount and shall bear no interest. It
      shall be represented by the Class R-I Certificate.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    REMIC
      I-1

     

    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial principal amount for each Class of REMIC I-1 Interests.

    

      
        	
                Class

                Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

              	 	
                Corresponding

                Class
                  of

                Certificates

              
	 	 	 	 	 	 	 
	
                LTI1-1A1

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A1
                  

              
	 	 	 	 	 	 	 
	
                LTI1-1A2

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A2

              
	 	 	 	 	 	 	 
	
                LTI1-1A3

              	 	
                (1)

              	 	
                (2)

              	 	
                1-A3

              
	 	 	 	 	 	 	 
	
                LTI1-M1

              	 	
                (1)

              	 	
                (2)

              	 	
                M-1

              
	 	 	 	 	 	 	 
	
                LTI1-M2

              	 	
                (1)

              	 	
                (2)

              	 	
                M-2

              
	 	 	 	 	 	 	 
	
                LTI1-M3

              	 	
                (1)

              	 	
                (2)

              	 	
                M-3

              
	 	 	 	 	 	 	 
	
                LTI1-M4

              	 	
                (1)

              	 	
                (2)

              	 	
                M-4

              
	 	 	 	 	 	 	 
	
                LTI1-M5

              	 	
                (1)

              	 	
                (2)

              	 	
                M-5

              
	 	 	 	 	 	 	 
	
                LTI1-M6

              	 	
                (1)

              	 	
                (2)

              	 	
                M-6

              
	 	 	 	 	 	 	 
	
                LTI1-M7

              	 	
                (1)

              	 	
                (2)

              	 	
                M-7

              
	 	 	 	 	 	 	 
	
                LTI1-X

              	 	
                (1)

              	 	
                (3)

              	 	
                N/A

              
	 	 	 	 	 	 	 
	
                LTI1-IO

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              
	 	 	 	 	 	 	 
	
                LTI1-R

              	 	
                (5)

              	 	
                (5)

              	 	
                N/A

              
	 	 	 	 	 	 	 


      

    

     

    (1) The
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC I-1 Interests is a per annum rate equal to
      the
      weighted average of the interest rates on the SWAP REMIC Regular Interests
      for
      such Distribution Date, provided however, that for any Distribution Date on
      which the Class LTI1-IO Interest is entitled to a portion of interest accruals
      on a SWAP REMIC Regular Interest ending with a designation “A” as described in
      footnote 4 below, such weighted average shall be computed by first subjecting
      the rate on such SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
      such Distribution Date.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    (2) The
      initial principal amount for each of these REMIC I-1 Interests equals 50% of
      the
      initial principal amount of the Corresponding Class of
      Certificates.

     

    (3) This
      interest shall have an initial principal balance equal to the excess of (i)
      the
      Aggregate Loan Balance for Pool 1 as of the Cut-off Date over (ii) the aggregate
      initial principal balance of the REMIC I-1 Marker Classes.

     

    (4) The
      Class
      LTI1-IO Interest is an interest-only class that does not have a principal
      balance. For only those Distribution Dates listed in the first column of the
      table below, the Class LTI1-IO shall be entitled to interest accrued on the
      SWAP
      REMIC Regular Interest listed in the second column below at a per annum rate
      equal to the excess, if any, of (i) the interest rate for such SWAP REMIC
      Regular Interest for such Distribution Date over (ii) Swap LIBOR for such
      Distribution Date.

     

    
      	
              Distribution
                Date

            	 	
              SWAP
                REMIC Regular Interest

            
	 	 	 
	
              2

            	 	
              Class
                SW2A

            
	
              2-3

            	 	
              Class
                SW3A

            
	
              2-4

            	 	
              Class
                SW4A

            
	
              2-5

            	 	
              Class
                SW5A

            
	
              2-6

            	 	
              Class
                SW6A

            
	
              2-7

            	 	
              Class
                SW7A

            
	
              2-8

            	 	
              Class
                SW8A

            
	
              2-9

            	 	
              Class
                SW9A

            
	
              2-10

            	 	
              Class
                SW10A

            
	
              2-11

            	 	
              Class
                SW11A

            
	
              2-12

            	 	
              Class
                SW12A

            
	
              2-13

            	 	
              Class
                SW13A

            
	
              2-14

            	 	
              Class
                SW14A

            
	
              2-15

            	 	
              Class
                SW15A

            
	
              2-16

            	 	
              Class
                SW16A

            
	
              2-17

            	 	
              Class
                SW17A

            
	
              2-18

            	 	
              Class
                SW18A

            
	
              2-19

            	 	
              Class
                SW19A

            
	
              2-20

            	 	
              Class
                SW20A

            
	
              2-21

            	 	
              Class
                SW21A

            
	
              2-22

            	 	
              Class
                SW22A

            
	
              2-23

            	 	
              Class
                SW23A

            
	
              2-24

            	 	
              Class
                SW24A

            
	
              2-25

            	 	
              Class
                SW25A

            
	
              2-26

            	 	
              Class
                SW26A

            
	
              2-27

            	 	
              Class
                SW27A

            
	
              2-28

            	 	
              Class
                SW28A

            
	
              2-29

            	 	
              Class
                SW29A

            
	
              2-30

            	 	
              Class
                SW30A

            
	
              2-31

            	 	
              Class
                SW31A

            
	
              2-32

            	 	
              Class
                SW32A

            
	
              2-33

            	 	
              Class
                SW33A

            
	
              2-34

            	 	
              Class
                SW34A

            
	
              2-35

            	 	
              Class
                SW35A

            
	
              2-36

            	 	
              Class
                SW36A

            
	
              2-37

            	 	
              Class
                SW37A

            
	
              2-38

            	 	
              Class
                SW38A

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              2-39

            	
               

            	
              Class
                SW39A

            
	
              2-40

            	
               

            	
              Class
                SW40A

            
	
              2-41

            	
               

            	
              Class
                SW41A

            
	
              2-42

            	
               

            	
              Class
                SW42A

            
	
              2-43

            	
               

            	
              Class
                SW43A

            
	
              2-44

            	
               

            	
              Class
                SW44A

            
	
              2-45

            	
               

            	
              Class
                SW45A

            
	
              2-46

            	
               

            	
              Class
                SW46A

            
	
              2-47

            	
               

            	
              Class
                SW47A

            
	
              2-48

            	
               

            	
              Class
                SW48A

            
	
              2-49

            	
               

            	
              Class
                SW49A

            
	
              2-50

            	
               

            	
              Class
                SW50A

            
	
              2-51

            	
               

            	
              Class
                SW51A

            
	
              2-52

            	
               

            	
              Class
                SW52A

            
	
              2-53

            	
               

            	
              Class
                SW53A

            
	
              2-54

            	
               

            	
              Class
                SW54A

            
	
              2-55

            	
               

            	
              Class
                SW55A

            
	
              2-56

            	
               

            	
              Class
                SW56A

            
	
              2-57

            	
               

            	
              Class
                SW57A

            
	
              2-58

            	
               

            	
              Class
                SW58A

            
	
              2-59

            	
               

            	
              Class
                SW59A

            


    

     

    
      	
              (5)

            	
              The
                Class LTI1-R Interest is the sole Class of residual interest in REMIC
                I-1.
                It does not have an interest rate or a principal balance. It shall
                be
                represented by the Class R-I
                Certificate.

            


    

     

    REMIC
      I-2

     

    The
      following table sets forth (or describes) the Class designation, interest rate,
      and initial principal amount for each Class of REMIC I-2 Interests.

    

      
        	
                Class

                Designation

              	 	
                Interest

                Rate

              	 	
                Initial
                  Class

                Principal
                  Amount

              	 	
                Class
                  of Related

                Certificates

              
	 	 	 	 	 	 	 
	
                LTI2-1A1

              	 	
                (1)

              	 	
                $291,656,000

              	 	
                1-A1
                  

              
	
                LTI2-1A2

              	 	
                (1)

              	 	
                $50,000,000

              	 	
                1-A2

              
	
                LTI2-1A3

              	 	
                (1)

              	 	
                $37,961,000

              	 	
                1-A3

              
	
                LTI2-M1

              	 	
                (1)

              	 	
                $11,062,000

              	 	
                M-1

              
	
                LTI2-M2

              	 	
                (1)

              	 	
                $3,073,000

              	 	
                M-2

              
	
                LTI2-M3

              	 	
                (1)

              	 	
                $4,916,000

              	 	
                M-3

              
	
                LTI2-M4

              	 	
                (1)

              	 	
                $2,253,000

              	 	
                M-4

              
	
                LTI2-M5

              	 	
                (1)

              	 	
                $2,868,000

              	 	
                M-5

              
	
                LTI2-M6

              	 	
                (1)

              	 	
                $2,048,000

              	 	
                M-6

              
	
                LTI2-M7

              	 	
                (1)

              	 	
                $2,868,000

              	 	
                M-7

              
	
                Uncertificated
                  Class 1-X Interest 

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                LTI2-IO

              	 	
                (3)

              	 	
                (3)

              	 	
                N/A

              
	
                Residual
                  I Interest

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              
	 	 	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


     

    (1) The
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC I-2 Interests is a per annum rate equal to
      the
      Certificate Interest Rate for the Related Certificates, provided that in lieu
      of
      the Pool 1 Net Funds Cap set forth in the applicable Certificate Interest Rate,
      the Pool 1 Net Rate (as adjusted, in the case of any such REMIC I-2 Interest
      the
      Class of Related Certificates of which accrues interest on the basis of a
      360-day year consisting of twelve 30-day months, to reflect accruals on the
      basis of a 360-day year consisting of twelve 30-day months) shall be
      used.

     

    (2) The
      Uncertificated Class 1-X Interest shall have an initial principal balance equal
      to $1,028,910.61. The Uncertificated Class 1-X Interest shall accrue interest
      on
      a notional balance equal to the 1-X Component Notional Balance at a rate equal
      to the 1-X Component Interest Rate. The Uncertificated Class 1-X Interest shall
      be represented by the Class X Certificates.

     

    (3) The
      Class
      LTI2-IO Interest shall have no principal amount and will not have an interest
      rate, but will be entitled to 100% of the interest accrued with respect to
      the
      Class LTI1-IO Interest. The Class LTI2-IO Interest shall be represented by
      the
      Class X Certificates.

     

    (4) The
      Residual I Interest is the sole Class of residual interest in REMIC I-2. It
      does
      not have an interest rate or a principal balance.

     

    Pool
      2 REMICs

     

     

    REMIC
      II-1

     

    REMIC
      II-1 shall hold as its assets all rights related to Pool 2 (other than the
      Funding Account, rights to Prepayment Penalty Amounts and the right to receive
      FPD Premiums). 

     

    Solely
      for purposes of the REMIC Provisions, the Class 2-AX Certificates shall
      represent a “specified portion” of the interest on the Pool 2 Mortgage Loans
      disregarding the portion of the Funding Amount that is otherwise treated as
      a
      Pool 2 Mortgage Loan. Such “specified portion” shall accrue at a per annum rate
      equal to (A) for the first Distribution Date, the product of (I) 0.2777552869%
      and (y) a fraction the numerator of which is the aggregate Scheduled Principal
      Balance of the Pool 2 Mortgage Loans as of the Cut-off Date (including the
      portion of the Funding Amount that is treated as a Pool 2 Mortgage Loan) and
      the
      denominator of which is the aggregate Scheduled Principal Balance of the Pool
      2
      Mortgage Loans as of the Cut-off Date (disregarding the portion of the Funding
      Amount that is otherwise treated as a Pool 2 Mortgage Loan) and (B) for all
      other Distribution Dates on which the Class 2-AX Certificates are entitled
      to
      interest payments, 0.2777552869%.

     

    Each
      of
      the Pool 2 Certificates (other than the Class R-II Certificates and exclusive
      of
      the right of the Class 2-AX Certificates to receive FPD Premiums) is referred
      to
      herein as a REMIC II-1 Regular Interest and is hereby designated as a regular
      interest in REMIC II-1. The Class LTII1-R Interest is hereby designated as
      the
      sole class of residual interest in REMIC II-1. The Class LTII1-R Interest shall
      be represented by the Class R-II Certificate. The entitlement of the Class
      R-II
      Certificate to payments of principal and interest shall be attributable to
      its
      representation of the Class LTII1-R Interest.

     

    

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

     

    The
      REMIC
      II-1 Regular Interests and the Class LTII1-R Interest are referred to herein
      as
      the REMIC II-1 Interests.

     

    All
      calculations of interest on each regular interest in the SWAP REMIC, REMIC
      I-1
      and REMIC I-2 (other than the REMIC regular interest represented by the Class
      1-A2 Certificates) will be made on an “actual/360” basis. All calculations of
      interest on each regular interest in REMIC II-1 and the REMIC regular interest
      represented by the Class 1-A2 Certificates will be made on a “30/360”
basis.

     

    The
      Certificates

     

    The
      following table specifies the Class designation, Certificate Interest Rate
      or
      initial Class Principal Amount or Class Notional Amount, and minimum
      denomination (by dollar amount or Percentage Interest) for each Class of
      Certificates or Class Notional Amount, representing the interests in the Trust
      Fund created hereunder.

    


    

      
        	
                 

                 

                Class
                  Designation

              	 	
                 

                Certificate
                  

                Interest
                  Rate

              	 	
                Initial
                  Class Principal Amount or Class Notional
                  Amount

              	 	
                 

                Minimum
                  Denomination

              
	
                Class
                  1-A1

              	 	
                (1)

              	 	
                $291,656,000

              	 	
                $25,000

              
	
                Class
                  1-A2

              	 	
                (2)

              	 	
                $50,000,000

              	 	
                $25,000

              
	
                Class
                  1-A3

              	 	
                (3)

              	 	
                $37,961,000

              	 	
                $25,000

              
	
                Class
                  2-A1

              	 	
                (4)

              	 	
                $133,740,000

              	 	
                $25,000

              
	
                Class
                  2-A2

              	 	
                (4)

              	 	
                $5,421,000

              	 	
                $25,000

              
	
                Class
                  2-AX

              	 	
                (4)

              	 	
                $144,583,369

              	 	
                $1,000,000

              
	
                Class
                  M-1

              	 	
                (5)

              	 	
                $11,062,000

              	 	
                $25,000

              
	
                Class
                  M-2

              	 	
                (6)

              	 	
                $3,073,000

              	 	
                $25,000

              
	
                Class
                  M-3

              	 	
                (7)

              	 	
                $4,916,000

              	 	
                $25,000

              
	
                Class
                  M-4

              	 	
                (8)

              	 	
                $2,253,000

              	 	
                $25,000

              
	
                Class
                  M-5

              	 	
                (9)

              	 	
                $2,868,000

              	 	
                $25,000

              
	
                Class
                  M-6

              	 	
                (10)

              	 	
                $2,048,000

              	 	
                $25,000

              
	
                Class
                  M-7

              	 	
                (11)

              	 	
                $2,868,000

              	 	
                $25,000

              
	
                Class
                  B1-II 

              	 	
                (4)

              	 	
                $2,313,000

              	 	
                $100,000

              
	
                Class
                  B2-II 

              	 	
                (4)

              	 	
                $1,012,000

              	 	
                $100,000

              
	
                Class
                  B3-II 

              	 	
                (4)

              	 	
                $795,000

              	 	
                $100,000

              
	
                Class
                  B4-II 

              	 	
                (4)

              	 	
                $506,000

              	 	
                $250,000

              
	
                Class
                  B5-II 

              	 	
                (4)

              	 	
                $433,000

              	 	
                $250,000

              
	
                Class
                  B6-II 

              	 	
                (4)

              	 	
                $363,269

              	 	
                $250,000

              
	
                Class
                  R-II

              	 	
                (4)

              	 	
                $100

              	 	
                $100

              
	
                Class
                  P-I

              	 	
                (12)

              	 	
                (12)

              	 	
                25%

              
	
                Class
                  P-II

              	 	
                (13)

              	 	
                (13)

              	 	
                25%

              
	
                Class
                  X 

              	 	
                (14)

              	 	
                (14)

              	 	
                25%

              
	
                Class
                  R-I 

              	 	
                (15)

              	 	
                (15)

              	 	
                100%

              
	
                Class
                  C

              	 	
                (16)

              	 	
                (16)

              	 	
                25%

              


      

    

    
      ___________________________

    

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (1)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                1-A1
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.150% (the “1-A1 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class 1-A1 Certificates will be LIBOR plus
                0.300%.

            


    

     

    
      	
              (2)

            	
              For
                any Distribution Date on or prior to the Distribution Date in February
                2012, the Certificate Interest Rate on the Class 1-A2 Certificates
                shall
                be shall be a per annum rate equal to 6.50% , subject to the Pool
                1 Net
                Funds Cap. Beginning with the distribution date in March 2012 and
                for each
                distribution date thereafter, the Certificate Interest Rate for the
                Class
                1-A2 Certificates hall be a per annum rate equal to LIBOR plus 1.50%
                subject to the Pool 1 Net Funds
                Cap.

            


    

     

    
      	
              (3)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                1-A3
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.210% (the “1-A3 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class 1-A3 Certificates will be LIBOR plus
                0.420%.

            


    

     

    
      	
              (4)

            	
              For
                any Distribution Date on or prior to the Distribution Date in December
                2016, the Certificate Interest Rate on the Class 2-A1, Class 2-A2,
                Class
                R-II, Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II
                and
                Class B6-II Certificates shall be a per annum rate equal to the Net
                WAC
                for pool 2 less 0.2777552869%. Beginning with the distribution date
                in
                January 2017 and for each distribution date thereafter, the Certificate
                Interest Rate for the Class 2-A1, Class 2-A2, Class R-II, Class B1-II,
                Class B2-II, Class B3-II, Class B4-II, Class B5-II and Class B6-II
                Certificates shall be a per annum rate equal to the Net WAC for Pool
                2 for
                such Distribution Date. For any Distribution Date on or prior to
                the
                Distribution Date in December 2016, the Certificate Interest Rate
                for the
                Class 2-AX Certificates shall be 0.2777552869%. Thereafter, the Class
                2-AX
                Certificates will not accrue interest and will not be entitled to
                any
                distributions related to subsequent Distribution Dates. For any
                Distribution Date, the Class Notional Amount of the Class 2-AX
                Certificates will be the total Scheduled Principal Balance of the
                Pool 2
                Mortgage Loans as of the beginning of the related Due Period. The
                initial Class Notional Amount of the Class 2-AX Certificates is
                $144,583,369.

            


    

     

    
      	
              (5)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-1
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.290% (the “M-1 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-1 Certificates will be LIBOR plus
                0.435%.

            


    

     

    
      	
              (6)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-2
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.320% (the “M-2 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-2 Certificates will be LIBOR plus
                0.480%.

            


    

     

    
      	
              (7)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-3
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.350% (the “M-3 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-3 Certificates will be LIBOR plus
                0.525%.

            


    

     

    

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

     

    
      	
              (8)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-4
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.400% (the “M-4 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-4 Certificates will be LIBOR plus
                0.600%.

            


    

     

    
      	
              (9)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-5
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.450% (the “M-5 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-5 Certificates will be LIBOR plus
                0.675%.

            


    

     

    
      	
              (10)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-6
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 0.500% (the “M-6 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-6 Certificates will be LIBOR plus
                0.750%.

            


    

     

    
      	
              (11)

            	
              For
                any Distribution Date, the Certificate Interest Rate on the Class
                M-7
                Certificates shall be a per annum rate equal to the lesser of (i)
                LIBOR
                plus 1.750% (the “M-7 Margin”) and (ii) the Pool 1 Net Funds Cap for such
                Distribution Date; provided, that if the Mortgage Loans in Pool 1
                and
                related property are not purchased pursuant to Section 7.01(b) on
                the
                Initial Optional Termination Date, then with respect to each subsequent
                Distribution Date the per annum rate calculated pursuant to clause
                (i)
                above with respect to the Class M-7 Certificates will be LIBOR plus
                2.625%.

            


    

     

    
      	
              (12)

            	
              The
                Class P-I Certificates will be entitled to receive Prepayment Penalty
                Amounts paid by borrowers upon voluntary full or partial prepayment
                of the
                Mortgage Loans in Pool 1.

            


      	 	 


      	(13) 	The Class P-II Certificates will be entitled to
              receive
              Prepayment Penalty Amounts paid by borrowers upon voluntary full or
              partial prepayment of the Mortgage Loans in Pool
              2. 


    

     

    
      	
              (14)

            	
              For
                purposes of the REMIC Provisions, the 1-X Component of the Class
                X
                Certificates shall have an initial principal balance of $1,028,910.61.
                For
                each Distribution Date, the 1-X Component of the Class X Certificates
                shall be entitled to the 1-X Component Current Interest. Unpaid interest
                on the 1-X Component of the Class X Certificates shall not itself
                bear
                interest. The S-X Component of the Class X Certificates shall represent
                an
                interest-only regular interest in REMIC I-2 and shall represent beneficial
                ownership of the Supplemental Interest Trust Account, including the
                Swap
                Agreement. For purposes of the REMIC Provisions, the C-X Component
                of the
                Class X Certificates shall represent beneficial ownership of the
                Pool 1
                Interest Rate Cap Agreement. For the purposes of the REMIC Provisions,
                the
                Class X Certificates shall also represent beneficial ownership of
                (i) the
                Pool 1 Basis Risk Reserve Fund, (ii) any FPD Premiums and (iii) an
                interest in notional principal contracts described in Section 10.01
                hereof.

            


    

     

    
      	
              (15)

            	
              The
                Class R-I Certificate will be issued without a Certificate Principal
                Amount and will not bear interest at a stated rate. The Class R-I
                Certificate represents ownership of the residual interest in REMIC
                I-2, as
                well as ownership of the Class SW-R Interest and Class LTI1-R
                Interest.

            


    

     

    
      	
              (16)

            	
              The
                Class C Certificates will be issued without a Certificate Principal
                Amount
                and will not bear interest at a stated rate. The Class C Certificates
                shall be entitled to receive all reinvestment income on amounts on
                deposit
                in the 1-X Component Account and amounts on deposit in the 1-X Component
                Account on the Distribution Date as described herein as provided
                in
                Section 5.12.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $554,317,280.57.

     

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

     

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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01. Definitions.

     

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

     

    1-X
      Component:
      The
      portion of the Class X Certificates representing the right to distributions
      to
      the Class X Certificates as described herein.

     

    1-X
      Component Account:
      An
      account established as part of the Trust Fund pursuant to Section 5.12 of this
      Agreement but which is not an asset of any of the REMICs for the benefit of
      the
      1-X Component of the Class X Certificates.

     

    1-X
      Component Account Termination Date:
      The
      Distribution Date in February 2010.

     

    1-X
      Component Current Interest: For
      any
      Distribution Date, the interest accrued during the related Accrual Period on
      the
      1-X Component Notional Balance at the 1-X Component Interest Rate.

     

    1-X
      Component Distributable Amount:
      On any
      Distribution Date, the excess of (i) the sum of (x) $1,028,910.61, (y) the
      aggregate 1-X Component Current Interest for such Distribution Date and all
      prior Distribution Dates and (z) amounts treated as received by the Class X
      Certificates in respect of Class I Shortfalls described in Section 10.01(o)
      over
      (ii) the sum of (w) the aggregate payments in respect of Excess Interest for
      such Distribution Date and all prior Distribution Dates, (x) all prior
      distributions to the 1-X Component of the Class X Certificate under Section
      5.02(d)(v) hereof, (y) all payments treated as distributed by REMIC I-2 to
      the
      Uncertificated Class 1-X Interest then paid to the Swap Counterparty as
      described in Section 10.01(p) and (z) all payments treated as paid by the LIBOR
      Certificates to the Class X Certificates in respect of Class I Shortfalls then
      paid to the Swap Counterparty as described in Section 10.01(p).

     

    1-X
      Component Interest Rate:
      For any
      Distribution Date, the excess of (i) the weighted average of the interest rates
      on the REMIC I-1 Regular Interests (other than the Class LTI1-IO Interest)
      over
      (ii) two times the weighted average of the interest rates on the REMIC I-1
      Regular Interests (other than the Class LTI1-IO Interest) (treating for purposes
      of this clause (ii) the interest rate on each of the REMIC I-1 Marker Classes
      as
      being capped at the interest rate of the Related REMIC I-2 Interest of the
      Corresponding Classes of Certificates (as adjusted, if necessary, to reflect
      accruals on the basis of the actual number of days in the Accrual Period for
      the
      LIBOR Certificates (other than the Class 1-A2 Certificates) and treating the
      interest rate on the Class LTI1-X Interest as capped at zero). The average
      described in the preceding sentence shall be weighted on the basis of the
      respective principal balances of the REMIC I-1 Regular Interests immediately
      prior to such Distribution Date.

    

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      



    1-X
      Component Notional Balance:
      With
      respect to any Distribution Date (and the related Accrual Period), the aggregate
      principal balance of the REMIC I-1 Regular Interests (other than the Class
      LTI1-IO Interest) immediately prior to such Distribution Date.

     

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

     

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

     

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

     

    Accretion
      Directed Certificate:
      Not
      applicable.

     

    Accretion
      Termination Date:
      Not
      applicable.

     

    Accrual
      Amount:
      Not
      applicable.

     

    Accrual
      Certificate:
      Not
      applicable.

     

    Accrual
      Component:
      Not
      applicable.

     

    Accrual
      Period:
      With
      respect to any Distribution Date and for each Class of Pool 1 Certificates
      (other than the Class 1-A2 Certificates) the period beginning with the
      immediately preceding Distribution Date (or from February 25, 2007 in the case
      of the first Distribution Date) and ending the day immediately preceding the
      related Distribution Date. With respect to any Distribution Date and for each
      Class of Pool 2 Certificates and the Class 1-A2 Certificates, the calendar
      month
      immediately preceding the month in which the related Distribution Date occurs.
      All calculations of interest on each class of Pool 1 Certificates (other than
      the Class 1-A2 Certificates) will be made on the basis of a 360 day year and
      the
      actual number of days in the related Accrual Period. All calculations of
      interest on each class of Pool 2 Certificates and the Class 1-A2 Certificates
      will be made on the basis of a 360-day year and twelve 30-day
      months.

     

    Accrued
      Certificate Interest:
      As to
      any Class of Pool 2 Certificates and any Distribution Date, the amount of
      interest accrued at its Certificate Interest Rate during the related Accrual
      Period on (in the case of each Class other than any Class of Notional
      Certificates) the related Class Principal Amount immediately prior to such
      Distribution Date or, in the case of any Class of Notional Certificates, the
      Class Notional Amount for such Distribution Date, as reduced by such Class’s
      share of the interest portion of (i) any Excess Losses for the related Mortgage
      Pool or Mortgage Pools for such Distribution Date and (ii) any Relief Act
      Reduction for the related Mortgage Pool or Mortgage Pools for such Distribution
      Date, in each case allocable among the Senior Certificates of the related
      Certificate Group and the related Subordinate Certificates proportionately
      based
      on the Accrued Certificate Interest otherwise distributable thereon. All
      calculations of interest on each Class of Pool 2 Certificates shall be
      calculated on the basis of a 360-day year consisting of twelve 30-day months.
      The interest shall accrue during the related Accrual Period.

    

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      



    Act:
      As
      defined in Section 3.03(c).

     

    Additional
      Collateral:
      None.

     

    Additional
      Collateral Servicing Agreement:
      None.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 6.20(d)(i).

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 6.20(e)(i).

     

    Additional
      Servicer:
      Each
      affiliate of each Servicer that Services any of the Mortgage Loans and each
      Person who is not an affiliate of the any Servicer, who Services 10% or more
      of
      the Mortgage Loans.

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

     

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

     

    Adverse
      REMIC Event:
      Either
      (i) loss of status as a REMIC, within the meaning of Section 860D of the Code,
      for any group of assets identified as a REMIC in the Preliminary Statement
      to
      this Agreement, or (ii) imposition of any tax, including the tax imposed under
      Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section
      860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
      to
      the extent such tax would be payable from assets held as part of the Trust
      Fund.

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

    

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      



    Aggregate
      Master Servicing Compensation:
      Not
      applicable.

     

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

     

    Aggregate
      Subordinate Percentage:
      Not
      applicable.

     

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

     

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

     

    AP
      Percentage:
      Not
      applicable.

     

    AP
      Principal Distribution Amount:
      Not
      applicable.

     

    Applicants:
      As
      defined in Section 8.02(b).

     

    Apportioned
      Principal Balance:
      Not
      applicable.

     

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

     

    Associated
      Mortgage Loan:
      Not
      applicable.

     

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

     

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

     

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

     

    Authorized
      Officer:
      Not
      applicable.

     

    Available
      Basis Risk Amount:
      Not
      Applicable.

     

    Available
      Distribution Amount:
      As to
      Pool 2 and on any Distribution Date, the sum of the following
      amounts:

    

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      


       

      (i) the
        total
        amount of all cash received by the Master Servicer through the Remittance
        Date
        applicable to each Servicer and deposited with the Trustee by the Master
        Servicer by the Deposit Date for such Distribution Date on the Mortgage Loans
        in
        Pool 2 (including proceeds of any Insurance Policy and any other credit support
        relating to such Mortgage Loans and including any Subsequent Recovery but
        excluding any Prepayment Penalty Amounts), plus all Advances made by the
        Master
        Servicer or any Servicer (or the Trustee, solely in its capacity as successor
        Master Servicer) for such Distribution Date and Mortgage Pool, any Compensating
        Interest Payment for such date and Mortgage Pool, any amounts received with
        respect to any Additional Collateral, if any, or any surety bond, if any,
        related thereto and any amounts paid by any Servicer in respect of Prepayment
        Interest Shortfalls in respect of the related Mortgage Loans for such date,
        but
        not including:

       

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

       

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

       

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

       

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

       

      (E) all
        fees
        and amounts due or reimbursable to the Master Servicer, the Trustee (or its
        custodian), the Custodian or a Servicer pursuant to the terms of this Agreement,
        the applicable Custodial Agreement or the applicable Servicing Agreement
        related
        specifically to such Mortgage Pool or if applicable to all Mortgage Pools,
        then
        the pro rata portion of any such amounts based on the Pool Balance of such
        Mortgage Pool and the Aggregate Principal Balance;

       

      (F) [Reserved];

       

      (G) [Reserved];

       

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

       

      (ii) any
        other
        payment made by the Master Servicer, any Servicer, the Trustee, (solely as
        successor master servicer) the Seller, the Depositor, or any other Person
        with
        respect to such Distribution Date (including the Purchase Price or FPD Purchase
        Price, and excluding any FPD Premiums for Pool 2 with respect to any Mortgage
        Loan purchased by the Seller, the Depositor or any other Person).

      


      
        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

      


       

      Back-Up
        Certification:
        As
        defined in Section 6.20(e)(iv).

       

      Balloon
        Mortgage Loan:
        Not
        applicable.

       

      Balloon
        Payment:
        Not
        applicable.

       

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

       

      Bankruptcy
        Coverage Termination Date:
        As to
        Pool 2, the Distribution Date on which the applicable Bankruptcy Loss Limit
        has
        been reduced to zero (or less than zero).

       

      Bankruptcy
        Loss Limit:
        As of
        the Cut-off Date, $100,000 for Pool 2, which amounts shall each be reduced
        from
        time to time by the amount of Bankruptcy Losses that are allocated to the
        related Certificates until the applicable Bankruptcy Coverage Termination
        Date.

       

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

       

      Basis
        Risk Payment:
        With
        respect to any Distribution Date, the excess, if any, of (A) the sum of (1)
        any
        Basis Risk Shortfall for such Distribution Date and (2) any Unpaid Basis
        Risk
        Shortfall for such Distribution Date less any proceeds received under the
        Pool 1
        Interest Rate Cap Agreement to the extent payable pursuant to Section
        5.02(e)(iv)(A) for such Distribution Date over (B) the amount of payments
        of
        Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls made pursuant to Section
        5.02(f)(vi) for such Distribution Date. The amount of the Basis Risk Payment
        for
        any Distribution Date, however, cannot exceed the amount of Monthly Excess
        Cashflow that would be distributable to the 1-X Component of the Class X
        Certificate pursuant to Section 5.02(e) hereof on such Distribution Date
        (as
        determined under the definition of “1-X Component Distributable Amount” without
        regard to the Basis Risk Payment for such Distribution Date).

       

      Basis
        Risk Shortfall Protected Certificate:
        Not
        applicable.

       

      Basis
        Risk Shortfall:
        With
        respect to any Distribution Date and the Pool 1 Certificates, the amount
        by
        which the amount of interest calculated at the Certificate Interest Rate
        applicable to such Class for such date, determined without regard to the
        Pool 1
        Net Funds Cap for such date, exceeds the amount of interest calculated at
        the
        Pool 1 Net Funds Cap.

      


      
        
          
            
            

          

          
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      Blanket
        Mortgage:
        Not
        applicable.

       

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

       

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

       

      C-X
        Component:
        The
        portion of the Class X Certificates representing the right to distributions
        to
        the Class X Certificates from the Pool 1 Interest Rate Cap
        Agreement.

       

      Cap
        Counterparty:
        Lehman
        Brothers Special Financing Inc.

       

      Carryforward
        Interest:
        For any
        class of Pool 1 Certificates and any Distribution Date, the sum of (1) the
        amount, if any, by which (x) the sum of (A) Current Interest for such class
        for
        the immediately preceding Distribution Date and (B) any unpaid Carryforward
        Interest for such class from previous Distribution Dates exceeds (y) the
        amount
        distributed in respect of interest on such class on such immediately preceding
        Distribution Date and (2) interest on such amount for the related Accrual
        Period
        at the applicable Certificate Interest Rate.

       

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

       

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

       

      Certificate
        Group:
        The
        Pool 1 Senior Certificates (which are related to Pool 1) and the Pool 2 Senior
        Certificates (which are related to Pool 2), as applicable.

       

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

       

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

      


      
        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

      

      


       

      Certificate
        Principal Amount:
        With
        respect to any Pool 1 Certificate other than a Notional Certificate, at the
        time
        of determination, the maximum specified dollar amount of principal to which
        the
        Holder thereof is then entitled hereunder, such amount being equal to the
        initial principal amount set forth on the face of such Certificate (plus,
        in the
        case of any Negative Amortization Certificate, any Deferred Interest allocated
        thereto on previous Distribution Dates, and plus, in the case of any Accrual
        Certificate, its Percentage Interest of any related Accrual Amount for each
        previous Distribution Date), less the amount of all amounts previously
        distributed on that Certificate in respect of principal prior to such
        Distribution Date, as further reduced by any Pool 1 Applied Loss Amount
        previously allocated hereto; provided, however, that on each Distribution
        Date
        on which a Subsequent Recovery is distributed, the Certificate Principal
        Amount
        of any class of Pool 1 Certificates whose Certificate Principal Amount has
        previously been reduced by application of a Pool 1 Applied Loss Amount will
        be
        increased, in order of seniority, by an amount (to be applied pro rata to
        all
        Certificates of such class) equal to the lesser of (1) any Deferred Amount
        for
        each such class immediately prior to such Distribution Date and (2) the total
        amount of any Subsequent Recovery distributed on such Distribution Date to
        such
        Certificateholders, after application (for this purpose) to any more senior
        classes of such Certificates. With respect to any Pool 2 Certificate other
        than
        a Notional Certificate, at the time of determination, the maximum specified
        dollar amount of principal to which the Holder thereof is then entitled
        hereunder, such amount being equal to the initial principal amount set forth
        on
        the face of such Certificate (plus, in the case of any Negative Amortization
        Certificate, any Deferred Interest allocated thereto on previous Distribution
        Dates, and plus, in the case of any Accrual Certificate, its Percentage Interest
        of any related Accrual Amount for each previous Distribution Date), as reduced
        by the amount of all principal distributions previously made with respect
        to
        such Certificate, and all Realized Losses allocated to such Certificate and,
        in
        the case of a Subordinate Certificate, any Subordinate Certificate Writedown
        Amount allocated to such Certificates; provided, however, that on any
        Distribution Date on which a Subsequent Recovery for a Mortgage Pool in Pool
        2
        is distributed, the Certificate Principal Amount of any Class of related
        Certificates then outstanding for which any Realized Loss or any Subordinate
        Certificate Writedown Amount has been applied will be increased, in order
        of
        seniority, by an amount equal to the lesser of (i) the amount the Class of
        Certificates has been reduced by any Realized Losses or any Subordinate
        Certificate Writedown Amount which have not been previously offset by any
        Subsequent Recovery pursuant to this proviso and (ii) the total amount of
        any
        Subsequent Recovery for such Mortgage Pool distributed on such date to
        Certificateholders (as reduced (x) by increases in the Certificate Principal
        Amount of more senior Classes of Certificates related to such Mortgage Pool
        on
        such Distribution Date and (y) to reflect a proportionate amount of what
        would
        (but for this clause (y) have been the increases in the Certificate Principal
        Amount of Classes of Certificates related to such Mortgage Pool of equal
        seniority on such Distribution Date). For purposes of Article V hereof, unless
        specifically provided to the contrary, Certificate Principal Amounts shall
        be
        determined as of the close of business of the immediately preceding Distribution
        Date, after giving effect to all distributions made on such date. Notional
        Certificates are issued without Certificate Principal Amounts.

       

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

       

      Certification
        Parties:
        As
        defined in Section 6.20(e)(iv).

      


      
        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

      

      


       

      Certifying
        Person:
        As
        defined in Section 6.20(e)(iv).

       

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

       

      Class
        AP Certificate:
        None.

       

      Class
        AP Deferred Amount:
        Not
        applicable.

       

      Class
        B Certificate:
        Any
        Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II and Class
        B6-II
        Certificate.

       

      Class
        C Distributable Amount:
        For
        each Distribution Date on and prior to the Distribution Date occurring on
        the
        1-X Component Account Termination Date, an amount equal to the lesser of
        (a)
        aggregate investment earnings on the 1-X Component Account for the related
        Collection Period and (b) the amount on deposit in the 1-X Component Account
        on
        such Distribution Date, after taking into account any payments made from
        the 1-X
        Component Account on such Distribution Date to the 1-X Component of the Class
        X
        Certificates. On the Distribution Date occurring on the 1-X Component Account
        Termination Date, an amount equal to the entire amount remaining on deposit
        in
        the 1-X Component Account after making the payments set forth in the preceding
        sentence.

       

      Class
        C Mortgage Loan:
        Any
        Mortgage Loan which has become a Liquidated Mortgage Loan on or prior to
        the
        Collection Period ending on February 1, 2010.

       

      Class
        I Shortfalls:
        As
        defined in Section 10.01(o) hereof.

       

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

       

      Class
        P Certificate:
        Any
        Class P-I and P-II Certificate.

       

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

       

      Class
        Principal Amount:
        With
        respect to each Class of Certificates other than any Class of Notional
        Certificates or the Class R-I, Class X and Class P Certificates, the aggregate
        of the Certificate Principal Amounts of all Certificates of such Class at
        the
        date of determination. With respect to each Class of Notional Certificates,
        Class R-I, Class X and Class P Certificates, zero.

       

      Class
        R Certificate:
        Any
        Class R-I and Class R-II Certificate.

       

      Class
        R-I Certificate:
        The
        Class R-I Certificate executed by the Trustee, and authenticated and delivered
        by the Certificate Registrar, substantially in the form annexed hereto as
        Exhibit A and evidencing the ownership of the sole class of residual interest
        in
REMIC
        I-2
        as well as ownership of the Class LTI1-R Interest in REMIC I-1 and the Class
        SW-R Interest in the SWAP REMIC.

      


      
        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

      

      


       

      


       

      Class
        R-II Certificate:
        The
        Class R-II Certificate executed by the Trustee, and authenticated and delivered
        by the Certificate Registrar, substantially in the form annexed hereto as
        Exhibit A and evidencing the ownership of the sole class of residual interest
        in
REMIC
        II-1.

       

      


       

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

       

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

       

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

       

      Closing
        Date:
        February 28, 2007.

       

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

       

      Collateral
        Account:
        A
        separate account that may be established and maintained by the Trustee pursuant
        to Section 5.09.

       

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

       

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

       

      Commission:
        The
        Securities and Exchange Commission.

       

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

       

      Component:
        Not
        applicable.

       

      Component
        Certificate:
        Not
        applicable.

       

      Component
        Notional Amount:
        Not
        applicable.

       

      Component
        Principal Amount:
        Not
        applicable.

      


      
        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

      

      


       

      Component
        Writedown Amount:
        Not
        applicable.

       

      Controlling
        Person:
        With
        respect to any Person, any other Person who “controls” such Person within the
        meaning of the Securities Act.

       

      Conventional
        Loan:
        Not
        applicable.

       

      Converted
        Mortgage Loan:
        Not
        applicable.

       

      Convertible
        Mortgage Loan:
        Not
        applicable.

       

      Cooperative
        Corporation:
        The
        entity that holds title (fee or an acceptable leasehold estate) to the real
        property and improvements constituting the Cooperative Property and which
        governs the Cooperative Property, which Cooperative Corporation must qualify
        as
        a Cooperative Housing Corporation under Section 216 of the Code.

       

      Cooperative
        Loan:
        Any
        Mortgage Loan secured by Cooperative Shares and a Proprietary
        Lease.

       

      Cooperative
        Loan Documents:
        As to
        any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
        in
        blank; (ii) the original executed Security Agreement and the assignment of
        the
        Security Agreement endorsed in blank; (iii) the original executed Proprietary
        Lease and the assignment of the Proprietary Lease endorsed in blank; (iv)
        the
        original executed Recognition Agreement and the assignment of the Recognition
        Agreement (or a blanket assignment of all Recognition Agreements) endorsed
        in
        blank; (v) the executed UCC-1 financing statement with evidence of recording
        thereon, which has been filed in all places required to perfect the security
        interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
        UCC-3 financing statements (or copies thereof) or other appropriate UCC
        financing statements required by state law, evidencing a complete and unbroken
        line from the mortgagee to the Trustee with evidence of recording thereon
        (or in
        a form suitable for recordation).

       

      Cooperative
        Property:
        The
        real property and improvements owned by the Cooperative Corporation, that
        includes the allocation of individual dwelling units to the holders of the
        Cooperative Shares of the Cooperative Corporation.

       

      Cooperative
        Shares:
        Shares
        issued by a Cooperative Corporation.

       

      Cooperative
        Unit:
        A
        single-family dwelling located in a Cooperative Property.

       

      Corporate
        Trust Office:
        For the
        purpose of presentment, exchange and surrender of the Certificates, the
        Trustee’s Corporate Trust Office is located at Sixth Street and Marquette
        Avenue, Minneapolis, MN 55479, Attention: Client Service Manager SARM 2007-2
        and
        for all other purposes is located at 9062 Old Annapolis Road, Columbia, MD
        21045
        Attention: Client Service Manager - SARM 2007-2, or such other address that
        the
        Trustee may designate from time to time by notice to the Certificateholders,
        the
        Depositor and the Master Servicer.

       

      Corresponding
        Class:
        The
        Class of Certificates that corresponds to a class of Lower Tier Interests
        in
        REMIC I-1 and as described in the Preliminary Statement.

      


      
        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

      

      


       

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

       

      Credit
        Support Depletion Date:
        The
        Distribution Date on which, after giving effect to all distributions on such
        date, the aggregate Certificate Principal Amount of the Pool 2 Subordinate
        Certificates is reduced to zero.

       

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

       

      Current
        Interest:
        For any
        Pool 2 Certificates and any Distribution Date, the aggregate amount of interest
        accrued at the applicable Certificate Interest Rate during the related Accrual
        Period on the Class Principal Amount of such Class immediately prior to such
        Distribution Date. 

       

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

       

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

       

      Cut-off
        Date:
        February 1, 2007.

       

      Cut-off
        Date Aggregate Principal Balance:
        Not
        applicable.

       

      Debt
        Service Reduction:
        With
        respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
        related Mortgagor is obligated to pay on any Due Date as a result of any
        proceeding under Bankruptcy law or any similar proceeding. The principal
        portion
        of Debt Service Reductions will not be allocated in reduction of the Certificate
        Principal Amounts of any Certificates.

       

      Defaulting
        Party:
        As
        defined in the Swap Agreement.

       

      Deferred
        Amount:
        For
        each Distribution Date and for each class of Pool 1 Certificates, the amount
        by
        which the aggregate of Pool 1 Applied Loss Amounts previously applied in
        reduction of the Class Principal Amount thereof exceeds (y) the sum of (1)
        the
        aggregate of amounts previously distributed in reimbursement thereof and
        (2) the
        amount by which the Class Principal Amount of such class has been increased
        due
        to any Subsequent Recovery.

       

      Deferred
        Interest:
        None.

       

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

      


      
        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

      

      


       

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

       

      Deleted
        Loan REMIC:
        Not
        Applicable.

       

      Deleted
        Loan REMIC Interest:
        Not
        Applicable.

       

      Deleted
        Loan REMIC Regular Interest:
        Not
        Applicable.

       

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

       

      Deposit
        Date:
        With
        respect to each Distribution Date, the Business Day immediately preceding
        such
        Distribution Date.

       

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

       

      Designated
        Rate:
        Not
        applicable.

       

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

       

      Direct
        Obligations:
        As
        defined in the definition of Eligible Investments.

       

      Discount
        Mortgage Loan:
        None.

       

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

       

      Distressed
        Mortgage Loan:
        Any
        Mortgage Loan which is more than 90 days delinquent or for which the Servicer
        has accepted a deed in lieu of foreclosure.

       

      Distribution
        Date:
        The
        25th
        day of
        each month, or, if such 25th
        day is
        not a Business Day, the next succeeding Business Day commencing in March
        2007.

      


      
        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

      

      


       

      DTC:
        The
        Depository Trust Company.

       

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

       

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

       

      Early
        Payment Default Mortgage Loan:
        Any
        Mortgage Loan originated by LBB specified in Section 1.04 of the Mortgage
        Loan
        Sale and Assignment Agreement in respect to which the related Mortgagor does
        not
        make the first or second payment due to the Seller within the time frame
        required under such section.

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

      (vi) a
        Qualified GIC;

       

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

       

      (viii) any
        other
        demand, money market fund, common trust fund or time deposit or obligation,
        or
        interest-bearing or other security or investment (including those managed
        or
        advised by the Trustee or any Affiliate thereof) approved by the NIMS Insurer
        ,
        (A) rated in the highest rating category by each Rating Agency (if rated
        by such
        Rating Agency) or (B) that would not adversely affect the then current rating
        by
        either Rating Agency of any of the Certificates or the NIM Securities and
        has a
        short term rating of at least “A-1” or its equivalent by each Rating Agency.
        Such investments in this subsection (viii) may include money market mutual
        funds
        or common trust funds, including any fund for which Wells Fargo Bank, N.A.,
        in
        its capacity other than as Trustee, the Master Servicer or an affiliate thereof
        serves as an investment advisor, administrator, shareholder servicing agent,
        and/or custodian or subcustodian, notwithstanding that (i) Wells Fargo Bank,
        N.A., the Trustee, the Master Servicer or any Affiliate thereof charges and
        collects fees and expenses from such funds for services rendered, (ii) Wells
        Fargo Bank, N.A., the Trustee, the Master Servicer, or any Affiliate thereof
        charges and collects fees and expenses for services rendered pursuant to
        this
        Agreement, and (iii) services performed for such funds and pursuant to this
        Agreement may converge at any time. Wells Fargo Bank, N.A. or an Affiliate
        thereof is hereby authorized to charge and collect from the Trust Fund such
        fees
        as are collected from all investors in such funds for services rendered to
        such
        funds (but not to exceed investment earnings thereon);

      


      
        
          
            
            

          

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

       

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

       

      ERISA-Qualifying
        Underwriting:
        A best
        efforts or firm commitment underwriting or private placement that would satisfy
        the requirements of the Underwriter’s Exemption, except, in relevant part, for
        the requirement that the certificates have received a rating at the time
        of
        acquisition that is in one of the three (or four, in the case of a “designated
        transaction”) highest generic rating categories by at least one of the Rating
        Agencies.

       

      ERISA-Restricted
        Certificate:
        Any
        Class P-I, Class P-II, Class B4-II, Class B5-II or Class B6-II Certificate
        and
        any other Certificate, as long as the acquisition and holding of such
        Certificate is not covered by and exempt under the Underwriter’s
        Exemption.

       

      ERISA-Restricted
        Swap Certificate:
        Any
        Class 1-A1 or Class 1-A3 Certificates or any Pool 1 Subordinate
        Certificates.

       

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

       

      Euroclear:
        Euroclear S.A./N.V., as operator of the Euroclear System.

       

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

       

      Excess
        Interest:
        On any
        Distribution Date, for each Class of Pool 1 Certificates, the excess, if
        any, of
        (1) the amount of interest such Class of Certificates is entitled to receive
        on
        such Distribution Date over (2) the amount of interest such Class of
        Certificates would have been entitled to receive on such Distribution Date
        at an
        interest rate equal to the REMIC Pass-Through Rate.

      


      
        
          
            
            

          

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

       

      Excess
        REMIC Payments:
        Not
        applicable.

       

      Exchange
        Act:
        The
        Securities Exchange Act of 1934, as amended.

       

      Exchange
        Act Signing Party:
        Either
        the Depositor or the Master Servicer, to be determined by mutual agreement
        between such parties.

       

      Extended
        Period:
        As
        defined in Section 10.04(b).

       

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

       

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

       

      Final
        Scheduled Distribution Date:
        For the
        Certificates (except the Class 2-AX Certificates), the Distribution Date
        in
        March 2037. For the Class 2-AX Certificates, the Distribution Date in December
        2016.

       

      Financial
        Intermediary:
        Not
        applicable.

       

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

       

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

       

      Form
        8-K Disclosure Information:
        As
        defined in Section 6.20(g)(i).

       

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

       

      FPD
        Premium:
        With
        respect to any Early Payment Default Mortgage Loan purchased by the Seller
        from
        Lehman Brothers Bank, FSB, the excess, if any of the FPD Purchase Price over
        the
        Purchase Price for such Mortgage Loan.

       

      FPD
        Purchase Price:
        With
        respect to any Early Payment Default Mortgage Loan, an amount equal to the
        sum
        of (a) 101.50% of the unpaid principal balance of such Mortgage Loan and
        (b)
        accrued interest thereon at the applicable Mortgage Rate from the date as
        to
        interest was last paid (but not including) the Due Date in the Collection
        period
        immediately preceding the related Distribution Date.

      


      
        
          
            
            

          

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

       

      Fraud
        Loss Limit:
        With
        respect to any Distribution Date (x) prior to the second anniversary of the
        Cut-off Date, $1,445,833.70 for Pool 2, less the aggregate of Fraud Losses
        in
        Pool 2 since the Cut-off Date, (y) from the second anniversary to the fifth
        anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
        the
        Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and
        (b)
        0.50% of the aggregate principal balance of all the Mortgage Loans in Pool
        2 as
        of the most recent anniversary of the Cut-off Date less (2) the aggregate
        of
        Fraud Losses in Pool 2 since the most recent anniversary of the Cut-off Date.
        On
        or after the fifth anniversary of the Cut-off Date, the Fraud Loss Limit
        shall
        be zero.

       

      Funding
        Account:
        The
        account defined in Section 5.06 herein.

       

      Funding
        Amount:
        The
        amount paid by the Depositor to the Trustee for deposit into the Funding
        Account
        on the Closing Date pursuant to Section 5.06, which amount is $963,082.09.
        The
        Funding Amount is calculated as the scheduled principal balance as of the
        Cut-off Date of mortgage loans that were removed from Pool 1 prior to the
        Closing Date ($540,000.00), plus 30 days accrued interest on that amount
        ($3,004.02), and mortgage loans that were removed from Pool 2 prior to the
        Closing Date ($417,891.88) plus 30 days accrued interest on that amount
        ($2,186.19). For purposes of distributions to Certificateholders pursuant
        to
        Section 5.06, the Funding Amount with respect to Pool 1 shall equal a principal
        amount of $540,000.00 plus thirty (30) days accrued interest on such principal
        amount at the Net WAC for Pool 1 for the first Distribution Date and with
        respect to Pool 2 shall equal a principal amount of $417,891.88 plus thirty
        (30)
        days accrued interest on such principal amount at the Net WAC for Pool 2
        for the
        first Distribution Date . To the extent that the total amount on deposit
        in the
        Funding Account exceeds the Funding Amount, such excess shall be distributed
        to
        the Depositor as described in Section 5.06.

       

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

       

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

       

      Grantor
        Trust:
        Each of
        the “grantor trusts” (within the meaning of the Grantor Trust Provisions)
        described in Section 10.01 herein.

       

      Grantor
        Trust Assets:
        Any
        Prepayment Penalty Amounts collected with respect to Pool 1 or Pool
        2.

       

      Grantor
        Trust Provisions:
        Subpart
        E of Subchapter J of the Code, including Treasury regulation section
        301.7701-4(c)(2).

      


      
        
          
            
            

          

          
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      Group
        Subordinate Amount:
        With
        respect to Pool 2 and any Distribution Date, the excess, if any, of the Pool
        Balance of such Mortgage Pool for the immediately preceding Distribution
        Date
        (or in the case of the first Distribution Date, the aggregate Scheduled
        Principal Balance of the Mortgage Loans in such Mortgage Pool as of the Cut-off
        Date) over the sum of the aggregate of the Certificate Principal Amounts
        of the
        Senior Certificates of the related Certificate Group immediately prior to
        the
        related Distribution Date.

       

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

       

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

       

      Indenture:
        An
        indenture relating to the issuance of notes secured by the Class X Certificates
        (or any portion thereof) which may or may not be guaranteed by a NIMS
        Insurer.

       

      Independent:
        When
        used with respect to any Accountants, a Person who is “independent” within the
        meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation
        S-X. When used with respect to any other Person, a Person who (a) is in fact
        independent of another specified Person and any Affiliate of such other Person,
        (b) does not have any material direct financial interest in such other Person
        or
        any Affiliate of such other Person, and (c) is not connected with such other
        Person or any Affiliate of such other Person as an officer, employee, promoter,
        underwriter, trustee, partner, director or Person performing similar
        functions.

       

      Initial
        LIBOR Rate:
        5.320%.

       

      Initial
        MTA Rate:
        Not
        applicable.

       

      Initial
        Net Mortgage Rate:
        Not
        applicable.

       

      Initial
        Senior Enhancement Percentage:
        3.75%
        for Pool 2.

       

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

      


      
        
          
            
            

          

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

       

      Interest
        Distribution Amount:
        Not
        applicable.

       

      Interest
        Remittance Amount:
        For any
        Distribution Date and Pool 1, an amount equal to (a) the sum of (1) all interest
        collected (other than Payaheads) or advanced in respect of Scheduled Payments
        on
        the Mortgage Loans in Pool 1 during the related Collection Period by the
        Servicers, the Master Servicer or the Trustee (solely in its capacity as
        successor master servicer) minus (x) the Servicing Fee with respect to such
        Mortgage Loans in Pool 1 and (y) previously unreimbursed Advances, unreimbursed
        servicing advances and other amounts due to the Master Servicer, the Servicers
        or the Trustee (solely in its capacity as successor master servicer) with
        respect to such Mortgage Loans in Pool 1, to the extent allocable to interest,
        (2) all Compensating Interest paid by the Servicers with respect to such
        Mortgage Loans in Pool 1 with respect to the related Prepayment Period (or
        in
        the case of Mortgage Loans serviced by Aurora, the related Collection Period),
        (3) the portion of any purchase price (or FPD Purchase Price (excluding any
        FPD
        Premiums) payable with respect to a Early Payment Default Mortgage Loan)
        or
        Substitution Amount paid with respect to such Mortgage Loans in Pool 1 during
        the related Prepayment Period (or in the case of Mortgage Loans serviced
        by
        Aurora, the related Collection Period) allocable to interest and (4) all
        Net
        Liquidation Proceeds and any other recoveries collected with respect to such
        Mortgage Loans in Pool 1 during the related Prepayment Period (or in the
        case of
        Mortgage Loans serviced by Aurora, the related Collection Period), to the
        extent
        allocable to interest, as reduced by (b) any costs, expenses or liabilities
        related to such Mortgage Pool and reimbursable to the Master Servicer, any
        Servicer, the Custodians and the Trustee.

       

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

       

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

       

      IRS:
        The
        Internal Revenue Service.

       

      Latest
        Possible Maturity Date:
        The
        Distribution Date in March 2037.

       

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

       

      LIBOR:
        With
        respect to the first Accrual Period, the Initial LIBOR Rate. With respect
        to
        each subsequent Accrual Period, a per annum rate determined on the LIBOR
        Determination Date in the following manner by the Trustee on the basis of
        the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
        for one-month United States dollar deposits, as such rates appear on the
        Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination
        Date.

      


      
        
          
            
            

          

          
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      If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
        Telerate Page 3750 is not available on such date, the Trustee will obtain
        such
        rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is
        not published for such LIBOR Determination Date, LIBOR for such date will
        be the
        most recently published Interest Settlement Rate. In the event that the BBA
        no
        longer sets an Interest Settlement Rate, the Trustee will designate an
        alternative index that has performed, or that the Trustee expects to perform,
        in
        a manner substantially similar to the BBA’s Interest Settlement Rate. The
        Trustee will select a particular index as the alternative index only if it
        receives an Opinion of Counsel (a copy of which shall be furnished to any
        NIMS
        Insurer), which opinion shall be an expense reimbursed from the Certificate
        Account pursuant to Section 4.04, that the selection of such index will not
        cause any of the REMICs to lose their classification as REMICs for federal
        income tax purposes.

       

      The
        establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
        of the Certificate Interest Rate applicable to the LIBOR Certificates for
        the
        relevant Accrual Period, in the absence of manifest error, will be final
        and
        binding.

       

      LIBOR
        Available Funds Cap:
        Not
        applicable.

       

      LIBOR
        Business Day:
        Any day
        on which banks in London, England and The City of New York are open and
        conducting transactions in foreign currency and exchange.

       

      LIBOR
        Certificate:
        Any
        Pool 1 Certificate.

       

      LIBOR
        Component:
        Not
        applicable.

       

      LIBOR
        Determination Date:
        The
        second LIBOR Business Day immediately preceding the commencement of each
        Accrual
        Period (other than the first Accrual Period) for any LIBOR
        Certificates.

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

      Losses:
        As
        defined in Section 10.03.

       

      Lower
        Tier Interest:
        Any of
        the SWAP REMIC Interests or REMIC I-1 Interests.

       

      M-1
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates, after
        giving
        effect to distributions on such Distribution Date, and (ii) the Class Principal
        Amount of the Class M-1 Certificates immediately prior to such Distribution
        Date
        exceeds (y) the M-1 Target Amount.

       

      M-1
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        90.50% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      M-2
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1
        Certificates, after giving effect to distributions on such Distribution Date,
        and (ii) the Class Principal Amount of the Class M-2 Certificates immediately
        prior to such Distribution Date exceeds (y) the M-2 Target Amount.

       

      M-2
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        92.00% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      M-3
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1
        and Class M-2 Certificates, after giving effect to distributions on such
        Distribution Date, and (ii) the Class Principal Amount of the Class M-3
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M-3
        Target Amount.

       

      M-3
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        94.40% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

      


      
        
          
            
            

          

          
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      M-4
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1, Class M-2 and Class M-3 Certificates, after giving effect to distributions
        on such Distribution Date, and (ii) the Class Principal Amount of the Class
        M-4
        Certificates immediately prior to such Distribution Date exceeds (y) the
        M-4
        Target Amount.

       

      M-4
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        95.50% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      M-5
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving effect
        to
        distributions on such Distribution Date, and (ii) the Class Principal Amount
        of
        the Class M-5 Certificates immediately prior to such Distribution Date exceeds
        (y) the M-5 Target Amount.

       

      M-5
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        96.90% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      M-6
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after giving
        effect to distributions on such Distribution Date, and (ii) the Class Principal
        Amount of the Class M-6 Certificates immediately prior to such Distribution
        Date
        exceeds (y) the M-6 Target Amount.

       

      M-6
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        97.90% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      M-7
        Principal Distribution Amount:
        For any
        Distribution Date, an amount equal, on or after the Pool 1 Stepdown Date
        and as
        long as a Pool 1 Trigger Event is not in effect with respect to such
        Distribution Date, to the amount, if any, by which (x) the sum of (i) the
        aggregate Class Principal Amount of the Pool 1 Senior Certificates and Class
        M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates,
        after giving effect to distributions on such Distribution Date, and (ii)
        the
        Class Principal Amount of the Class M-7 Certificates immediately prior to
        such
        Distribution Date exceeds (y) the M-7 Target Amount.

      


      
        
          
            
            

          

          
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      M-7
        Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        99.30% and (2) the Pool Balance of Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance of Pool 1 for such Distribution Date determined
        as
        of the last day of the related Collection Period exceeds (2) the Pool 1
        Overcollateralization Floor.

       

      Maintenance:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Mortgage
        100SM
        Loan:
        Not
        applicable.

       

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

       

      Mortgage
        Group:
        Not
        Applicable.

      


      
        
          
            
            

          

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

       

      Mortgage
        Loan Sale Agreement:
        The
        agreement, dated as of February 1, 2007, for the sale of certain Mortgage
        Loans
        by Lehman Brothers Holdings to the Depositor.

       

      Mortgage
        Loan Schedule:
        The
        schedule attached hereto as Schedule A, which shall identify each Mortgage
        Loan,
        as such schedule may be amended from time to time to reflect the addition
        of
        Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
        The
        Mortgage Loan Schedule shall include, among other information agreed upon
        by the
        Depositor, the Master Servicer, the applicable Servicer and the Trustee,
        data
        fields specifying the terms and method of calculation of any Prepayment Penalty
        Amount with respect to each Mortgage Loan. The Depositor shall be responsible
        for providing the Trustee and the Master Servicer with all amendments to
        the
        Mortgage Loan Schedule.

       

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

       

      Mortgage
        Pool:
        Any of
        Pool 1 or Pool 2.

       

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

       

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

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Negative
        Amortization:
        Not
        applicable.

       

      Negative
        Amortization Certificate:
        None.

       

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

       

      Net
        Mortgage Rate:
        With
        respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
        of
        the applicable Master Servicing Fee Rate, Trustee Fee Rate, Servicing Fee
        Rate
        and any mortgage insurance premium rate (if applicable).

      


      
        
          
            
            

          

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

       

      Net
        Swap Payment:
        With
        respect to each Distribution Date, the net payment required to be made pursuant
        to the terms of the Swap Agreement, which net payment shall not take into
        account any Swap Termination Payment, and any unpaid amounts due on previous
        Swap Payment Dates and accrued interest thereon as provided in the Swap
        Agreement, as calculated by the Swap Counterparty and furnished to the Trustee.
        

       

      Net
        WAC:
        With
        respect to each Mortgage Pool or portion thereof and any Distribution Date,
        the
        weighted average of Net Mortgage Rates of the Mortgage Loans in the related
        Mortgage Pool or portion thereof at the beginning of the related Due Period,
        weighted on the basis of their Scheduled Principal Balances at the beginning
        of
        the related Due Period.

       

      NIM
        Redemption Amount:
        As
        defined in Section 7.01(b).

       

      NIM
        Securities:
        Any net
        interest margin securities issued subsequent to the Closing Date by an owner
        trust or other special purpose entity, the principal assets of such trust
        or
        other entity including the Class X and Class P-I Certificates and the payments
        received thereon, which principal assets back such securities.

       

      NIMS
        Agreement:
        Any
        agreement pursuant to which any NIM Securities are issued.

       

      NIMS
        Insurer:
        One or
        more insurers issuing financial guaranty insurance policies in connection
        with
        the issuance of NIM Securities.

       

      Non-AP
        Percentage:
        Not
        applicable.

       

      Non-AP
        Senior Certificate:
        Not
        applicable.

       

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

       

      Non-Discount
        Mortgage Loan:
        None.

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

      Notional
        Certificate:
        The
        Class 2-AX Certificates.

       

      Notional
        Component:
        Not
        applicable.

       

      Offering
        Document:
        Either
        of the private placement memorandum dated February 27, 2007 relating to the
        Class B4-II, Class B5-II and Class B6-II Certificates or the
        Prospectus.

       

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

       

      One-Year
        MTA:
        Not
        applicable.

       

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

       

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

       

      Original
        Group Subordinate Amount:
        As to
        Pool 2, the Group Subordinate Amount for such Mortgage Pool as of the first
        Distribution Date.

       

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

       

      Originators:
        The
        Bank, ACT Mortgage Corporation, Baltimore American Mortgage Corp., Colonial
        Savings, F.A., Countrywide Home Loans, Inc., Freedom Mortgage Corp., Meridias
        Capital, Inc., Platinum Community Bank, FSB, Plaza Home Mortgage Inc.,
        Residential Mortgage Capital, Shea Mortgage Inc. and other banks, savings
        and
        loans associations and other mortgage lending institutions. 

      


      
        
          
            
            

          

          
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      Parent
        PowerSM
        Loan:
        Not
        applicable.

       

      Participation
        Agreement:
        Not
        applicable.

       

      Participation:
        Not
        applicable.

       

      Participation
        Schedule:
        Not
        applicable.

       

      Participation
        Master Servicer:
        Not
        applicable.

       

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

       

      PCAOB:
        The
        Public Company Accounting Oversight Board.

       

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

       

      Permitted
        Servicing Amendment:
        Any
        amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii) hereunder
        in connection with any servicing transfer or transfer of any servicing
        rights.

       

      Permitted
        Transferee:
        As
        defined in Section 3.03(f).

       

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

       

      Plan:
        As
        defined in Section 3.03(d).

       

      Placement
        Agent:
        Lehman
        Brothers Inc.

       

      Plan
        Asset Regulations:
        Not
        applicable.

       

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

       

      Pledged
        Asset Mortgage Loan:
        Not
        applicable.

       

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

       

      Pool
        1
        Applied Loss Amount:
        For any
        Distribution Date, after giving effect to all Realized Losses incurred with
        respect to the Pool 1 Mortgage Loans during the related Collection Period
        and
        distributions of principal on such Distribution Date, the amount by which
        the
        aggregate Class Principal Amount of the Pool 1 Certificates exceeds the Pool
        Balance of the Pool 1 Mortgage Loans for such Distribution Date.

      


      
        
          
            
            

          

          
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      Pool
        1
        Basis Risk Reserve Fund:
        A
        reserve fund into which any amount of Pool 1 Monthly Excess Cashflow and
        any
        amounts received under the Pool 1 Interest Rate Cap Agreement are deposited
        in
        order to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls relating
        to
        the Pool 1 Certificates.

       

      Pool
        1
        Certificate:
        Any of
        the Class 1-A1, Class 1-A2, Class 1-A3, Class M-1, Class M-2, Class M-3,
        Class
        M-4, Class M-5, Class M-6 and Class M-7 Certificates.

       

      Pool
        1
        Cumulative Loss Trigger Event:
        A Pool
        1 Cumulative Loss Trigger Event will have occurred if on any Distribution
        Date,
        the fraction, expressed as a percentage, obtained by dividing (x) the aggregate
        amount of cumulative Realized Losses incurred on the Pool 1 Mortgage Loans
        from
        the Cut-off Date through the last day of the related Collection Period by
        (y)
        the Cut-off Date Balance of the Pool 1 Mortgage Loans, exceeds the following
        applicable percentages with respect to such Distribution Date:

       

      
        	
                Distribution
                  Date

              	
                Loss
                  Percentage

              
	 	 
	
                March
                  2009 through February 2010

              	
                0.60%
                  for the first month plus an additional 1/12th of 0.40% for each
                  month
                  thereafter

              
	 	 
	
                March
                  2010 through February 2011

              	
                1.00%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	 	 
	
                March
                  2011 through February 2012

              	
                1.25%
                  for the first month plus an additional 1/12th of 0.25% for each
                  month
                  thereafter

              
	 	 
	
                March
                  2012 through February 2013

              	
                1.50%
                  for the first month plus an additional 1/12th of 0.10% for each
                  month
                  thereafter

              
	 	 
	
                March
                  2013 and thereafter

              	
                1.70%

              


      

       

      Pool
        1
        Delinquency Event:
        A
        Delinquency Event will have occurred if on any Distribution Date, the Pool
        1
        Rolling Three Month Delinquency Rate as of the last day of the immediately
        preceding month equals or exceeds 40% of the Pool 1 Senior Enhancement
        Percentage for such Distribution Date. 

       

      Pool
        1
        Delinquency Rate:
        For any
        month, the fraction, expressed as a percentage, the numerator of which is
        the
        aggregate outstanding principal balance of all Pool 1 Mortgage Loans which
        are
        60 or more days delinquent (including all foreclosures, bankruptcies and
        REO
        Properties) as of the close of business on the last day of such month, and
        the
        denominator of which is the Pool Balance for Pool 1 as of the close of business
        on the last day of such month.

       

      Pool
        1
        Initial Optional Termination Date:
        The
        Distribution Date following the month in which the Pool Balance for Pool
        1
        initially declines to less than 10% of the Pool Balance for Pool 1 as of
        the
        Cut-off Date.

      


      
        
          
            
            

          

          
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      Pool
        1
        Interest Rate Cap Agreement:
        An
        interest rate cap agreement entered into on the Closing Date by the Trustee,
        not
        individually but solely in its capacity as Trustee of the Trust Fund, with
        the
        Cap Counterparty, for the benefit of the Class 1-A1 and Class 1-A3 Certificates
        and the Pool 1 Subordinate Certificates. 

       

      Pool
        1
        Monthly Excess Cashflow:
        For any
        Distribution Date, an amount equal to the sum of (i) the Pool 1 Monthly Excess
        Interest for such Distribution Date, (ii) the Pool 1 Overcollateralization
        Release Amount for such Distribution Date and (iii) any remaining Principal
        Distribution Amount for Pool 1 for such Distribution Date, available for
        distribution pursuant to Section 5.02(c)(i)(E) or Section 5.02(c)(ii)(K)
        hereof.

       

      Pool
        1
        Monthly Excess Interest:
        With
        respect to any Distribution Date, the amount of any Interest Remittance Amount
        for Pool 1 remaining after application pursuant to clauses (i) through (iv) of
        Section 5.02(b) on such date.

       

      Pool
        1
        Net Funds Cap:
        With
        respect to any Distribution Date, and for the Class 1-A1 and Class 1-A3
        Certificates and the Pool 1 Subordinate Certificates, an annual rate equal
        to
        (a) a fraction, expressed as a percentage, the numerator of which is the
        product
        of (1) the excess, if any, of (x) the Pool 1 Optimal Interest Remittance
        Amount
        for such date over (y) the product of (i) any Net Swap Payment or Swap
        Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
        the
        Swap Counterparty for such Distribution Date and (ii) a percentage, the
        numerator of which is the aggregate Class Principal Amount of the Pool 1
        Senior
        Certificates and the Pool 1 Subordinate Certificates and the denominator
        of
        which is the aggregate Class Principal Amount of the Class 1-A1 and Class
        1-A3
        Certificates and the Pool 1 Subordinate Certificates, and (2) 12, and the
        denominator of which is the Pool Balance for Pool 1 as of the first day of
        the
        related Collection Period (not including for this purpose Mortgage Loans
        for
        which prepayments in full have been received and distributed in the month
        prior
        to that Distribution Date), multiplied by (b) a fraction, the numerator of
        which
        is 30 and the denominator of which is the actual number of days in the Accrual
        Period related to such Distribution Date.

       

      With
        respect to any Distribution Date and for the Class 1-A2 Certificates an annual
        rate equal to a fraction, expressed as a percentage, the numerator of which
        is
        the product of (1) the Pool 1 Optimal Interest Remittance Amount for such
        date
        and (2) 12, and the denominator of which is the Pool Balance for Pool 1 as
        of the first day of the related Collection Period (not including for this
        purpose Mortgage Loans for which prepayments in full have been received and
        distributed in the month prior to that Distribution Date).

       

      Pool
        1
        Net Rate:
        The per
        annum rate set forth in footnote 1 to the description of REMIC I-1 in the
        Preliminary Statement hereto (such rate being based on the weighted average
        of
        the interest rates on the SWAP REMIC Regular Interests as adjusted and as
        set
        forth in such footnote).

       

      Pool
        1
        Net WAC:
        With
        respect to any Distribution Date (and the related Accrual Period), a per
        annum
        rate equal to (a) a fraction, expressed as a percentage, the numerator of
        which
        is the product of (i) the Optimal Interest Remittance Amount for Pool 1 for
        such
        date and (ii) 12, and the denominator of which is the Aggregate Loan Balance
        for
        Pool 1 as of the first day of the related Collection Period (not including
        for
        this purpose Mortgage Loans for which prepayments in full have been received
        and
        distributed in the month prior to that Distribution Date), multiplied by
        (b) a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days in the Accrual Period related to such Distribution
        Date.

      


      
        
          
            
            

          

          
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      Pool
        1
        Optimal Interest Remittance Amount:
        For
        each Distribution Date, the product of (A) (x) the weighted average of the
        Net
        Mortgage Rates for the Pool 1 Mortgage Loans based on their Scheduled Principal
        Balances as of the first day of the related Collection Period divided by
        (y) 12
        and (B) the Pool Balance for Pool 1 as of the first day of the related
        Collection Period (not including for this purpose Pool 1 Mortgage Loans for
        which prepayments in full have been received and distributed in the month
        prior
        to that Distribution Date).

       

      Pool
        1
        Overcollateralization Amount:
        For any
        Distribution Date, the amount, if any, by which (x) the Pool Balance for
        Pool 1
        for such Distribution Date exceeds (y) the aggregate Class Principal Amount
        of
        the Pool 1 Certificates after giving effect to distributions on such
        Distribution Date.

       

      Pool
        1
        Overcollateralization Deficiency:
        For any
        Distribution Date, the amount, if any, by which (x) the Pool 1 Targeted
        Overcollateralization Amount exceeds (y) the Pool 1 Overcollateralization
        Amount
        for such Distribution Date, calculated for this purpose after giving effect
        to
        the reduction on such Distribution Date of the Certificate Principal Amounts
        of
        the Pool 1 Certificates resulting from the distribution of the Principal
        Distribution Amount relating to Pool 1, but prior to allocation of any Pool
        1
        Applied Loss Amount on such Distribution Date to the Pool 1
        Certificates.

       

      Pool
        1
        Overcollateralization Floor:
        An
        amount equal to 0.35% of the Pool Balance for Pool 1 as of the Cut-off
        Date.

       

      Pool
        1
        Overcollateralization Release Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the Principal Remittance
        Amount related to the Pool 1 Mortgage Loans for such Distribution Date and
        (y)
        the amount, if any, by which (1) the Pool 1 Overcollateralization Amount
        for
        such date (calculated for this purpose on the basis of the assumption that
        100%
        of the Principal Remittance Amount for Pool 1 for such date is applied in
        reduction of the Certificate Principal Amounts of the Pool 1 Certificates)
        exceeds (2) the Pool 1 Targeted Overcollateralization Amount.

       

      Pool
        1
        Purchase Price:
        An
        amount equal to the sum of (a) 100% of the aggregate outstanding principal
        balance of the Pool 1 Mortgage Loans plus accrued interest thereon at the
        applicable Mortgage Rate from the date as to which interest was last paid
        to
        (but not including) the Due Date in the Collection Period immediately preceding
        the related Distribution Date, (b) the fair market value of all other property
        being purchased relating to the Pool 1 Mortgage Loans (reduced, in the case
        of
        REO Property relating to the Pool 1 Mortgage Loans, by (1) reasonably
        anticipated disposition costs and (2) any amount by which the fair market
        value
        as so reduced exceeds the outstanding principal balance of the related Mortgage
        Loan plus accrued interest thereon at the applicable Mortgage Rate), (c)
        any
        unreimbursed servicing advances and amounts due to the Trustee, Master Servicer,
        Servicers and Custodians related to Pool 1 for the related Distribution Date
        and
        (d) any Swap Termination Payment payable to the Swap Counterparty due to
        the
        exercise of the Master Servicer’s option to purchase the Pool 1 Mortgage
        Loans.

      


      
        
          
            
            

          

          
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      Pool
        1
        Rolling Three Month Delinquency Rate:
        For any
        Distribution Date, an amount equal to the average of the Pool 1 Delinquency
        Rates for each of the three (or one and two, in the case of the first and
        second
        Distribution Dates, respectively) immediately preceding months.

       

      Pool
        1
        Senior Certificate:
        Any of
        the Class 1-A1, Class 1-A2 or Class 1-A3 Certificates.

       

      Pool
        1
        Senior Enhancement Percentage:
        For any
        Distribution Date, the fraction, expressed as a percentage, the numerator
        of
        which is the sum of the aggregate Class Principal Amount of the Pool 1
        Subordinate Certificates and the Pool 1 Overcollateralization Amount (which,
        for
        purposes of this definition only, shall not be less than zero and assuming
        for
        purposes of this definition that the Principal Distribution Amount has been
        distributed on such Distribution Date and no Pool 1 Trigger Event has occurred)
        and the denominator of which is the Pool Balance for Pool 1 for such
        Distribution Date, in each case after giving effect to distributions on such
        Distribution Date.

       

      Pool
        1
        Senior Principal Distribution Amount:
        For any
        Distribution Date an amount equal to (a) prior to the Pool 1 Stepdown Date
        or if
        a Pool 1 Trigger Event is in effect with respect to such Distribution Date,
        100%
        of the Principal Distribution Amount for Pool 1 and (b) on or after the Pool
        1
        Stepdown Date and as long as a Pool 1 Trigger Event is not in effect with
        respect to such Distribution Date, the amount, if any, by which (x) the
        aggregate Class Principal Amount of each class of Pool 1 Senior Certificates
        immediately prior to that Distribution Date exceeds (y) the Pool 1 Senior
        Target
        Amount.

       

      Pool
        1
        Senior Priority:
        The
        priority of distributions on the Pool 1 Senior Certificates described in
        Section
        5.02(c)(i).

       

      Pool
        1
        Subordinate Certificate:
        Any of
        the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
        Class
        M-7 Certificates.

       

      Pool
        1
        Subordinate Priority:
        To the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
        M-7
        Certificates, sequentially in that order.

       

      Pool
        1
        Senior Target Amount:
        For any
        Distribution Date, an amount equal to the lesser of (a) the product of (1)
        85.10% and (2) the Pool Balance for Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period and (b) the amount, if
        any,
        by which (1) the Pool Balance for Pool 1 for such Distribution Date determined
        as of the last day of the related Collection Period exceeds (2) the Pool
        1
        Overcollateralization Floor.

       

      Pool
        1
        Stepdown Date:
        The
        earlier of (x) the first Distribution Date following the Distribution Date
        on
        which the Class Principal Amounts of the Pool 1 Senior Certificates have
        each
        been reduced to zero and (y) the later to occur of (1) the Distribution Date
        in
        March 2010 and (2) the first Distribution Date on which the Pool 1 Senior
        Enhancement Percentage (calculated for this purpose after giving effect to
        payments or other recoveries in respect of the Pool 1 Mortgage Loans during
        the
        related Collection Period, but before giving effect to distributions on any
        Pool
        1 Certificates on such Distribution Date) is greater than or equal to
        14.90%.

      


      
        
          
            
            

          

          
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      Pool
        1
        Target Amount:
        For any
        Distribution Date, an amount equal to the Pool Balance for Pool 1 as of such
        Distribution Date minus the Pool 1 Targeted Overcollateralization Amount
        for
        such Distribution Date.

       

      Pool
        1
        Targeted Overcollateralization Amount:
        For any
        Distribution Date (x) prior to the Pool 1 Stepdown Date an amount equal to
        $1,434,069 (i.e.,
        0.35%
        of
        the Pool Balance for Pool 1 as of the Cut-off Date) and (y) for any Distribution
        Date on or after the Pool 1 Stepdown Date, the greater of (1) the lesser
        of (a)
        $1,434,069 and (b) the product of 0.70% of the Pool Balance for Pool 1 as
        of the
        last day of the Collection Period and (2) the Pool 1 Overcollateralization
        Floor; provided, however, for any Distribution Date on or after the Pool
        1
        Stepdown Date and for which a Pool 1 Trigger Event is in effect, the Pool
        1
        Targeted Overcollateralization Amount will be equal to the Pool 1 Targeted
        Overcollateralization Amount in effect for the immediately preceding
        Distribution Date.

       

      Pool
        1
        Trigger Event:
        A Pool
        1 Trigger Event will have occurred if on any Distribution Date, either a
        Pool 1
        Delinquency Event or a Pool 1 Cumulative Loss Trigger Event is in effect
        for
        such Distribution Date.

       

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

       

      Pool
        2
        Certificate:
        Any of
        the Class R-II, Class 2-A1, Class 2-A2, Class 2-AX, Class B1-II, Class B2-II,
        Class B3-II, Class B4-II, Class B5-II or Class B6-II Certificates.

       

      Pool
        2
        Senior Certificate:
        Any of
        the Class 2-A1, Class 2-A2, Class 2-AX and Class R-II Certificates.


       

      Pool
        2
        Senior Principal Distribution Amount:
        For
        each Certificate Group (other than the Pool 1 Senior Certificates) and any
        Distribution Date, the sum of the following amounts:

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

      If
        on any
        Distribution Date the Class Principal Amount of each Class of Senior
        Certificates in any Certificate Group has been reduced to zero, the Pool
        2
        Senior Principal Distribution Amount for such Certificate Group for such
        date
        (following such reduction) and each subsequent Distribution Date shall be
        zero.

       

      Pool
        2
        Senior Priority:
        Not
        Applicable.

       

      Pool
        2
        Subordinate Certificate:
        Any of
        the Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II or Class
        B6-II Certificates.

       

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

       

      Pool
        Subordinate Amount:
        Not
        Applicable.

       

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

       

      Prepayment
        Interest Shortfall:
        With
        respect to any Distribution Date and (x) any Principal Prepayment in part
        and,
        with respect to those Mortgage Loans serviced by Servicers other than Aurora,
        any Principal Prepayment in full, (y) any Principal Prepayment in full with
        respect to those Mortgage Loans serviced by Aurora if received on or after
        the
        seventeenth day of the month immediately preceding the month of such
        Distribution Date but on or before the last day of the month immediately
        preceding the month of such Distribution Date and (z) any Principal Prepayment
        in full or in part with respect to those Mortgage Loans serviced by Countrywide
        Home Loans Servicing LP if received on or after the second day of the month
        immediately preceding the month of such Distribution Date but on or before
        the
        last day of the month immediately preceding the month of such Distribution
        Date,
        the difference between (i) one full month’s interest at the applicable Mortgage
        Rate (after giving effect to any applicable Relief Act Reduction), as reduced
        by
        the applicable Servicing Fee Rate and the Master Servicing Fee Rate on the
        outstanding principal balance of such Mortgage Loan immediately prior to
        such
        prepayment and (ii) the amount of interest actually received with respect
        to
        such Mortgage Loan in connection with such Principal Prepayment.

      


      
        
          
            
            

          

          
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      Prepayment
        Penalty Amounts:
        With
        respect to any Distribution Date, all premiums or charges paid by the obligors
        under the related Mortgage Notes due to Principal Prepayments collected by
        the
        applicable Servicer during the immediately preceding Prepayment Period, if
        any.

       

      Prepayment
        Period:
        For
        each Distribution Date and for any Principal Prepayment in part or in full
        (including any liquidation) (except Principal Prepayments in part or in full
        received by Countrywide Home Loans Servicing LP and Principal Prepayments
        in
        full received by Aurora), the calendar month immediately preceding the month
        in
        which such Distribution Date occurs. For each Distribution Date and a Principal
        Prepayment in full (including any liquidation) received by Aurora, the period
        from the seventeenth (or, in the case of the first Distribution Date, the
        first)
        day of the month immediately preceding the month of such Distribution Date
        through the sixteenth day of the month of such Distribution Date. For each
        Distribution Date and for a Principal Prepayment in part or in full (including
        any liquidation) received by Countrywide Servicing related to each Distribution
        Date, the 2nd
        day (or,
        in the case of the first Distribution Date, the 1st)
        of the
        calendar month immediately preceding the month in which such Distribution
        Date
        occurs through the first day of the calendar month in which such Distribution
        Date occurs.

       

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

       

      Principal
        Amount Schedules:
        Not
        applicable.

       

      Principal
        Distribution Amount:
        For any
        Distribution Date and Pool 1, an amount equal to the Principal Remittance
        Amount
        for such date for Pool 1 minus the Pool 1 Overcollateralization Release Amount,
        if any, for such Distribution Date.

       

      Principal
        Only Certificate:
        Not
        applicable.

       

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

       

      Principal
        Remittance Amount:
        For any
        Distribution Date and Pool 1, an amount equal to (a) the sum of (1) all
        principal collected (other than Payaheads) or advanced in respect of Scheduled
        Payments on the Mortgage Loans in Pool 1 during the related Collection Period
        by
        the related Servicers or the Master Servicer (less unreimbursed Advances
        due to
        the Master Servicer, any Servicer or the Trustee (solely in its capacity
        as
        successor master servicer) with respect to such Mortgage Loans, to the extent
        allocable to principal, and any unreimbursed servicing advances), (2) all
        prepayments in full or in part received on the Mortgage Loans in Pool 1 during
        the related Prepayment Period (or in the case of Mortgage Loans serviced
        by
        Aurora, the related Collection Period), (3) the outstanding principal balance
        of
        each Mortgage Loan in Pool 1 that was repurchased by the Seller or the related
        Transferor during the related Prepayment Period (or, in the case of Mortgage
        Loans serviced by Aurora, the related Collection Period) or the NIMS Insurer
        (in
        the case of certain Mortgage Loans 90 days or more delinquent), (4) the
        principal portion of any Substitution Amount paid with respect to any replaced
        Mortgage Loan in Pool 1 during the related Prepayment Period (or, in the
        case of
        Mortgage Loans serviced by Aurora, the related Collection Period) allocable
        to
        principal and (5) all Net Liquidation Proceeds, Insurance Proceeds and any
        other
        recoveries collected with respect to the Mortgage Loans in Pool 1 during
        the
        related Prepayment Period (or, in the case of Mortgage Loans serviced by
        Aurora,
        the related Collection Period), to the extent allocable to principal, minus
        (b)
        any other costs, expenses or liabilities reimbursable to the Master Servicer,
        a
        Servicer, the Custodians and the Trustee as applicable to Pool 1 from the
        Interest Remittance Amount described in clause (b) of the definition thereof
        and
        not reimbursed therefrom or otherwise.

      


      
        
          
            
            

          

          
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      Proceeding:
        Not
        applicable.

       

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

       

      Prospectus:
        The
        prospectus supplement dated February 27, 2007, together with the accompanying
        prospectus dated February 20, 2007, relating to the Senior Certificates and
        the
        Subordinate Certificates.

       

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

       

      QIB:
        As
        defined in Section 3.03(c).

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

      Qualified
        Insurer:
        Not
        applicable.

       

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

      


      
        
          
            
            

          

          
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      Rating
        Agency:
        Any of
        Fitch, Moody's or S&P.

       

      Realized
        Loss:
        (a)
        with respect to each Liquidated Mortgage Loan, an amount equal to (i) the
        unpaid
        principal balance of such Mortgage Loan as of the date of liquidation, plus
        (ii)
        interest at the applicable Net Mortgage Rate from the date as to which interest
        was last paid up to the last day of the month of such liquidation, minus
        (iii)
        Liquidation Proceeds received, net of amounts that are reimbursable to the
        Master Servicer or the applicable Servicer with respect to such Mortgage
        Loan
        (other than Advances of principal and interest) including expenses of
        liquidation or (b) with respect to each Mortgage Loan that has become the
        subject of a Deficient Valuation, the difference between the unpaid principal
        balance of such Mortgage Loan immediately prior to such Deficient Valuation
        and
        the unpaid principal balance of such Mortgage Loan as reduced by the Deficient
        Valuation. In determining whether a Realized Loss on a Liquidated Mortgage
        Loan
        is a Realized Loss of interest or principal, Liquidation Proceeds shall be
        allocated, first, to payment of expenses related to such Liquidated Mortgage
        Loan, then to accrued unpaid interest and finally to reduce the principal
        balance of the Mortgage Loan.

       

      Recognition
        Agreement:
        With
        respect to any Cooperative Loan, an agreement between the related Cooperative
        Corporation and the originator of such Mortgage Loan to establish the rights
        of
        such originator in the related Cooperative Property.

       

      Record
        Date:
        With
        respect to any Distribution Date and the Pool 1 Certificates (other than
        the
        Class 1-A2 Certificates) , the close of business on the Business Day immediately
        preceding such Distribution Date. With respect to any Distribution Date and
        the
        Pool 2 Certificates and the Class 1-A2 Certificates, the close of business
        on
        the last Business Day of the month immediately preceding the month in which
        such
        Distribution Date occurs.

      


      
        
          
            
            

          

          
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      Redemption
        Certificate:
        None.

       

      Reference
        Banks:
        Not
        applicable.

       

      Regulation
        AB:
        Subpart
        229.1100
        - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as
        such may be amended from time to time, and subject to such clarification
        and
        interpretation as have been provided by the Commission in the adopting release
        (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed Reg.
        1,506,
        1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may otherwise
        be
        provided by the Commission or its staff from time to time; and all references
        to
        any rule, item, section or subsection of, or definition or term contained
        in,
        Regulation AB mean such rule, item, section, subsection, definition or term,
        as
        the case may be, or any successor thereto, in each case as the same may be
        amended from time to time.

       

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

       

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

       

      Related
        Certificates:
        For any
        REMIC I-2 Interest, the Class of Certificates set forth on the same row in
        the
        table under “REMIC I-2” in the Preliminary Statement hereto.

       

      Related
        REMIC I-2 Interest:
        For any
        Related Certificates, the REMIC I-2 Interest set forth on the same row in
        the
        table under “REMIC I-2” in the Preliminary Statement hereto.

       

      Relevant
        Servicing Criteria:
        The
        Servicing Criteria applicable to each party, as set forth on Exhibit O attached
        hereto. Multiple parties can have responsibility for the same Relevant Servicing
        Criteria. With respect to a Servicing Function Participant engaged by the
        Master
        Servicer, the Trustee, each Custodian or each Servicer, the term “Relevant
        Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
        applicable to such parties.

       

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

       

      REMIC:
        Each of
        the SWAP REMIC, REMIC I-1, REMIC I-2 and REMIC II-1, as described in the
        Preliminary Statement hereto.

       

      REMIC
        I-1:
        REMIC
        I-1 as described in the Preliminary Statement hereto.

       

      REMIC
        I-1 Interest:
        Any one
        of the classes of REMIC I-1 Regular Interests and the Class LTI1-R Interest
        as
        described in the Preliminary Statement hereto.

      


      
        
          
            
            

          

          
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      REMIC
        I-1 Marker Classes:
        Any of
        the REMIC I-1 Regular Interests other than the Class LTI1-X Interest and
        other
        than the Class LTI1-IO Interest.

       

      REMIC
        I-1 Regular Interest:
        Each of
        the REMIC I-1 Interests other than the Class LTI1-R Interest.

       

      REMIC
        I-2:
        REMIC
        I-2 as described in the Preliminary Statement hereto.

       

      REMIC
        I-2 Interest:
        Any one
        of the classes of REMIC I-2 Interests as described in the Preliminary Statement
        hereto.

       

      REMIC
        I-2 Regular Interest:
        Any of
        the REMIC I-2 Interests other than the Residual I Interest. Alternatively,
        any
        of the REMIC regular interests represented by (i) the rights associated with
        any
        Class of Pool 1 Certificates other than the rights to payments in respect
        of
        Excess Interest (and disregarding any obligation to make payments in respect
        of
        Class I Shortfalls), (ii) the Uncertificated Class 1-X Interest and (iii)
        the
        Class LTI2-IO Interest.

       

      REMIC
        II-1:
        REMIC
        II-1 as described in the Preliminary Statement hereto.

       

      REMIC
        II-1 Interest:
        Any one
        of the classes of REMIC II-1 Interests as described in the Preliminary Statement
        hereto.

       

      REMIC
        II-1 Regular Interest:
        Each of
        the REMIC II-1 Interests other than the Class LTII1-R Interest.

       

      REMIC
        II-2:
        Not
        applicable.

       

      REMIC
        II-2 Interest:
        Not
        applicable.

       

      REMIC
        II-2 Regular Interest:
        Not
        applicable.

       

      REMIC
        Pass-Through Rate:
        For
        any
        Distribution Date, the Pool 1 Net Rate for such Distribution Date (as adjusted,
        in the case of any Class of Certificates or REMIC I-2 Interest that accrues
        interest on the basis of a 360-day year consisting of twelve 30-day months,
        to
        reflect accruals on such basis).

       

      REMIC
        Provisions:
        The
        provisions of the federal income tax law relating to real estate mortgage
        investment conduits, which appear at sections 860A through 860G of Subchapter
        M
        of Chapter 1 of the Code, and related provisions, and regulations, including
        proposed regulations and rulings, and administrative pronouncements promulgated
        thereunder, as the foregoing may be in effect from time to time.

       

      REMIC
        Swap Rate:
        For
        each Distribution Date (and the related Accrual Period), a per annum rate
        equal
        to the rate used to compute the monthly gross amount due to the Swap
        Counterparty under the Swap Agreement for such Distribution Date (such rate,
        as
        described in the Prospectus, being the Rate of Payment set forth in Annex
        C of
        the Prospectus).

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

      Repurchase
        Price:
        As
        defined in Section 7.01.

       

      Reserve
        Interest Rate:
        Not
        applicable.

       

      Reset
        Date:
        Not
        applicable.

       

      Residual
        Certificate:
        Any
        Class R Certificate.

       

      Residual
        I Interest:
        An
        interest in REMIC I-2 that is entitled to all distributions on the Class
        R-I
        Certificate other than distributions in respect of the Class SW-R Interest
        and
        Class LTI1-R Interest.

       

      Responsible
        Officer:
        When
        used with respect to the Trustee, Vice President, Assistant Vice President,
        the
        Secretary, any assistant secretary, or any officer within its corporate trust
        department and having direct responsibility for the administration of this
        Agreement and any other officer to whom a matter arising under this Agreement
        may be referred.

       

      Restricted
        Certificate:
        Any
        Class B4-II, Class B5-II, Class B6-II, Class P, Class X or Class R Certificate
        but excluding any Regulation S Global Security.

       

      Restricted
        Global Security:
        As
        defined in Section 3.01(c).

       

      Rounding
        Account:
        Not
        applicable.

       

      Rules:
        As
        defined in Section 6.20(d).

       

      S-X
        Component:
        The
        portion of the Class X Certificates representing the right to distributions
        to
        the Class X Certificates from the Swap Agreement.

       

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

       

      Sarbanes-Oxley
        Act:
        The
        Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
        promulgated thereunder (including any interpretations thereof by the
        Commission’s staff).

      


      
        
          
            
            

          

          
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      Sarbanes-Oxley
        Certification:
        A
        written certification covering the activities of all Servicing Function
        Participants and signed by an officer of the Exchange Act Signing Party that
        complies with the Sarbanes-Oxley Act, as amended from time to time.

       

      Scheduled
        Payment:
        Each
        scheduled payment of principal and interest (or of interest only, if applicable)
        to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
        otherwise specified herein) by the amount of any related Debt Service Reduction
        (excluding all amounts of principal and interest that were due on or before
        the
        Cut-off Date whenever received) and, in the case of an REO Property, an amount
        equivalent to the Scheduled Payment that would have been due on the related
        Mortgage Loan if such Mortgage Loan had remained in existence. In the case
        of
        any bi-weekly payment Mortgage Loan, all payments due on such Mortgage Loan
        during any Due Period shall be deemed collectively to constitute the Scheduled
        Payment due on such Mortgage Loan in such Due Period.

       

      Scheduled
        Principal Amount:
        Not
        applicable.

       

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

       

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

       

      Seller:
        Lehman
        Brothers Holdings or any successor in interest.

       

      Senior
        Certificate:
        Any
        Pool 1 Senior Certificate or Pool 2 Senior Certificate.

       

      Senior
        Enhancement Percentage:
        With
        respect to any Distribution Date, the fraction, expressed as a percentage,
        the
        numerator of which is the sum of the aggregate Class Principal Amount of
        the
        Pool 1 Subordinate Certificates and the Pool 1 Overcollateralization Amount
        (which amount, for purposes of this definition only, shall not be less than
        zero
        and assuming for purposes of this definition that the Principal Distribution
        Amount has been distributed on such Distribution Date and no Pool 1 Trigger
        Event has occurred) and the denominator of which is the Pool Balance for
        Pool 1
        for such Distribution Date, in each case after giving effect to distributions
        on
        such Distribution Date.

      


      
        
          
            
            

          

          
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      Senior
        Percentage:
        With
        respect to Pool 2 and any Distribution Date, the percentage equivalent of
        the
        fraction, the numerator of which is the aggregate of the Certificate Principal
        Amounts of the Pool 2 Senior Certificates and the denominator of which is
        Pool
        Balance for Pool 2 for the immediately preceding Distribution Date.


       

      Senior
        Prepayment Percentage:
        With
        respect to Pool 2 for any Distribution Date occurring during the seven years
        beginning on the first Distribution Date, 100%, except as described herein
        below. With respect to Pool 2 for any Distribution Date occurring on or after
        the seventh anniversary of the first Distribution Date, the related Senior
        Percentage plus the following percentage of the related Subordinate Percentage
        for such Distribution Date: for any Distribution Date in the first year
        thereafter, 70%; for any Distribution Date in the second year thereafter,
        60%;
        for any Distribution Date in the third year thereafter, 40%; for any
        Distribution Date in the fourth year thereafter, 20%; and for any subsequent
        Distribution Date, 0%; provided, however, (i) if on any of the foregoing
        Distribution Dates the Senior Enhancement Percentage for Pool 2 is less than
        the
        Initial Senior Enhancement Percentage, the Senior Prepayment Percentage for
        Pool
        2 on such Distribution Date shall once again equal 100%, (ii) unless the
        condition described in clause (i) has occurred, if on any Distribution Date
        before the Distribution Date in February 2010, prior to giving effect to
        any
        distributions on such Distribution Date, the Senior Enhancement Percentage
        for
        Pool 2 for such Distribution Date is greater than or equal to twice the related
        Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage
        for
        Pool 2 for such Distribution Date will equal the related Senior Percentage
        plus
        50% of the related Subordinate Percentage for such Pool 2 and (iii) unless
        the
        condition described in clause (i) has occurred, if on any Distribution Date
        on
        or after the Distribution Date in February 2010, prior to giving effect to
        any
        distributions on such Distribution Date, the Senior Enhancement Percentage
        for
        Pool 2 for such Distribution Date is greater than or equal to twice the related
        Initial Senior Enhancement Percentage, then the Senior Prepayment Percentage
        for
        Pool 2 on such Distribution Date will equal the related Senior
        Percentage.

       

      Notwithstanding
        the foregoing, no decrease in the Senior Prepayment Percentage for Pool 2
        below
        the respective levels in effect for the most recent prior period set forth
        in
        the paragraph above (calculated without regard to clause (ii) or clause (iii)
        of
        the paragraph above) shall be effective on any Distribution Date if, as of
        the
        first Distribution Date as to which any such decrease applies, (i) the average
        outstanding principal balance on such Distribution Date and for the preceding
        five Distribution Dates of all Mortgage Loans in Pool 2 that were delinquent
        60
        days or more (including for this purpose any Mortgage Loans in foreclosure
        and
        the Scheduled Payments that would have been due on Mortgage Loans with respect
        to which the related Mortgaged Property has been acquired by the Trust Fund
        if
        the related Mortgage Loan had remained in existence) is greater than or equal
        to
        50% of the applicable Group Subordinate Amount immediately prior to such
        Distribution Date or (ii) cumulative Realized Losses with respect to the
        Mortgage Loans in Pool 2 exceed (a) with respect to each Distribution Date
        prior
        to the third anniversary of the first Distribution Date, 20% of the related
        Original Group Subordinate Amount, (b) with respect to each Distribution
        Date on
        or after the third anniversary and prior to the eighth anniversary of the
        first
        Distribution Date, 30% of the related Original Group Subordinate Amount,
        (c)
        with respect to each Distribution Date on or after the eighth anniversary
        and
        prior to the ninth anniversary of the first Distribution Date, 35% of the
        related Original Group Subordinate Amount, (d) with respect to each Distribution
        Date on or after the ninth anniversary and prior to the tenth anniversary
        of the
        first Distribution Date, 40% of the related Original Group Subordinate Amount,
        (e) with respect to each Distribution Date on or after the tenth anniversary
        and
        prior to the eleventh anniversary of the first Distribution Date, 45% of
        the
        related Original Group Subordinate Amount, and (f) with respect to each
        Distribution Date on or after the eleventh anniversary of the first Distribution
        Date or thereafter, 50% of the related Original Group Subordinate Amount.
        After
        the Class Principal Amount of each Class of Senior Certificates in any
        Certificate Group has been reduced to zero, the Senior Prepayment Percentage
        for
        Pool 2 shall be 0%.

      


      
        
          
            
            

          

          
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      Senior
        Principal Distribution Amount:
        Not
        applicable.

       

      Servicer:
        Any
        Servicer that has entered into any of the Servicing Agreements attached as
        Exhibit E hereto, or any successor in interest. Initially, the Servicers
        are
        Aurora, Colonial Savings, F.A. and Countrywide Home Loans Servicing
        LP.

       

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

       

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

       

      Servicing
        Agreement:
        Each
        Servicing Agreement between a Servicer and the Seller, dated as of February
        1,
        2007, attached hereto in Exhibit E, and any other servicing agreement entered
        into between a successor servicer and the Seller or the Trustee pursuant
        to the
        terms hereof.

       

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

       

      Servicing
        Fee:
        With
        respect to each Servicer, the Servicing Fee specified in the applicable
        Servicing Agreement and set forth on the Mortgage Loan Schedule.

       

      Servicing
        Fee Rate:
        With
        respect to a Servicer, the Servicing Fee specified in the applicable Servicing
        Agreement.

       

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

       

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

      


      
        
          
            
            

          

          
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      Similar
        Law:
        As
        defined in Section 3.03(d).

       

      Special
        Hazard Loss:
        With
        respect to the Mortgage Loans, (x) any Realized Loss arising out of any direct
        physical loss or damage to a Mortgaged Property which is caused by or results
        from any cause, exclusive of any loss covered by a hazard policy or a flood
        insurance policy required to be maintained in respect of such Mortgaged Property
        and any loss caused by or resulting from (i) normal wear and tear, (ii)
        conversion or other dishonest act on the part of the Trustee, the Master
        Servicer, any Servicer or any of their agents or employees, or (iii) errors
        in
        design, faulty workmanship or faulty materials, unless the collapse of the
        property or a part thereof ensues, or (y) any Realized Loss arising from
        or
        related to the presence or suspected presence of hazardous wastes, or hazardous
        substances on a Mortgaged Property unless such loss is covered by a hazard
        policy or flood insurance policy required to be maintained in respect of
        such
        Mortgaged Property, in any case, as reported by any Servicer to the Master
        Servicer.

       

      Special
        Hazard Loss Limit:
        As of
        the Cut-off Date, $4,940,000 for Pool 2, which amount shall each be reduced
        from
        time to time to an amount equal on any Distribution Date to the lesser of
        (a)
        the greatest of (i) 1% of the aggregate of the Scheduled Principal Balances
        of
        the related Mortgage Loans; (ii) twice the Scheduled Principal Balance of
        the
        related Mortgage Loan having the highest Scheduled Principal Balance, and
        (iii)
        the aggregate Scheduled Principal Balances of the related Mortgage Loans
        secured
        by Mortgaged Properties located in the single California postal zip code
        area
        having the highest aggregate Scheduled Principal Balance of Mortgage Loans
        of
        any such postal zip code area and (b) such Special Hazard Loss Limit as of
        the
        Closing Date less the amount, if any, of Special Hazard Losses incurred with
        respect to the related Mortgage Loans since the Closing Date.

       

      Specified
        Rating:
        Not
        applicable.

       

      Sponsor:
        Lehman
        Brothers Holdings Inc. and any successor in interest thereto.

       

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

       

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

       

      Subordinate
        Certificate:
        Any
        Class B Certificate.

       

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

      


      
        
          
            
            

          

          
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      Subordinate
        Class Percentage:
        With
        respect to any Distribution Date and any Class of Subordinate Certificates,
        the
        percentage obtained by dividing the Class Principal Amount of such Class
        immediately prior to such Distribution Date by the aggregate Certificate
        Principal Amount of all Subordinate Certificates related to the same Mortgage
        Pool immediately prior to such Distribution Date.

       

      Subordinate
        Component Percentage:
        Not
        applicable.

       

      Subordinate
        Floating Rate Certificate Shortfall:
        Not
        applicable.

       

      Subordinate
        LIBOR Certificate:
        Not
        applicable.

       

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

       

      Subordinate
        Prepayment Percentage:
        With
        respect to Pool 2 and any Distribution Date, the difference between 100%
        and the
        related Senior Prepayment Percentage for such Distribution Date.

       

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

       

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

       

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

       

      (iii) with
        respect to unscheduled recoveries allocable to principal of any Mortgage
        Loan in
        the related Mortgage Pool that was finally liquidated during the related
        Prepayment Period, the related Net Liquidation Proceeds allocable to principal
        less any related amount paid pursuant to subsection (iii) of the definition
        of
        Pool 2 Senior Principal Distribution Amount for the related Certificate Group;
        and

      


      
        
          
            
            

          

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

       

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

       

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

       

      Substitution
        Amount:
        The
        amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
        Loan exceeds the Scheduled Principal Balance of the related Qualifying
        Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
        applicable, plus unpaid interest thereon, any related unpaid Advances or
        Servicing Advances or unpaid Servicing Fees and the amount of any costs and
        damages incurred by the Trust Fund associated with a violation of any applicable
        federal, state or local predatory or abusive lending law in connection with
        the
        origination of such Deleted Mortgage Loan.

       

      Supplemental
        Interest Trust:
        The
        corpus of a trust created pursuant to Section 5.08 of this Agreement and
        designated as the “Supplemental Interest Trust,” consisting of the Swap
        Agreement and the Supplemental Interest Trust Account.

       

      Supplemental
        Interest Trust Account:
        The
        account created pursuant to Section 5.08 of this Agreement.

       

      Supplemental
        Interest Trust Amount:
        With
        respect to any Swap Payment Date, the sum of any Net Swap Payment and any
        Swap
        Termination Payment deposited into the Supplemental Interest Trust
        Account.

       

      Surety:
        Not
        applicable.

       

      Surety
        Bond:
        Not
        applicable.

       

      Swap
        Agreement:
        The
        interest rate swap agreement documented pursuant to the ISDA Master Agreement,
        together with a schedule, confirmation and credit support annex, between
        the
        Trustee, on behalf of the Supplemental Interest Trust, and the Swap
        Counterparty.

       

      Swap
        Counterparty:
        The
        counterparty to the Supplemental Interest Trust under the Swap Agreement,
        and
        any successor in interest or assigns. Initially, the Swap Counterparty shall
        be
        ABN AMRO Bank N.V.

      


      
        
          
            
            

          

          
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      Swap
        Counterparty Trigger Event:
        A Swap
        Counterparty Trigger Event shall have occurred if any of (i) a Swap Default
        with
        respect to which the Swap Counterparty is a Defaulting Party, (ii) a Termination
        Event with respect to which the Swap Counterparty is the sole Affected Party
        or
        (iii) an Additional Termination Event with respect to which the Swap
        Counterparty is the sole Affected Party has occurred.

       

      Swap
        Default:
        Any of
        the circumstances constituting an “Event of Default” under the Swap
        Agreement.

       

      Swap
        Early Termination:
        The
        occurrence of an early termination date under the Swap Agreement. 

       

      Swap
        LIBOR:
        With
        respect to any Distribution Date (and the related Accrual Period), the product
        of (i) the Floating Rate Option (as defined under “Floating Amounts” in the Swap
        Agreement) for the related Swap Payment Date and (ii) two, as calculated
        by the
        Swap Counterparty and furnished to the Trustee.

       

      Swap
        Payment Date:
        For so
        long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
        the Business Day immediately preceding each Distribution Date.

       

      SWAP
        REMIC:
        As
        described in the Preliminary Statement hereto.

       

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

       

      SWAP
        REMIC Regular Interests:
        Any of
        the SWAP REMIC Interests other than the Class SW-R Interest.

       

      Swap
        Termination Payment:
        Upon
        the designation of an “Early Termination Date” as defined in the Swap Agreement,
        the payment required to be made by the Supplemental Interest Trust to the
        Swap
        Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
        as
        applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
        due on previous Swap Payment Dates and accrued interest thereon as provided
        in
        the Swap Agreement, as calculated by the Swap Counterparty and furnished
        to the
        Trustee.

       

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

       

      Telerate
        Page 3750:
        The
        display currently so designated as “Page 3750” on the Moneyline Telerate Service
        (or such other page selected by the Trustee as may replace Page 3750 on that
        service for the purpose of displaying daily comparable rates on
        prices).

       

      Termination
        Event:
        As
        defined in the Swap Agreement.

       

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

      


      
        
          
            
            

          

          
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      Total
        Distribution Amount:
        With
        respect to any Distribution Date, the sum of (i) the Interest Remittance
        Amount
        for both Mortgage Pools for such date; (ii) the Principal Remittance Amount
        for
        both Mortgage Pools for such date; and (iii) the Prepayment Penalty
        Amounts.

       

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

       

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

       

      Trust
        Fund:
        The
        corpus of the trust created pursuant to this Agreement, consisting of the
        Mortgage Loans, the assignment of the Depositor’s rights under the Mortgage Loan
        Sale Agreement and the Participation Agreement, the Participations, the
        Additional Collateral, such amounts as shall from time to time be held in
        the
        Pool 1 Basis Risk Reserve Fund, the Collection Account, the Certificate Account,
        any Escrow Account, the Insurance Policies, any REO Property and the other
        items
        referred to in, and conveyed to the Trustee under, Section 2.01(a). The legal
        entity name of the Trust Fund shall be Structured Adjustable Rate Mortgage
        Loan
        Trust Mortgage Pass-Through Certificates, Series 2007-2.

       

      Trust
        Rate:
        Not
        applicable.

       

      Trust
        REMIC:
        Any
        REMIC created hereunder.

       

      Trustee:
        Wells
        Fargo Bank, N.A., a national banking association, not in its individual
        capacity, but solely in its capacity as trustee for the benefit of the
        Certificateholders under this Agreement, and any successor thereto, and any
        corporation or national banking association resulting from or surviving any
        consolidation or merger to which it or its successors may be a party and
        any
        successor trustee as may from time to time be serving as successor trustee
        hereunder.

       

      Trustee
        Fee:
        As to
        any Distribution Date and each Mortgage Loan, an amount equal to the product
        of
        the Trustee Fee Rate and the Scheduled Principal Balance of such Mortgage
        Loan
        as of the first day of the related Due Period.

       

      Trustee
        Fee Rate:
        0.0090%
        per annum.

       

      Uncertificated
        Class 1-X Interest:
        An
        uncertificated regular interest in
        REMIC
        I-2 with an initial principal balance equal to the
        excess of (i) the aggregate Scheduled Principal Balance of Pool 1 as of the
        Cut-off Date over (ii) the aggregate initial principal amounts of the Pool
        1
        Certificates
        and
        bearing interest on a each Distribution Date in an amount equal to the
        1-X
        Component Current Interest for such Distribution Date;
        provided,
        however, that such interest shall have no obligation or right to make or
        receive
        any payments treated as paid or received by the Class X Certificates pursuant
        to
        interest rate cap agreements or notional principal contracts under Section
        10.01.

       

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

       

      Undercollateralized
        Group:
        With
        respect to any Distribution Date, the Senior Certificates of any Certificate
        Group as to which the aggregate Certificate Principal Amount thereof, after
        giving effect to distributions pursuant to Section 5.02(d) on such date,
        is
        greater than the Pool Balance of the related Mortgage Pool for such Distribution
        Date.

      


      
        
          
            
            

          

          
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      Underlying
        Subordinate Rate:
        Not
        applicable.

       

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

       

      Unpaid
        Basis Risk Shortfall:
        With
        respect to any Distribution Date and any Class of Pool 1 Certificates, the
        aggregate of all Basis Risk Shortfalls with respect to such Class remaining
        unpaid from previous Distribution Dates, plus interest accrued thereon at
        the
        applicable Certificate Interest Rate computed without regard to the Pool
        1 Net
        Funds Cap.

       

      Unpaid
        Subordinate Floating Rate Certificate Shortfall:
        Not
        applicable.

       

      Voting
        Interests:
        The
        portion of the voting rights of all the Certificates that is allocated to
        any
        Certificate for purposes of the voting provisions of this Agreement. At all
        times during the term of this Agreement until the Class Notional Amount of
        each
        Class of Notional Certificates has been reduced to zero, 5% of all Voting
        Interests shall be allocated to the Notional Certificates, 91% of all Voting
        Interests shall be allocated to the Pool 1 and Pool 2 Certificates, 1% shall
        be
        allocated to each of the Class P-I, Class P-II, Class R-I Certificates, and
        1%
        of all Voting Interests shall be allocated to the Class X Certificates, while
        they remain outstanding. Voting Interests allocated to the Notional Certificates
        shall be allocated among the Classes of such Certificates (and among the
        Certificates of each such Class) in proportion to their Class Notional Amounts
        (or Notional Amounts). Voting Interests shall be allocated among the Class
        P-I
        and Class P-II Certificates in proportion to their Percentage Interest. Voting
        Interests shall be allocated among the other Classes of Certificates (and
        among
        the Certificates of each such Class) in proportion to their Class Principal
        Amounts (or Certificate Principal Amounts).

       

      Section
        1.02. Calculations
        Respecting Mortgage Loans.

       

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

       

      Section
        1.03. Rights
        of the NIMS Insurer

       

      Each
        of
        the rights of any NIMS Insurer set forth in this Agreement shall exist so
        long
        as (i) the NIMS Insurer has undertaken to guarantee certain payments of NIM
        Securities issued pursuant to the Indenture and (ii) the NIM Securities issued
        pursuant to the Indenture remain outstanding or the NIMS Insurer is owed
        amounts
        in respect of its guarantee of payment on such notes; provided, however,
        the
        NIMS Insurer shall not have any rights hereunder (except pursuant to Section
        11.03 and any rights to indemnification hereunder in the case of clause (ii)
        below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain
        payments of notes issued pursuant to the Indenture or (ii) any default has
        occurred and is continuing under the insurance policy issued by the NIMS
        Insurer
        with respect to such notes.

      


      
        
          
            
            

          

          
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      ARTICLE
        II

       

      DECLARATION
        OF TRUST;

      ISSUANCE
        OF CERTIFICATES

       

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

       

      (a) Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        transfer, assign, set over, deposit with and otherwise convey to the Trustee,
        without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
        all
        the right, title and interest of the Depositor in and to the Mortgage Loans
        (including the Participations). Such conveyance includes, without limitation,
        the right to all distributions of principal and interest received on or with
        respect to the Mortgage Loans on and after the Cut-off Date (other than payments
        of principal and interest due on or before such date), and all such payments
        due
        after such date but received prior to such date and intended by the related
        Mortgagors to be applied after such date, together with all of the Depositor’s
        right, title and interest in and to the Collection Account and all amounts
        from
        time to time credited to and the proceeds of the Collection Account, the
        Certificate Account and all amounts from time to time credited to and the
        proceeds of the Certificate Account, any Escrow Account established pursuant
        to
        Section 9.06 hereof and the Pool 1 Basis Risk Reserve Fund and all amounts
        from
        time to time credited to and the proceeds of any such Escrow Account, any
        REO
        Property and the proceeds thereof, the Depositor’s rights under any Insurance
        Policies related to the Mortgage Loans, and the Depositor’s security interest in
        any collateral pledged to secure the Mortgage Loans, including the Mortgaged
        Properties and any Additional Collateral, and any proceeds of the foregoing,
        to
        have and to hold, in trust; and the Trustee declares that, subject to the
        review
        provided for in Section 2.02, it (or a Custodian on its behalf) has received
        and
        shall hold the Trust Fund, as trustee, in trust, for the benefit and use
        of the
        Holders of the Certificates and for the purposes and subject to the terms
        and
        conditions set forth in this Agreement, and, concurrently with such receipt,
        the
        Certificates have been executed, authenticated and delivered to or upon the
        order of the Depositor, in exchange for the Trust Fund, in the authorized
        denominations evidencing the entire ownership of the Trust Fund.

       

      Concurrently
        with the execution of this Agreement, the Swap Agreement and the Pool 1 Interest
        Rate Cap Agreement shall be delivered to the Trustee. In connection therewith,
        the Depositor hereby directs the Trustee (solely in its capacity as such)
        and
        the Trustee is hereby authorized to enter into, execute and deliver the Pool
        1
        Interest Rate Cap Agreement and the Swap Agreement (on behalf of the
        Supplemental Interest Trust) for the benefit of, the Holders of the Class
        1-A1
        and Class 1-A3 Certificates and the Pool 1 Subordinate Certificates. The
        Seller,
        the Master Servicer, the Depositor, the Servicers and the Certificateholders
        (by
        their acceptance of such Class 1-A1 and Class 1-A3 Certificates and the Pool
        1
        Subordinate Certificates) acknowledge and agree that the Trustee is executing
        and delivering the Pool 1 Interest Rate Cap Agreement and the Swap Agreement
        solely in its capacity as Trustee of the Supplemental Interest Trust and
        the
        Trust Fund and not in its individual capacity. The Trustee shall have no
        duty or
        responsibility to enter into any other interest rate swap agreement upon
        the
        expiration or termination of the Pool 1 Interest Rate Cap Agreement and the Swap
        Agreement.

      


      
        
          
            
            

          

          
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      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Sale Agreement; including all rights of the Seller under the applicable
        Servicing Agreement and any related Transfer Agreement (including the right
        to
        enforce the related Early Payment Default Mortgage Loans) to the extent assigned
        under the Mortgage Loan Sale Agreement. The Trustee hereby accepts such
        assignment, and shall be entitled to exercise all rights of the Depositor
        under
        the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor.
        The Trustee is hereby directed to execute and deliver the Servicing Agreement
        (to the extent it is a party thereto) and perform in accordance therewith.
        

       

      It
        is
        agreed and understood by the Depositor and the Trustee (and the Seller has
        so
        represented and recognized in the Mortgage Loan Sale Agreement) that it is
        not
        intended that any Mortgage Loan to be included in the Trust Fund that is
        a
“High-Cost Mortgage Loan” as defined under any applicable federal law or state
        or local regulation, ordinance or law.

       

      The
        foregoing sale, transfer, assignment, set-over, deposit and conveyance and
        the
        assignment and transfer with respect to Additional Collateral does not and
        is
        not intended to result in creation or assumption by the Trustee of any
        obligation of the Depositor, the Seller, or any other Person in connection
        with
        the Mortgage Loans, the Servicing Agreements or any other agreement or
        instrument relating thereto except as specifically set forth
        herein.

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

      (v) with
        respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, the
        original Assignment of Mortgage, in form and substance acceptable for recording.
        The Mortgage shall be assigned either (A) in blank, without recourse or (B)
        to
“Wells Fargo Bank, N.A., as Trustee of the Structured Adjustable Rate Mortgage
        Loan Trust Mortgage Pass Through Certificates, Series 2007-2,” without recourse
        for each Mortgage Loan;

       

      (vi) if
        applicable, such original intervening assignments of the Mortgage, notice
        of
        transfer or equivalent instrument (each, an “Intervening Assignment”), as may be
        necessary to show a complete chain of assignment from the originator, or,
        in the
        case of an Intervening Assignment that has been lost, a written Opinion of
        Counsel acceptable to the Trustee that such original Intervening Assignment
        is
        not required to enforce the Trustee’s interest in the Mortgage
        Loans;

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

          
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      (i) With
        respect to each MERS Mortgage Loan, the Master Servicer (or its applicable
        Custodian), at the expense of the Depositor and with the cooperation of the
        applicable Servicer, shall cause to be taken such actions by such Servicer
        as
        are necessary to cause the Trustee to be clearly identified as the owner
        of each
        such Mortgage Loan on the records of MERS for purposes of the system of
        recording transfers of beneficial ownership of mortgages maintained by
        MERS.

       

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

       

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

       

      (f) Upon
        execution of this Agreement, the Depositor hereby delivers to the Trustee
        and
        the Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement and
        the
        Servicing Agreement.

       

      (g) The
        issuing entity is hereby named Structured Adjustable Rate Mortgage Loan Trust,
        Series 2007-2.

       

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

       

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

       

      (b) Within
        45
        days after the Closing Date, the Trustee, or the applicable Custodian, on
        behalf
        of the Trustee, will, for the benefit of Holders of the Certificates and
        any
        NIMS Insurer, review each Mortgage File to ascertain that all required documents
        set forth in Section 2.01 have been received and appear on their face to
        contain
        the requisite signatures by or on behalf of the respective parties thereto,
        and
        shall deliver to the Trustee, the Depositor, the Master Servicer and any
        NIMS
        Insurer an Interim Certification in the form annexed hereto as Exhibit B-2
        (or
        in the form annexed to the applicable Custodial Agreement as Exhibit B-2,
        as
        applicable) to the effect that, as to each Mortgage Loan listed in the Mortgage
        Loan Schedule (other than any Mortgage Loan prepaid in full or any Mortgage
        Loan
        specifically identified in such certification as not covered by such
        certification), (i) all of the applicable documents specified in Section
        2.01(b)
        are in its possession and (ii) such documents have been reviewed by it and
        appear to relate to such Mortgage Loan. The Trustee, or the applicable Custodian
        on behalf of the Trustee, shall make sure that the documents are executed
        and
        endorsed, but shall be under no duty or obligation to inspect, review or
        examine
        any such documents, instruments, certificates or other papers to determine
        that
        the same are valid, binding, legally effective, properly endorsed, genuine,
        enforceable or appropriate for the represented purpose or that they have
        actually been recorded or are in recordable form or that they are other than
        what they purport to be on their face. Neither the Trustee nor any Custodian
        shall have any responsibility for verifying the genuineness or the legal
        effectiveness of or authority for any signatures of or on behalf of any party
        or
        endorser.

      


      
        
          
            
            

          

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

       

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

      


      
        
          
            
            

          

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

       

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

       

      Section
        2.03. Representations
        and Warranties of the Depositor.

       

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

       

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

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

          
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      (vi) immediately
        prior to the transfer and assignment of the Mortgage Loans to the Trustee,
        the
        Depositor was the sole owner of record and holder of each Mortgage Loan,
        and the
        Depositor had good and marketable title thereto, and had full right to transfer
        and sell each Mortgage Loan to the Trustee free and clear, subject only to
        (1)
        liens of current real property taxes and assessments not yet due and payable
        and, if the related Mortgaged Property is a condominium unit, any lien for
        common charges permitted by statute, (2) covenants, conditions and restrictions,
        rights of way, easements and other matters of public record as of the date
        of
        recording of such Mortgage acceptable to mortgage lending institutions in
        the
        area in which the related Mortgaged Property is located and specifically
        referred to in the lender’s Title Insurance Policy or attorney’s opinion of
        title and abstract of title delivered to the originator of such Mortgage
        Loan,
        and (3) such other matters to which like properties are commonly subject
        which
        do not, individually or in the aggregate, materially interfere with the benefits
        of the security intended to be provided by the Mortgage, of any encumbrance,
        equity, participation interest, lien, pledge, charge, claim or security
        interest, and had full right and authority, subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        each
        Mortgage Loan pursuant to this Agreement.

       

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

       

      Section
        2.04. Discovery
        of Breach.

      


      
        
          
            
            

          

          
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      It
        is
        understood and agreed that the representations and warranties (i) set forth
        in
        Section 2.03, (ii) of Lehman Brothers Holdings set forth in the Mortgage
        Loan
        Sale Agreement and assigned to the Trustee by the Depositor hereunder and
        (iii)
        of each Transferor, assigned by Lehman Brothers Holdings to the Depositor
        pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee
        by the
        Depositor hereunder shall each survive delivery of the Mortgage Files and
        the
        Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
        throughout the term of this Agreement. Upon discovery by any of the Depositor,
        any NIMS Insurer, the Master Servicer or the Trustee of a breach of any of
        such
        representations and warranties that adversely and materially affects the
        value
        of the related Mortgage Loan, the party discovering such breach shall give
        prompt written notice to the other parties; provided, to the extent that
        knowledge of such breach with respect to any Mortgage Loan is known by any
        officer, director, employee or agent of Aurora acting in any capacity other
        than
        as Master Servicer hereunder, the Master Servicer shall not be deemed to
        have
        knowledge of any such breach until an officer of the Master Servicer has
        actual
        knowledge thereof. Within 90 days of the discovery of a breach of any
        representation or warranty given or assigned to the Trustee by the Depositor,
        any Transferor, or Lehman Brothers Holdings, the Depositor, such Transferor,
        or
        Lehman Brothers Holdings, as applicable, shall either (a) cure such breach
        in
        all material respects, (b) repurchase such Mortgage Loan or any property
        acquired in respect thereof from the Trustee at the Purchase Price (or in
        the
        case of a Early Payment Default Mortgage Loan, the FPD Purchase Price (excluding
        the FPD Premium)) or (c) within the two year period following the Closing
        Date,
        substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
        Loan.
        In the event of discovery of a breach of any representation and warranty
        of any
        Transferor assigned to the Trustee, the Trustee shall enforce its rights
        under
        the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for
        the
        benefit of Certificateholders. As provided in the Mortgage Loan Sale Agreement,
        if any Transferor substitutes a mortgage loan for a Mortgage Loan for which
        there is a breach of any representations and warranties in the related Transfer
        Agreement which adversely and materially affects the value of such Mortgage
        Loan
        and such substitute mortgage loan is not a Qualifying Substitute Mortgage
        Loan,
        under the terms of the Mortgage Loan Sale Agreement, Lehman Brothers Holdings
        will, in exchange for such substitute Mortgage Loan, (i) provide the applicable
        Purchase Price for the affected Mortgage Loan or (ii) within two years of
        the
        Closing Date, substitute such affected Mortgage Loan with a Qualifying
        Substitute Mortgage Loan.

       

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

       

      (a) With
        respect to any Mortgage Loan repurchased by the Depositor pursuant to this
        Agreement, by Lehman Brothers Holdings pursuant to the Mortgage Loan Sale
        Agreement or by any Transferor pursuant to the applicable Transfer Agreement,
        the principal portion of the funds (Including the FPD Purchase Price but
        excluding the FPD Premium) in the case of a Early Payment Default Mortgage
        Loan)
        received by the Master Servicer in respect of such repurchase of a Mortgage
        Loan
        will be considered a Principal Prepayment, and the Purchase Price and FPD
        Purchase Price shall be deposited in the Collection Account pursuant to Section
        4.01. The Trustee, upon receipt of the full amount of the Purchase Price
        for a
        Deleted Mortgage Loan, or certification from the Master Servicer that it
        is in
        receipt of such amount, or upon receipt of notification from the related
        Custodian that it received the Mortgage File for a Qualifying Substitute
        Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable
        Substitution Amount), shall release or cause to be released to the Depositor,
        Lehman Brothers Holdings or the applicable Transferor, as applicable, the
        related Mortgage File for the Deleted Mortgage Loan and shall execute and
        deliver such instruments of transfer or assignment, in each case without
        recourse, representation or warranty, as shall be necessary to vest in such
        party or its designee or assignee title to any Deleted Mortgage Loan released
        pursuant hereto, free and clear of all security interests, liens and other
        encumbrances created by this Agreement, which instruments shall be prepared
        by
        the Trustee (or a Custodian), and the Trustee shall have no further
        responsibility with respect to the Mortgage File relating to such Deleted
        Mortgage Loan. The Seller indemnifies and holds the Trust Fund, the Master
        Servicer, the Trustee, the Depositor and each Certificateholder harmless
        against
        any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable
        legal fees and related costs, judgments, and any other costs, fees and expenses
        that the Trust Fund, the Trustee, the Master Servicer, the Depositor and
        any
        Certificateholder may sustain in connection with any actions of the Seller
        relating to a repurchase of a Mortgage Loan other than in compliance with
        the
        terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the extent
        that any such action causes an Adverse REMIC Event.

      


      
        
          
            
            

          

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

       

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

       

      Section
        2.06. Grant
        Clause.

      


      
        
          
            
            

          

          
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      It
        is
        intended that the conveyance of the Depositor’s right, title and interest in and
        to property constituting the Trust Fund pursuant to this Agreement shall
        constitute, and shall be construed as, a sale of such property and not a
        grant
        of a security interest to secure a loan. However, if such conveyance is deemed
        to be in respect of a loan, it is intended that: (i) the rights and obligations
        of the parties shall be established pursuant to the terms of this Agreement;
        (ii) the Depositor hereby grants to the Trustee for the benefit of the Holders
        of the Certificates a first priority security interest to secure repayment
        of an
        obligation in an amount equal to the aggregate Class Principal Amount of
        the
        Certificates in all of the Depositor’s right, title and interest in, to and
        under, whether now owned or hereafter acquired, the Trust Fund and the
        Supplemental Interest Trust and all proceeds of any and all property
        constituting the Trust Fund and the Supplemental Interest Trust to secure
        payment of the Certificates (such security interest being, to the extent
        of the
        assets that constitute the Supplemental Interest Trust, pari passu with the
        security interest as provided in clause (iv) below; (iii) this Agreement
        shall
        constitute a security agreement under applicable law; and (iv) the Swap
        Counterparty shall be deemed, during the term of such agreement and while
        such
        agreement is the property of the Trustee, to have a security interest in
        all of
        the assets that constitute the Supplemental Interest Trust, but only to the
        extent of such Swap Counterparty’s right to payment under the Swap Agreement
        (such security interest being pari passu with the security interest as provided
        in clause (ii) above). If such conveyance is deemed to be in respect of a
        loan
        and the trust created by this Agreement terminates prior to the satisfaction
        of
        the claims of any Person holding any Certificate, the security interest created
        hereby shall continue in full force and effect and the Trustee shall be deemed
        to be the collateral agent for the benefit of such Person, and all proceeds
        shall be distributed as herein provided.

       

      ARTICLE
        III

       

      THE
        CERTIFICATES

       

      Section
        3.01. The
        Certificates.

       

      (a) The
        Certificates shall be issuable in registered form only and shall be securities
        governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
        Certificates will be evidenced by one or more certificates, beneficial ownership
        of which will be held in the dollar denominations in Certificate Principal
        Amount or Notional Principal Amount or in the Percentage Interests, specified
        herein. Each Class of Book-Entry Certificates shall be issued in the minimum
        denominations in Certificate Principal Amount (or Notional Amount) or Percentage
        Interest specified in the Preliminary Statement hereto and in integral multiples
        of $1 or 5% (in the case of Certificates issued in Percentage Interests)
        in
        excess thereof. Each Class of Non-Book Entry Certificates other than the
        Residual Certificate shall be issued in definitive, fully registered form
        in the
        minimum denominations in Certificate Principal Amount (or Notional Amount)
        specified in the Preliminary Statement hereto and in integral multiples of
        $1 in
        excess thereof. The Class R-II Certificate shall be issued as a single
        Certificate and maintained in definitive, fully registered form in a minimum
        denomination equal to $100. Each of the Class P and Class X Certificates
        shall
        be maintained in definitive, fully registered form in a minimum denomination
        equal to 25% of the Percentage Interest of such Class of Certificates. The
        Certificates may be issued in the form of typewritten certificates. One
        Certificate of each Class of Certificates other than any Class of Residual
        Certificates may be issued in any denomination in excess of the minimum
        denomination.

      


      
        
          
            
            

          

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

       

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

       

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

       

      (d) The
        Class
        B4-II, Class B5-II or Class B6-II Certificates sold to an “accredited investor”
complying with the transfer provision set forth in Section 3.03 under Rule
        501(a)(1), (2), (3) or (7) under the Act shall be issued initially in the
        form
        of one or more Definitive Certificates.

       

      Section
        3.02. Registration.

      


      
        
          
            
            

          

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

       

      Section
        3.03. Transfer
        and Exchange of Certificates.

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

      (d) 
        No
        transfer of an ERISA-Restricted Swap Certificate shall be registered unless
        the
        Trustee and the Certificate Registrar shall have received a representation
        substantially in the form of Exhibit H hereto that either (i) the transferee
        is
        not, and is not acting for, on behalf of or with any assets of, an employee
        benefit plan or other arrangement subject to Title I of ERISA or plan subject
        to
        Section 4975 of the Code, or (ii) until the termination of the Swap Agreement,
        the acquisition and holding of such Certificate will
        not
        constitute or result in a nonexempt prohibited transaction under Title I
        of
        ERISA or Section 4975 of the Code.

       

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

      


      
        
          
            
            

          

          
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      Except
        in
        the case of a Definitive Certificate, the representations set forth in the
        preceding two paragraphs, other than clause (B)(II) in the immediately preceding
        paragraph, shall be deemed to have been made to the Trustee, the Certificate
        Registrar and the Depositor by the transferee’s acceptance of an
        ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
        Certificate (or the acceptance by a Certificate Owner of the beneficial interest
        in any Class of ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate
        or Residual Certificate). The Trustee, the Certificate Registrar and the
        Depositor shall not have any obligation to monitor transfers of Book-Entry
        Certificates or Restricted Global Securities that are ERISA-Restricted Swap
        Certificate, ERISA-Restricted Certificates or Residual Certificates or any
        liability for transfers of such Certificates in violation of the transfer
        restrictions.

       

      Notwithstanding
        any other provision herein to the contrary, any purported transfer of an
        ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
        Certificate to or on behalf of a Plan without the delivery to the Trustee,
        the
        Certificate Registrar and the Depositor of a representation or an Opinion
        of
        Counsel satisfactory to the Trustee, the Certificate Registrar and the Depositor
        as described above shall be void and of no effect and the next preceding
        permitted beneficial owner will be treated as the beneficial owner of that
        Certificate, retroactive to the date of transfer to the purported beneficial
        owner. The Trustee, the Certificate Registrar and the Depositor shall not
        have
        any liability to any Person for any registration or transfer of any
        ERISA-Restricted Swap Certificate, ERISA-Restricted Certificate or Residual
        Certificate that is in fact not permitted by this Section 3.03(d) and the
        Trustee, the Certificate Registrar and the Depositor shall not have any
        liability for making any payments due on such Certificate to the Holder thereof
        or taking any other action with respect to such Holder under the provisions
        of
        this Agreement so long as the transfer was registered by the Certificate
        Registrar in accordance with the foregoing requirements. The Trustee, the
        Certificate Registrar and the Depositor shall be entitled, but not obligated,
        to
        recover from any Holder of any ERISA-Restricted Swap Certificate,
        ERISA-Restricted Certificate or Residual Certificate that was in fact a Plan
        and
        that held such Certificate in violation of this Section 3.03(d) all payments
        made on such ERISA-Restricted Certificate at and after the time it commenced
        such holding. Any such payments so recovered shall be paid and delivered
        to the
        last preceding Holder of such Certificate that is not a Plan.

      


      
        
          
            
            

          

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

       

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

       

      Prior
        to
        and as a condition of the registration of any transfer, sale or other
        disposition of a Residual Certificate, the proposed transferee shall deliver
        to
        the Trustee an affidavit in substantially the form attached hereto as Exhibit
        D-1 representing and warranting, among other things, that such transferee
        is
        neither a Disqualified Organization, an agent or nominee acting on behalf
        of a
        Disqualified Organization, nor a Non-permitted Foreign Holder (any such
        transferee, a “Permitted Transferee”), and the proposed transferor shall deliver
        to the Trustee an affidavit in substantially the form attached hereto as
        Exhibit
        D-2. In addition, the Trustee may (but shall have no obligation to) require,
        prior to and as a condition of any such transfer, the delivery by the proposed
        transferee of an Opinion of Counsel, addressed to the Depositor, the Master
        Servicer, any NIMS Insurer and the Trustee satisfactory in form and substance
        to
        the Depositor, that such proposed transferee or, if the proposed transferee
        is
        an agent or nominee, the proposed beneficial owner, is not a Disqualified
        Organization, agent or nominee thereof, or Non-permitted Foreign Holder.
        Notwithstanding the registration in the Certificate Register of any transfer,
        sale, or other disposition of a Residual Certificate to a Disqualified
        Organization, an agent or nominee thereof, or Non-permitted Foreign Holder,
        such
        registration shall be deemed to be of no legal force or effect whatsoever
        and
        such Disqualified Organization, agent or nominee thereof, or Non-permitted
        Foreign Holder shall not be deemed to be a Certificateholder for any purpose
        hereunder, including, but not limited to, the receipt of distributions on
        such
        Residual Certificate. Neither the Trustee nor the Certificate Registrar shall
        be
        under any liability to any person for any registration or transfer of a Residual
        Certificate to a Disqualified Organization, agent or nominee thereof, or
        Non-permitted Foreign Holder or for the maturity of any payments due on such
        Residual Certificate to the Holder thereof or for taking any other action
        with
        respect to such Holder under the provisions of the Agreement, so long as
        the
        transfer was effected in accordance with this Section 3.03(f), unless a
        Responsible Officer of the Trustee or the Certificate Registrar shall have
        actual knowledge at the time of such transfer or the time of such payment
        or
        other action that the transferee is a Disqualified Organization, agent or
        nominee thereof, or Non-permitted Foreign Holder. The Trustee or the Certificate
        Registrar shall be entitled to recover from any Holder of a Residual Certificate
        that was a Disqualified Organization, agent or nominee thereof, or Non-permitted
        Foreign Holder at the time it became a Holder or any subsequent time it became
        a
        Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
        Holder, all payments made on such Residual Certificate at and after either
        such
        times (and all costs and expenses, including but not limited to attorneys’ fees,
        incurred in connection therewith). Any payment (not including any such costs
        and
        expenses) so recovered by the Trustee or the Certificate Registrar shall
        be paid
        and delivered to the last preceding Holder of such Residual
        Certificate.

      


      
        
          
            
            

          

          
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      If
        any
        purported transferee shall become a registered Holder of a Residual Certificate
        in violation of the provisions of this Section 3.03(f), then upon receipt
        of
        written notice to the Trustee or the Certificate Registrar that the registration
        of transfer of such Residual Certificate was not in fact permitted by this
        Section 3.03(f), the last preceding Permitted Transferee shall be restored
        to
        all rights as Holder thereof retroactive to the date of such registration
        of
        transfer of such Residual Certificate. Neither the Trustee nor the Certificate
        Registrar shall be under any liability to any Person for any registration
        of
        transfer of a Residual Certificate that is in fact not permitted by this
        Section
        3.03(f), for making any payment due on such Certificate to the registered
        Holder
        thereof or for taking any other action with respect to such Holder under
        the
        provisions of this Agreement so long as the transfer was registered upon
        receipt
        of the affidavit described in the preceding paragraph of this Section
        3.03(f).

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

      


      
        
          
            
            

          

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

       

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

       

      Section
        3.04. Cancellation
        of Certificates.

       

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

       

      Section
        3.05. Replacement
        of Certificates.

       

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

       

      Section
        3.06. Persons
        Deemed Owners.

       

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

      


      
        
          
            
            

          

          
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      Section
        3.07. Temporary
        Certificates.

       

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

       

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

       

      Section
        3.08. Appointment
        of Paying Agent.

       

      (a) The
        Trustee hereby appoints itself as Paying Agent and in such capacity shall
        be
        afforded the same protections, rights and indemnifications afforded to it
        as
        Trustee. The Trustee may appoint a successor Paying Agent, acceptable to
        the
        NIMS Insurer, for the purpose of making distributions to Certificateholders
        hereunder. The Trustee shall cause such Paying Agent (if other than the Trustee)
        to execute and deliver to the Trustee an instrument in which such Paying
        Agent
        shall agree with the Trustee that such Paying Agent will hold all sums held
        by
        it for the payment to Certificateholders in an Eligible Account in trust
        for the
        benefit of the Certificateholders entitled thereto until such sums shall
        be paid
        to the Certificateholders. All funds remitted by the Trustee to any such
        Paying
        Agent for the purpose of making distributions shall be paid to
        Certificateholders on each Distribution Date and any amounts not so paid
        shall
        be returned on such Distribution Date to the Trustee. If the Paying Agent
        is not
        the Trustee, the Trustee shall cause the funds to be remitted to the Paying
        Agent on or before the Business Day prior to each Distribution Date, by wire
        transfer in immediately available funds, the funds to be distributed on such
        Distribution Date.

       

      (b) Any
        Paying Agent shall be either a bank or trust company or otherwise authorized
        under law to exercise corporate trust powers. A Paying Agent shall comply
        with
        its reporting obligations under Regulation AB with respect to the Trust Fund
        in
        form and substance similar to those of the Trustee pursuant to Section 6.20
        and
        Section 9.25, and the related assessment of compliance and attestation shall
        cover, at a minimum, the matters indicated as obligations with respect to
        the
        Paying Agent on Exhibit O attached hereto. In addition, the Paying Agent
        (if
        other than the Trustee) shall notify the Sponsor, the Master Servicer and
        the
        Depositor within five (5) calendar days of knowledge thereof (i) of any legal
        proceedings pending against the Paying Agent of the type described in Item
        1117
        (§ 229.1117) of Regulation AB, (ii) any merger, consolidation or sale of
        substantially all of the assets of the Paying Agent and (iii) if the Paying
        Agent shall become (but only to the extent not previously disclosed) at any
        time
        an Affiliate of any of the parties listed on Exhibit R hereto or any of their
        Affiliates.

      


      
        
          
            
            

          

          
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      (c) Any
        Paying Agent (if other than the Trustee) agrees to indemnify the Depositor,
        the
        Trustee and the Master Servicer, and each of their respective directors,
        officers, employees and agents and the Trust Fund and hold each of them harmless
        from and against any losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon the failure
        by such Paying Agent to deliver any information, report or certification
        when
        and as required under Section 6.20 and Section 9.25(a), provided, however,
        that
        this sentence shall not apply if the Paying Agent is the Trustee. This
        indemnification shall survive the termination of this Agreement or the
        termination of such Paying Agent hereunder.

       

      Section
        3.09. Book-Entry
        Certificates.

       

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

       

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

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

      ARTICLE
        IV

       

      ADMINISTRATION
        OF THE TRUST FUND

       

      Section
        4.01. Collection
        Account.

       

      (a) On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled “Aurora
        Loan Services LLC as Master Servicer, in trust for the benefit of the Holders
        of
        Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
        Certificates, Series 2007-2.” The Collection Account shall relate solely to the
        Certificates issued by the Trust Fund hereunder, and funds in such Collection
        Account shall not be commingled with any other monies.

       

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

       

      (c) The
        Master Servicer shall give to the Trustee prior written notice of the name
        and
        address of the depository institution at which the Collection Account is
        maintained and the account number of such Collection Account. No later than
        1:00
        p.m. New York City time on each Deposit Date, the entire amount on deposit
        in
        the Collection Account (subject to permitted withdrawals set forth in Section
        4.02), not including any amounts which are to be excluded from the Available
        Distribution Amount for such Distribution Date pursuant to clauses (A) through
        (H) of paragraph (i) of the definition thereof (other than any amounts due
        or
        reimbursable to the Trustee or the Custodians pursuant to this Agreement),
        shall
        be remitted to the Trustee for deposit into the Certificate Account by wire
        transfer in immediately available funds. The Master Servicer, at its option
        (but
        with prior notice to Trustee), may choose to make daily remittances from
        the
        Collection Account to the Trustee for deposit into the Certificate
        Account.

      


      
        
          
            
            

          

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

       

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

       

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

       

      (iii) any
        unscheduled payment or other recovery with respect to a Mortgage Loan not
        otherwise specified in this paragraph (d), including any Subsequent Recovery,
        all Net Liquidation Proceeds with respect to the Mortgage Loans and REO
        Property, and all amounts received in connection with the operation of any
        REO
        Property, net of any unpaid Servicing Fees and Master Servicing Fees with
        respect to such Mortgage Loans, but only to the extent of the amount permitted
        to be withdrawn or withheld from the Collection Account in accordance with
        Sections 5.04 and 9.21; 

       

      (iv) all
        Insurance Proceeds;

       

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

       

      (vi) all
        Prepayment Penalty Amounts; 

       

      (vii) all
        proceeds of any Mortgage Loan purchased by any Person; and 

       

      (viii) the
        Purchase Price or FPD Purchase Price (including any FPD Premium) of any Mortgage
        Loan repurchased by the Depositor, the Seller, the Master Servicer or any
        other
        Person, and any Substitution Amount related to any Qualifying Substitute
        Mortgage Loan and any purchase price paid by any NIMS Insurer for the purchase
        of any Distressed Mortgage Loan under Section 7.04. 

      


      
        
          
            
            

          

          
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      (e) Funds
        in
        the Collection Account may be invested in Eligible Investments (selected
        by and
        at the written direction of the Master Servicer) which shall mature not later
        than one Business Day prior to the Deposit Date (except that if such Eligible
        Investment is an obligation of the Trustee or the Paying Agent, if other
        than
        the Trustee, and such Collection Account is maintained with the Trustee or
        the
        Paying Agent, if other than the Trustee, then such Eligible Investment shall
        mature not later than such applicable Deposit Date), and any such Eligible
        Investment shall not be sold or disposed of prior to its maturity. All such
        Eligible Investments shall be made in the name of the Master Servicer in
        trust
        for the benefit of the Trustee and Holders of Structured Adjustable Rate
        Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series 2007-2. All
        income and gain realized from any such investment shall be for the benefit
        of
        the Master Servicer, while such Collection Account is maintained by the Master
        Servicer, and shall be subject to its withdrawal or order from time to time
        and
        shall not be part of the Trust Fund. The amount of any losses incurred in
        respect of any such investments shall be deposited in such Collection Account
        by
        the Master Servicer out of its own funds, without any right of reimbursement
        therefor, immediately as realized. The foregoing requirements for deposit
        in the
        Collection Account are exclusive, it being understood and agreed that, without
        limiting the generality of the foregoing, payments of interest on funds in
        the
        Collection Account and payments in the nature of late payment charges or
        assumption fees need not be deposited by the Master Servicer in the Collection
        Account and may be retained by the Master Servicer or the applicable Servicer
        as
        additional servicing compensation. If the Master Servicer deposits in the
        Collection Account any amount not required to be deposited therein, it may
        at
        any time withdraw such amount from such Collection Account.

       

      Section
        4.02. Application
        of Funds in the Collection Account.

       

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

       

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

       

      (ii) to
        reimburse itself or any Servicer for any Advances or Servicing Advances made
        by
        it or by such Servicer that it or such Servicer determines in good faith
        will
        not be recoverable from amounts representing late recoveries of payments
        of
        principal or interest respecting the particular Mortgage Loan as to which
        such
        Advance or Servicing Advance was made or from Liquidation Proceeds or Insurance
        Proceeds with respect to such Mortgage Loan, it being understood, in the
        case of
        any such reimbursement, that such Master Servicer’s or Servicer’s right thereto
        shall be prior to the rights of the Certificateholders;

      


      
        
          
            
            

          

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

       

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

       

      (v) to
        reimburse itself or any Servicer for expenses incurred by and recoverable
        by or
        reimbursable to it or such Servicer pursuant to Section 9.04, 9.06, 9.16
        or
        9.22(a) or pursuant to the applicable Servicing Agreement (to the extent
        such
        reimbursement constitutes “unanticipated expenses” within the meaning of
        Treasury Regulation Section 1.860G-1(b)(3)(ii)), and to reimburse itself
        for any
        expenses reimbursable to it pursuant to Section 10.01(c);

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

      (x) to
        pay
        the Depositor or the Seller, as applicable, with respect to each Mortgage
        Loan
        or REO Property acquired in respect thereof that has been purchased pursuant
        to
        this Agreement, all amounts received thereon and not distributed on the date
        on
        which the related prepurchase was effected, and to pay the applicable person
        any
        Advances and Servicing Advances to the extent specified in the definition
        of
        Purchase Price (or FPD Purchase Price in the case of a First Payment Default
        Loan);

       

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

       

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

       

      (xiii) to
        reimburse the Trustee and a successor Master Servicer (solely in its capacity
        as
        successor master servicer), for any fee or advance occasioned by a termination
        of the Master Servicer, and the assumption of such duties by the Trustee
        or a
        successor master servicer appointed by the Trustee pursuant to Section 6.14,
        in
        each case to the extent not reimbursed by the terminated Master Servicer,
        it
        being understood, in the case of any such reimbursement or payment, that
        the
        right of the Master Servicer or the Trustee thereto shall be prior to the
        rights
        of the Certificateholders; and

       

      (xiv) to
        reimburse any Servicer for such amounts as are due thereto under the applicable
        Servicing Agreement and have not been retained by or paid to such Servicer
        to
        the extent provided in such Servicing Agreement provided such amounts are
        Servicing Fees or “unanticipated expenses” within the meaning of Treasury
        Regulation Section 1.860G-1(b)(3)(ii).

       

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

       

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

       

      In
        the
        event that the Master Servicer fails on any Deposit Date to remit to the
        Trustee
        any amounts required to be so remitted to the Trustee pursuant to sub-clause
        (viii) by such date, the Master Servicer shall pay the Trustee, for the account
        of the Trustee, interest calculated at the “prime rate” (as published in the
“Money Rates” section of The
        Wall Street Journal)
        on such
        amounts not timely remitted for the period from and including that Deposit
        Date
        to but not including the related Distribution Date. The Master Servicer shall
        only be required to pay the Trustee interest for the actual number of days
        such
        amounts are not timely remitted (e.g.,
        one
        day’s interest, if such amounts are remitted one day after the Deposit
        Date).

      


      
        
          
            
            

          

          
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      (b) The
        Trustee shall afford the NIMS Insurer upon reasonable notice, during normal
        business hours, access to all records maintained by the Trustee in respect
        of
        its duties hereunder and access to officers of the Trustee responsible for
        performing such duties. The Trustee shall cooperate fully with the NIMS Insurer
        and shall make available to the NIMS Insurer for review and copying at the
        expense of the NIMS Insurer, such books, documents or records as may be
        requested with respect to the Trustee’s duties hereunder. The NIMS Insurer shall
        not have any responsibility or liability for any action or failure to act
        by the
        Trustee and are not obligated to supervise the performance of the Trustee
        under
        this Agreement or otherwise. The Trustee shall cause the Master Servicer,
        the
        Custodian and the Servicer to provide the NIMS Insurer with access to the
        Mortgage Files upon reasonable notice and during normal business
        hours.

       

      Section
        4.03. Reports
        to Certificateholders.

       

      (a) On
        each
        Distribution Date, the Trustee shall prepare (based solely on information
        provided by the Master Servicer, the Swap Counterparty or any Cap Counterparty)
        and shall make available to the Swap Counterparty, the Certificateholders
        and
        any NIMS Insurer a written report setting forth the following information,
        by
        Mortgage Pool and Certificate Group (on the basis of Mortgage Loan level
        information provided by the applicable Servicer and the Master
        Servicer):

       

      (i) the
        aggregate amount of the distribution to be made on such Distribution Date
        to the
        Holders of each Class of Certificates, other than any Class of Notional
        Certificates, to the extent applicable, allocable to principal on the Mortgage
        Loans, including any Subsequent Recovery, Liquidation Proceeds and Insurance
        Proceeds, stating separately the amount attributable to scheduled principal
        payments and unscheduled payments in the nature of principal in each Mortgage
        Pool;

       

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

       

      (iii) the
        amount, if any, of any distributions to the Holders of the Class P-I, Class
        P-II, Class X (including the 1-X Component, the C-X Component and the S-X
        Component), Class R-I and Class R-II Certificates on such Distribution Date,
        stated separately, and the aggregate amounts, if any, of distributions to
        the
        Holders of the Class P-I, Class P-II, Class X (including the 1-X Component,
        the
        C-X Component and the S-X Component), Class R-I and Class R-II Certificates
        on
        all Distribution Dates, stated separately;

       

      (iv) (A) the
        aggregate amount of any Advances required to be made with respect to the
        related
        Collection Period by or on behalf of the Master Servicer or any Servicer
        (or, if
        applicable, the Trustee, solely in its capacity as successor master servicer),
        (B) the aggregate amount of such Advances actually made, and (C) the amount,
        if
        any, by which (A) above exceeds (B) above;

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

      (ix) the
        number and aggregate outstanding principal balance of Mortgage Loans (not
        including a Liquidated Mortgage Loan as of the end of the Prepayment Period),
        as
        reported to the Trustee by the Master Servicer, (a) remaining outstanding,
        (b)
        delinquent one month, (c) delinquent two months, (d) delinquent three or
        more
        months and (e) as to which foreclosure proceedings have been commenced as
        of the
        close of business on the last Business Day of the calendar month immediately
        preceding the month in which such Distribution Date occurs;

       

      (x) the
        delinquency method (MBA) that is used to calculate the information provided
        under (ix) above;

       

      (xi) the
        deemed aggregate principal balance of all REO Properties (not including a
        Liquidated Mortgage Loan as of the end of the Prepayment Period) as of the
        close
        of business on the last Business Day of the calendar month immediately preceding
        the month in which such Distribution Date occurs; with respect to substitution
        of Mortgage Loans in the preceding calendar month, the aggregate Scheduled
        Principal Balance of all such Deleted Mortgage Loans, and of all Qualifying
        Substitute Mortgage Loans;

       

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

       

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

      


      
        
          
            
            

          

          
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      (xiv) the
        Interest Remittance Amount, the Principal Remittance Amount, the Principal
        Distribution Amount and the Overcollateralization Release Amount applicable
        to
        such Distribution Date;

       

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

       

      (xvi) the
        Overcollateralization Amount after giving effect to the distributions made
        on
        such Distribution Date;

       

      (xvii) the
        amount of any Overcollateralization Deficiency after giving effect to the
        distributions made in such Distribution Date; 

       

      (xviii) the
        level
        of LIBOR and the Certificate Interest Rate of each of the LIBOR Certificates;
        

       

      (xix) the
        amount of any Net Swap Payment to the Supplemental Interest Trust made pursuant
        to Section 5.02, any Net Swap Payment to the Swap Counterparty made pursuant
        to
        Section 5.02, any Swap Termination Payment to the Supplemental Interest Trust
        made pursuant to Sections 5.02 and any Swap Termination Payment to the Swap
        Counterparty made pursuant to Section 5.02; 

       

      (xx) the
        amount of any payments made by the Cap Counterparty to the Trust Fund under
        the
        Pool 1 Interest Rate Cap Agreements; and 

       

      (xxi) the
        amount of any FPD Premiums, if any, for such Distribution Date. 

       

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

       

      In
        addition to the information listed above for any year in which the Depositor
        is
        subject to Exchange Act Reporting with respect to the Certificates, such
        Distribution Date report shall also include such other information as is
        required by Form 10-D, including but not limited to, the information required
        by
        Item 1121 (§ 229.1121) of Regulation AB to the extent that the Trustee shall
        have received any such information from the Depositor, the Sponsor, the Master
        Servicer, the Servicer, any Custodian, any cap counterparty or any Subservicer
        or Subcontractor therefor, as applicable, no later than four Business Days
        prior
        to the Distribution Date.

       

      The
        Trustee shall make such report and additional loan level information (and,
        at
        its option, any additional files provided by the Master Servicer containing
        the
        same information in an alternative format) provided to it by the Master
        Servicer, Swap Counterparty and Cap Counterparty available each month to
        Certificateholders, any NIMS Insurer, Swap Counterparty, Cap Counterparty
        and
        the Rating Agencies via the Trustee’s internet website. The Trustee’s internet
        website shall initially be located at www.ctslink.com and assistance in using
        the website can be obtained by calling the Trustee’s customer service desk at
        (301) 815-6600. Such parties that are unable to use the website are entitled
        to
        have a paper copy mailed to them via first class mail by calling the customer
        service desk and indicating such. The Trustee shall have the right to change
        the
        way such statements are distributed in order to make such distribution more
        convenient and/or more accessible to the above parties and the Trustee shall
        provide timely and adequate notification to all above parties regarding any
        such
        changes.

      


      
        
          
            
            

          

          
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      The
        foregoing information and reports shall be prepared and determined by the
        Trustee based solely on Mortgage Loan data provided to the Trustee by the
        Master
        Servicer (in a format attached hereto as Exhibit J as mutually agreed to
        by the
        Trustee and the Master Servicer, Swap Counterparty and Cap Counterparty )
        no
        later than 2:00 p.m. Eastern Time four Business Days prior to the Distribution
        Date. In preparing or furnishing the information to be provided by the Trustee,
        the Master Servicer shall be entitled to rely conclusively on the accuracy
        and
        completeness of the information or data (i) regarding the Mortgage Loans
        (including any Early Payment Default Mortgage Loans) and the related REO
        Property that has been provided to the Master Servicer by the Servicer and
        (ii)
        regarding the Pool 1 Interest Rate Cap Agreement and the Swap Agreement that
        has
        been provided to the Trustee by the Cap Counterparty and the Swap Counterparty,
        respectively. The Trustee shall be entitled to conclusively rely on the accuracy
        and completeness of (i) the Mortgage Loan data provided by the Master Servicer
        and shall have no liability for any errors or omissions in such Mortgage
        Loan
        data or other information, (ii) the Master Servicer shall have no liability
        for
        any errors or omissions in such mortgage loan data or information, and (iii)
        the
        information and data provided to the Trustee by the Cap Counterparty and
        Swap
        Counterparty, and, in each case, the Trustee shall not be obligated to verify,
        reconcile, recomputed or recalculate any such information or data.

       

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

       

      (c) Within
        90
        days, or such shorter period as may be required by statute or regulation,
        after
        the end of each calendar year, the Trustee shall, have prepared and shall
        make
        available, upon written request, to each Person who at any time during the
        calendar year was a Certificateholder of record, and to any NIMs Insurer
        and
        make available to Certificate Owners (identified as such by the Clearing
        Agency)
        in accordance with applicable regulations, a report summarizing the items
        provided to Certificateholders pursuant to Section 4.03(a) on an annual basis
        as
        may be required to enable such Holders to prepare their federal income tax
        returns; provided, however that this Section 4.03(c) shall not be applicable
        where relevant reports or summaries are required elsewhere in this Agreement.
        Such information shall include the amount of original issue discount accrued
        on
        each Class of Certificates and information regarding the expenses of the
        Trust
        Fund. The Trustee shall be deemed to have satisfied this requirement if it
        forwards such information in any other format permitted by the Code. The
        Master
        Servicer, to the extent available to the Master Servicer pursuant to this
        Agreement and each Servicing Agreement, shall provide the Trustee with such
        Mortgage Loan level information as is necessary for the Trustee to prepare
        such
        reports.

      


      
        
          
            
            

          

          
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      (d) The
        Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
        behalf of the Trust Fund, an application for an employer identification number
        on IRS Form SS-4 or by any other acceptable method. The Trustee shall also
        file
        a Form 8811 as required. The Trustee, upon receipt from the IRS of the Notice
        of
        Taxpayer Identification Number Assigned, shall upon request promptly forward
        a
        copy of such notice to the Master Servicer and the Depositor. The Trustee
        shall
        furnish any other information that is required by the Code and regulations
        thereunder to be made available to Certificateholders. The Master Servicer
        shall
        provide the Trustee with such information as is necessary for the Trustee
        to
        comply with the foregoing to the extent available to the Master Servicer
        pursuant to this Agreement and each Servicing Agreement.

       

      Section
        4.04. Certificate
        Account.

       

      (a) The
        Trustee shall establish and maintain in its name, as trustee, a trust account
        (the “Certificate Account”), entitled Wells Fargo Bank, N.A. as Trustee in trust
        for the holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage
        Pass-Through Certificates, Series 2007-2, to be held in trust for the benefit
        of
        the Certificateholders until disbursed pursuant to the terms of this Agreement.
        The Certificate Account shall be an Eligible Account. If the existing
        Certificate Account ceases to be an Eligible Account, the Trustee shall
        establish a new Certificate Account that is an Eligible Account within 20
        Business Days and transfer all funds on deposit in such existing Certificate
        Account into such new Certificate Account. The Certificate Account shall
        relate
        solely to the Certificates issued hereunder and funds in the Certificate
        Account
        shall be held separate and apart from and shall not be commingled with any
        other
        monies including, without limitation, other monies of the Trustee held under
        this Agreement.

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

      (d) Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Eligible Investment, or if a default occurs
        in
        any other performance required under any Eligible Investment, the Trustee
        may
        and, subject to Section 6.01 and Section 6.02(iv), upon the request of the
        NIMS
        Insurer, shall take such action as may be appropriate to enforce such payment
        or
        performance, including the institution and prosecution of appropriate
        proceedings.

       

      ARTICLE
        V

       

      DISTRIBUTIONS
        TO HOLDERS OF CERTIFICATES

       

      Section
        5.01. Distributions
        Generally.

       

      (a) Subject
        to Section 7.01 with respect to the final distribution on the Certificates,
        on
        each Distribution Date the Trustee (or any Paying Agent) shall make
        distributions in accordance with this Article V. Such distributions shall
        be
        made by wire transfer if the Certificateholder has provided the Trustee with
        wire instructions or by check mailed to the address of such Certificateholder
        as
        it appears in the books of the Trustee if the Certificateholder has not provided
        the Trustee with wire instructions in
        immediately available funds to an account specified in the request and at
        the
        expense of such Certificateholder; provided, however, that the final
        distribution in respect of any Certificate shall be made only upon presentation
        and surrender of such Certificate at the Corporate Trust Office. Wire transfers
        may be made at the expense of the Holder requesting such wire transfer by
        deducting a wire transfer fee from the related distribution. Notwithstanding
        such final payment of principal of any of the Certificates, each Residual
        Certificate will remain outstanding until the termination of each REMIC and
        the
        payment in full of all other amounts due with respect to the Residual
        Certificate and at such time such final payment in retirement of the Residual
        Certificate will be made only upon presentation and surrender of such
        Certificate at the Corporate Trust Office of the Certificate Registrar. If
        any
        payment required to be made on the Certificates is to be made on a day that
        is
        not a Business Day, then such payment will be made on the next succeeding
        Business Day.

      


      
        
          
            
            

          

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

       

      (c) The
        Trustee (or Paying Agent, as applicable) shall make payments to
        Certificateholders and the Swap Counterparty and any other person pursuant
        to
        this Article V based solely on the information set forth in the monthly report
        furnished by the Trustee in accordance with Section 4.03(a), and shall be
        entitled to conclusively rely on such information and reports, and on the
        calculations contained therein, when making distributions to Certificateholders,
        the Swap Counterparty and any other party. The Trustee (or Paying Agent,
        as
        applicable) shall have no liability for any errors in such reports or
        information, and shall not be required to verify, recompute, reconcile or
        recalculate any such information or data.

       

      Section
        5.02. Distributions
        from the Certificate Account.

       

      (a) On
        each
        Distribution Date, the Trustee (or any successor Paying Agent on behalf of
        the
        Trustee, as applicable) shall withdraw from the Certificate Account the Total
        Distribution Amount (excluding all Prepayment Penalty Amounts) and shall
        allocate such amount to the interests issued in respect of each REMIC and
        shall
        distribute such amount as specified in this Section. 

       

      (b) On
        each
        Distribution Date (or, with respect to clause (ii) below, on the related
        Swap
        Payment Date), the Trustee (or Paying Agent, as applicable) shall distribute
        the
        Interest Remittance Amount for Pool 1 as follows:

       

      (i) to
        the
        Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
        Distribution Date;

       

      (ii) for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
        to
        the Swap Counterparty (including amounts remaining unpaid from previous
        Distribution Dates);

       

      (iii) concurrently,
        pro rata, to the Pool 1 Senior Certificates, Current Interest and any
        Carryforward Interest for such classes for such Distribution Date (any shortfall
        in Current Interest and Carryforward Interest to be allocated between such
        Classes in proportion to the amount of Current Interest and Carryforward
        Interest that would otherwise be distributable thereon);

       

      (iv) 
        to the
        Pool 1 Subordinate Certificates in accordance with the Pool 1 Subordinate
        Priority, Current Interest and Carryforward Interest for such classes for
        such
        Distribution Date; and

      


      
        
          
            
            

          

          
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      (v) for
        application as part of Monthly Excess Cashflow for such Distribution Date,
        pursuant to Section 5.02(e) below, any such Interest Remittance Amount for
        Pool
        1 remaining undistributed for such Distribution Date.

       

      (c) The
        Principal Distribution Amount for Pool 1 will be distributed on each
        Distribution Date (or, with respect to clause (i)(B) below, on the related
        Swap
        Payment Date), as follows:

       

      (i) On
        each
        Distribution Date (a) prior to the Pool 1 Stepdown Date or (b) on or after
        the
        Pool 1 Stepdown Date and with respect to which a Pool 1 Trigger Event is
        in
        effect, until the aggregate Certificate Principal Amount of the Pool 1 Senior
        Certificates equals the Pool 1 Target Amount for such Distribution Date,
        the
        Trustee shall distribute the Principal Distribution Amount for Pool 1 in
        the
        following order of priority:

       

      (A)
        to
        the Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
        Distribution Date (to the extent not distributed pursuant to Section 5.02(b)
        above);

       

      (B)
        for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
        to
        the Swap Counterparty (to the extent not distributed pursuant to Section
        5.02(b)
        above);

       

      (C)
        concurrently to the Pool 1 Senior Certificates, pro rata, as
        follows:

       

      (1)
        to
        the Class 1-A1 Certificates, until the Class Principal Amount of such Class
        has
        been reduced to zero; 

       

      (2)
        to
        the Class 1-A2 Certificates, until the Class Principal Amount of such Class
        has
        been reduced to zero;

       

      (3)
        to
        the Class 1-A3 Certificates, until the Class Principal Amount of such Class
        has
        been reduced to zero;

       

      (D)
        to
        the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
        Priority, until the Class Principal Amount of each such Class has been reduced
        to zero; and

       

      (E)
        for
        application as part of Pool 1 Monthly Excess Cashflow for such Distribution
        Date, pursuant to Section 5.02(e) below, any such Principal Distribution
        Amount
        for Pool 1 remaining undistributed after application pursuant to clauses
        (A)
        through (D) above.

       

      (ii) On
        each
        Distribution Date (a) on or after the Pool 1 Stepdown Date and (b) with respect
        to which a Pool 1 Trigger Event is not in effect, the Trustee shall distribute
        the Principal Distribution Amount for Pool 1 for such Distribution Date in
        the
        following order of priority:

      


      
        
          
            
            

          

          
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      (A)
        to
        the Trustee, the payment of the Trustee Fee allocable to Pool 1 for such
        Distribution Date (to the extent not distributed pursuant to Section 5.02(b)
        above);

       

      (B)
        for
        deposit into the Supplemental Interest Trust Account, any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed
        to
        the Swap Counterparty (to the extent not deposited previously from the Interest
        Remittance Amount for Pool 1 in accordance with class (b) above);

       

      (C)
        (1)
        so long as any of the Pool 1 Subordinate Certificates are outstanding, to
        the
        Pool 1 Senior Certificates, in accordance with the Pool 1 Senior Priority,
        in an
        amount equal to the lesser of (x) the excess, if any, of (a) the Principal
        Distribution Amount for Pool 1 for such Distribution Date over (b) the amount
        distributed on such Distribution Date pursuant to clauses (A) and (B) above,
        and
        (y) the Pool 1 Senior Principal Distribution Amount for such Distribution
        Date
        until the Class Principal Amount of each such class has been reduced to zero;
        or
        (2) otherwise to the Pool 1 Senior Certificates, in accordance with the Pool
        1
        Senior Priority, the excess of (A) the Principal Distribution Amount for
        Pool 1
        for such Distribution Date over (B) the amount distributed with respect to
        such
        Distribution Date pursuant to clauses (A) and (B) above, in each case until
        the
        Class Principal Amount of each such class has been reduced to zero;

       

      (D)
        to
        the Class M-1 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (C) above, and (y) the M-1 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

       

      (E)
        to
        the Class M-2 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        Clauses (A) through (D) above, and (y) the M-2 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

       

      (F)
        to
        the Class M-3 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        Clauses (A) through (E) above, and (y) the M-3 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

       

      (G)
        to
        the Class M-4 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (F) above, and (y) the M-4 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

      


      
        
          
            
            

          

          
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      (H)
        to
        the Class M-5 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (G) above, and (y) the M-5 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

       

      (I)
        to
        the Class M-6 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (H) above, and (y) the M-6 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero;

       

      (J)
        to
        the Class M-7 Certificates, an amount equal to the lesser of (x) the excess,
        if
        any, of (a) the Principal Distribution Amount for Pool 1 for such Distribution
        Date over (b) the amount distributed on such Distribution Date pursuant to
        clauses (A) through (I) above, and (y) the M-7 Principal Distribution Amount
        for
        such Distribution Date, until the Class Principal Amount of such Class has
        been
        reduced to zero; and 

       

      (K)
        for
        application as part of Pool 1 Monthly Excess Cashflow for such Distribution
        Date
        pursuant to Section 5.02(e) below, any such Principal Distribution Amount
        for
        Pool 1 remaining undistributed after application pursuant to clauses (A)
        through
        (J) above. 

       

      (d) On
        each
        Distribution Date, the Available Distribution Amount for Pool 2 will be
        allocated among the Classes of Senior Certificates relating to Pool 2, and
        among
        the Classes of the Pool 2 Subordinate Certificates as follows:

       

      (i) from
        the
        Available Distribution Amount for Pool 2, to the Trustee, the payment of
        the
        Trustee Fee allocable to Pool 2 for such Distribution Date;

       

      (ii) from
        the
        Available Distribution Amount for Pool 2, to payment of Accrued Certificate
        Interest on each Class of Senior Certificates of the related Certificate
        Group,
        as reduced by such Class’s allocable share of any Net Prepayment Interest
        Shortfalls for Pool 2 for such Distribution Date; provided, however, that
        any
        shortfall in available amounts for Pool 2 will be allocated among the Classes
        of
        the related Certificate Group, in proportion to the amount of such interest
        (as
        so reduced) that would otherwise be distributable thereon;

       

      (iii) from
        the
        Available Distribution Amount for Pool 2, to payment of any outstanding Interest
        Shortfalls on each Class of Senior Certificates of the related Certificate
        Group, as reduced by such Class’s allocable share of any Net Prepayment Interest
        Shortfalls for Pool 2 for such Distribution Date; provided, however, that
        any
        shortfall in available amounts for either such Mortgage Pool will be allocated
        among the Classes of the related Certificate Group in proportion to the amount
        of such interest (as so reduced) that would otherwise be distributable
        thereon;

      


      
        
          
            
            

          

          
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      (iv) to
        the
        Pool 2 Senior Certificates (other than the Class 2-AX Certificates) to the
        extent of the remaining related Available Distribution Amount, from the
        Available Distribution Amount for Pool 2, the Pool 2 Senior Principal
        Distribution Amount for Pool 2, in reduction of their Class Principal Amounts
        sequentially as follows:

       

      (A) first,
        to
        the Class R-II Certificate, in reduction of its Class Principal Amount until
        its
        Class Principal Amount has been reduced to zero; and

       

      (B) second,
        pro rata to the Class 2-A1 and Class 2-A2 Certificates, from the Available
        Distribution Amount for Pool 2, the Pool 2 Senior Principal Distribution
        Amount,
        in reduction of their Class Principal Amounts, until their Class Principal
        Amounts have been reduced to zero;

       

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

       

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

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

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

       

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

       

      (L) to
        the
        Class B4-II Certificates, in reduction of the Class Principal Amount thereof,
        such Class’s Subordinate Class Percentage of each Subordinate Principal
        Distribution Amount for such Distribution Date, except as provided in Section
        5.02(i), until the Class Principal Amount thereof has been reduced to
        zero;

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

      (e) Any
        Pool
        1 Monthly Excess Cashflow for each Distribution Date, together with any proceeds
        received under the Pool 1 Interest Rate Cap Agreement in the case of Section
        5.02(e)(iv) below, will on each Distribution Date be distributed in the
        following order of priority:

       

      (i) For
        each
        Distribution Date, Pool 1 Monthly Excess Cashflow will be paid to the Pool
        1
        Certificates in the following order of priority:

       

      (A)
        concurrently, on a pro rata basis, based on amounts due, to the Pool 1 Senior
        Certificates, Current Interest and any Carryforward Interest for such Classes
        for such Distribution Date due pursuant to Section 5.02(b)(iii) above, to
        the
        extent unpaid pursuant to such section;

       

      (B)
        to
        the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
        Priority, Current Interest and any Carryforward Interest for each such class
        and
        such Distribution Date to the extent unpaid pursuant to Section 5.02(b)(iv)
        above;

       

      (C)
        to
        the Trustee, previously unreimbursed extraordinary costs, liabilities and
        expenses, to the extent allocable to Pool 1;

       

      (ii) For
        each
        Distribution Date occurring (a) before the Pool 1 Stepdown Date or (b) on
        or
        after the Pool 1 Stepdown Date but for which a Pool 1 Trigger Event is in
        effect, then until the aggregate Class Principal Amounts of the Pool 1
        Certificates equals the Pool 1 Target Amount for such Distribution Date,
        in
        reduction of the Class Principal Amounts of the Pool 1 Certificates in the
        following order of priority:

       

      (A)
        to
        each Class of Pool 1 Senior Certificates, in accordance with the Pool 1 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        Class Principal Amount of each such Class has been reduced to zero;
        and

       

      (B)
        to
        the Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
        Priority in reduction of their respective Class Principal Amounts, until
        the
        Class Principal Amount of each such Class has been reduced to zero;

      


      
        
          
            
            

          

          
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      (iii) For
        each
        Distribution Date occurring on or after the Pool 1 Stepdown Date and for
        which a
        Pool 1 Trigger Event is not in effect in the following order of
        priority:

       

      (A)
        to
        each Class of Pool 1 Senior Certificates, in accordance with the Pool 1 Senior
        Priority, in reduction of their respective Class Principal Amounts, until
        the
        aggregate Class Principal Amount of such Pool 1 Senior Certificates, after
        giving effect to distributions on such Distribution Date, equals the Pool
        1
        Senior Target Amount;

       

      (B)
        to
        the Class M-1 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1 Certificates, after giving effect to distributions on such
        Distribution Date, equals the M-1 Target Amount;

       

      (C)
        to
        the Class M-2 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1 and Class M-2 Certificates, after giving effect to distributions
        on
        such Distribution Date, equals the M-2 Target Amount;

       

      (D)
        to
        the Class M-3 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1, Class M-2 and Class M-3 Certificates, after giving effect to
        distributions on such Distribution Date, equals the M-3 Target
        Amount;

       

      (E)
        to
        the Class M-4 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, after giving
        effect
        to distributions on such Distribution Date, equals the M-4 Target Amount;
        

       

      (F)
        to
        the Class M-5 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after
        giving effect to distributions on such Distribution Date, equals the M-5
        Target
        Amount;

       

      (G)
        to
        the Class M-6 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the M-6 Target Amount; and

       

      (H)
        to
        the Class M-7 Certificates, in reduction of their Class Principal Amount,
        until
        the aggregate Class Principal Amount of the Pool 1 Senior Certificates and
        the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
        M-7
        Certificates, after giving effect to distributions on such Distribution Date,
        equals the M-7 Target Amount; 

      


      
        
          
            
            

          

          
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      (iv) to
        the
        Pool 1 Basis Risk Reserve Fund, the amount of any Basis Risk Payment with
        respect to the Pool 1 Certificates and any payment received in respect of
        the
        Pool 1 Interest Rate Cap Agreement, and then from the Pool 1 Basis Risk Reserve
        Fund, in the following order of priority:

       

      (A)
        from
        any proceeds received under the Pool 1 Interest Rate Cap Agreement, first
        to the
        Class 1-A1 and Class 1-A3 Certificates, the amount of any Basis Risk Shortfalls
        and Unpaid Basis Risk Shortfalls for each such Class and such Distribution
        Date,
        pro rata in proportion to the amount of such shortfalls, and second, to the
        Pool
        1 Subordinate Certificates, the amount of any Basis Risk Shortfalls and Unpaid
        Basis Risk Shortfalls for each such Class and such Distribution Date, in
        accordance with the Pool 1 Subordinate Priority (provided that any payments
        received from the Pool 1 Interest Rate Cap Agreement which are in excess
        of
        amounts needed to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        on
        the Class 1-A1 and Class 1-A3 Certificates and the Pool 1 Subordinate
        Certificates shall be distributed to the C-X Component of the Class X
        Certificates on such Distribution Date);

       

      (B)
        to
        the Pool 1 Senior Certificates, the amount of any Basis Risk Shortfalls and
        Unpaid Basis Risk Shortfalls for each such Class and such Distribution Date,
        pro
        rata in proportion to the amount of such shortfalls, to the extent unpaid
        pursuant to Section 5.02(e)(iv)(A) above and Section 5.02(f)(vi);

       

      (C)
        to
        the Pool 1 Subordinate Certificates, in accordance with the Subordinate
        Priority, any applicable Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
        for each such class and such Distribution Date, to the extent unpaid pursuant
        to
        Section 5.02(e)(iv)(A) above and Section 5.02(f)(vi);

       

      (D)
        to
        the 1-X Component of the Class X Certificates, any amounts remaining in the
        Pool
        1 Basis Risk Reserve Fund in excess of amounts required to be on deposit
        therein
        after satisfying Section 5.02(e)(iv)(A) through 5.02(e)(iv)(C) above for
        that
        Distribution Date;

       

      (v) pro
        rata
        in proportion to their respective Deferred Amounts (and any interest accrued
        on
        such Deferred Amounts at the related Certificate Interest Rate), to the Pool
        1
        Senior Certificates, any applicable Deferred Amount and any interest accrued
        on
        such Deferred Amounts for each such Class and such Distribution
        Date;

       

      (vi) to
        the
        Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
        Priority, any Deferred Amount for each such Class and such Distribution
        Date;

       

      (vii) to
        the
        Supplemental Interest Trust, for distribution pursuant to Section 5.02(f)(x);
        

       

      (viii) to
        the
        1-X Component of the Class X Certificates, the 1-X Component Distributable
        Amount for such Distribution Date; and

      


      
        
          
            
            

          

          
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      (ix) to
        the
        Class R-I Certificate, any remaining amount.

       

      (f) On
        each
        Distribution Date (or, with respect to clauses (i), (ii), (ix) and (x) below,
        the Swap Payment Date), the Trustee (or Paying Agent, as applicable) shall
        distribute the Supplemental Trust Amount from the Supplemental Interest Trust
        Account in the following order of priority:

       

      (i) to
        the
        Swap Counterparty, any Net Swap Payment (not due to a Swap Counterparty Trigger
        Event) owed to the Swap Counterparty pursuant to the Swap Agreement for the
        related Distribution Date to the extent unpaid from the Interest Remittance
        Amount for Pool 1 and from the Principal Distribution Amount for Pool
        1;

       

      (ii) to
        the
        Swap Counterparty, any unpaid Swap Termination Payment not due to a Swap
        Counterparty Trigger Event owed to the Swap Counterparty pursuant to the
        Swap
        Agreement to the extent unpaid from the Interest Remittance Amount for Pool
        1
        and from the Principal Distribution Amount for Pool 1;

       

      (iii) to
        the
        Class 1-A1 and Class 1-A3 Certificates, Current Interest and any Carryforward
        Interest for each such Class for such Distribution Date, pro rata, based
        on
        amounts due, to the extent unpaid pursuant to Section 5.02(b)(iii) and Section
        5.02(e)(i)(A);

       

      (iv) to
        the
        Pool 1 Subordinate Certificates, in accordance with the Pool 1 Subordinate
        Priority, Current Interest and any Carryforward Interest for each such Class
        and
        such Distribution Date to the extent unpaid pursuant to Section 5.02(b)(iv)
        and
        pursuant to Section 5.02(e)(i)(B);

       

      (v) to
        the
        Pool 1 Senior Certificates and Pool 1 Subordinate Certificates, any amount
        necessary to create and maintain the Pool 1 Targeted Overcollateralization
        Amount specified in Sections 5.02(e)(ii) and 5.02(e)(iii) above, as applicable,
        for such Distribution Date, for application pursuant to the priorities set
        forth
        in such sections, after giving effect to distributions pursuant to such
        sections; provided however, that the sum of all amounts distributed pursuant
        to
        this Section 5.02(f)(v) and Sections 5.02(f)(vii) and 5.02(f)(viii) shall
        not
        exceed the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage
        Loans incurred from the Cut-off Date through the last day of the related
        Collection Period;

       

      (vi) concurrently
        to the Class 1-A1 and Class 1-A3 Certificates, pro rata, based on the amount
        of
        any remaining Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, and
        then
        to the Pool 1 Subordinate Certificates, in accordance with the Pool 1
        Subordinate Priority, any remaining Basis Risk Shortfalls and Unpaid Basis
        Risk
        Shortfalls to the extent unpaid pursuant to Section 5.02(e)(iv)(A) for each
        such
        Class and for such Distribution Date;

       

      (vii) concurrently
        to the Class 1-A1 and Class 1-A3 Certificates, any Deferred Amount (and any
        interest accrued on such Deferred Amounts at the related Certificate Interest
        Rate) for each such Class and such Distribution Date, for application pursuant
        to the priority set forth in Section 5.02(e)(v) above, to the extent unpaid
        pursuant to such section; provided however, that the sum of all amounts
        distributed pursuant to this Section 5.02(f)(vii) and Sections 5.02(f)(v)
        and
        5.02(f)(viii) shall not exceed the aggregate amount of cumulative Realized
        Losses on the Pool 1 Mortgage Loans incurred from the Cut-off Date through
        the
        last day of the related Collection Period;

      


      
        
          
            
            

          

          
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      (viii) to
        the
        Pool 1 Subordinate Certificates, any Deferred Amount for each such Class
        and
        such Distribution Date, for application pursuant to the priority set forth
        in
        Section 5.02(e)(vi) above, to the extent unpaid pursuant to such section;
        provided however, that the sum of all amounts distributed pursuant to this
        Section 5.02(f)(viii) and Sections 5.02(f)(v) and 5.02(f)(vii) shall not
        exceed
        the aggregate amount of cumulative Realized Losses on the Pool 1 Mortgage
        Loans
        incurred from the Cut-off Date through the last day of the related Collection
        Period;

       

      (ix) if
        applicable, for application to the purchase of a replacement Interest Rate
        Swap
        Agreement;

       

      (x) to
        the
        Swap Counterparty, any unpaid Swap Termination Payment triggered by a Swap
        Counterparty Trigger Event owed to the Swap Counterparty pursuant to the
        Swap
        Agreement; and

       

      (xi) to
        the
        S-X Component of the Class X Certificates any remaining Supplemental Interest
        Trust Amount.

       

      (g) (i)
        On
        each Distribution Date on and prior to the 1-X Component Account Termination
        Date, the Trustee (or Paying Agent, as applicable) shall withdraw the Class
        C
        Distributable Amount for such Distribution Date from the 1-X Component Account,
        pursuant to Section 5.12 herein, and shall distribute such amount to the
        Class C
        Certificates. 

       

      (ii)
        On
        each Distribution Date on or prior to the 1-X Component Termination Date,
        the
        Trustee shall withdraw amounts on deposit in the 1-X Component Account and
        distribute such amounts to the 1-X Component of the Class X Certificates,
        an
        amount equal to the excess, if any, of the sum of Realized Losses attributable
        to the Class C Mortgage Loans over the sum of all amounts distributed pursuant
        to this Section 5.02(g)(ii) on prior Distribution Dates to the 1-X Component
        of
        the Class X Certificates.

       

      (h) Net
        Prepayment Interest Shortfalls for Pool 2 shall be allocated among the
        Certificates of the related Certificate Group and the Subordinate Certificates
        related to Pool 2 proportionately based on the Accrued Certificate Interest
        otherwise distributable thereon (without regard to reductions for allocations
        of
        Deferred Interest).

       

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

      


      
        
          
            
            

          

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

       

      (j) On
        each
        Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
        to the Holders of the Class P-I Certificates, any Prepayment Penalty Amounts
        paid by borrowers upon voluntary full or partial prepayment of the Mortgage
        Loans in Pool 1. On each Distribution Date, the Paying Agent shall distribute
        to
        the Holders of the Class P-II Certificates, any Prepayment Penalty Amounts
        paid
        by borrowers upon voluntary full or partial prepayment of the Mortgage Loans
        in
        Pool 2.

       

      (k) On
        each
        Distribution Date, the Trustee (or Paying Agent, as applicable) shall distribute
        to the Holder of the Class R-II Certificate any Available Distribution Amount
        for Pool 2 remaining for such Distribution Date after application of all
        amounts
        described in paragraph (a) through (j) of this Section 5.02. Any distributions
        pursuant to this paragraph (k) shall not reduce the Class Principal Amount
        of
        the Class R-II Certificate.

       

      (l) On
        each
        Distribution Date, an amount equal to the aggregate FPD Premiums with respect
        to
        Pool 1 Mortgage Loans collected during the preceding Prepayment Period shall
        be
        distributed to the 1-X Component of the Class X Certificates.

       

      (m) On
        each
        Distribution Date, an amount equal to the aggregate FPD Premiums with respect
        to
        Pool 2 Mortgage Loans collected during the preceding Prepayment Period shall
        be
        distributed to the Class 2-AX Certificates.

       

      (n) For
        federal income tax purposes, the C-X Component of the Class X Certificates
        shall
        evidence ownership of the Pool 1 Interest Cap Agreement. Any Amounts received
        by
        the Trustee (or Paying Agent, as applicable) in respect of the Pool 1 Interest
        Rate Cap Agreement shall be promptly deposited by the Trustee (or Paying
        Agent,
        as applicable) into the Pool 1 Basis Risk Reserve Fund.

      


      
        
          
            
            

          

          
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      Section
        5.03. Allocation
        of Realized Losses.
        

       

      (a) (i)
        On
        each Distribution Date, the Class Principal Amounts of the Pool 1 Certificates
        shall be reduced by the amount of any Pool 1 Applied Loss Amount for such
        Distribution Date in the following order of priority:

       

      first,
        to the
        Class M-7 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      second,
        to the
        Class M-6 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      third,
        to the
        Class M-5 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      fourth,
        to the
        Class M-4 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      fifth,
        to the
        Class M-3 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      sixth,
        to the
        Class M-2 Certificates, until the Class Principal Amount thereof has been
        reduced to zero; and

       

      seventh,
        to the
        Class M-1 Certificates, until the Class Principal Amount thereof has been
        reduced to zero;

       

      eighth,
        to the
        Classes of Pool 1 Senior Certificates, pro
        rata,
        in
        accordance with their Class Principal Amounts; provided, however, that any
        Pool
        1 Applied Loss Amount otherwise allocable to the Class 1-A1 and Class 1-A2
        Certificates pursuant to this Section 5.03 shall be allocated to the Class
        1-A3
        Certificates until the Class Principal Amount of such Class has been reduced
        to
        zero. 

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

      seventh,
        to the
        Classes of Pool 2 Senior Certificates of the related Certificate Group, pro
        rata, in accordance with their Class Principal Amount; provided, however,
        that
        any Realized Losses otherwise allocable to the Class 2-A1 Certificates pursuant
        to this Section 5.03 shall be allocated to the Class 2-A2 Certificates until
        the
        Class Principal Amount of such Class has been reduced to zero.

       

      Notwithstanding
        the foregoing, the first $0.96 of principal portion of Realized Losses in
        Pool 2
        shall not be allocated to any Class of Certificates.

       

      (b) With
        respect to any Distribution Date, the principal portion of any Excess Loss
        in
        respect of a Mortgage Loan shall be allocated if such Mortgage Loan is in
        Pool
        2, pro
        rata,
        to the
        Pool 2 Senior Certificates and the Pool 2 Subordinate Certificates; provided,
        that any such loss allocated to any Class of Accrual Certificates shall be
        allocated (subject to Section
        5.03(c)) on the basis of the lesser of (x) the Class Principal Amount thereof
        immediately prior to the applicable Distribution Date and (y) the Class
        Principal Amount thereof on the Closing Date (as reduced by any Realized
        Losses
        previously allocated thereto).

       

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

       

      (d) Pool
        1
        Applied Loss Amounts or Realized Losses allocated in accordance with this
        Section 5.03 shall be allocated on the Distribution Date in the month following
        the month in which such loss was incurred and, in the case of the principal
        portion thereof, after giving effect to distributions made on such Distribution
        Date.

       

      (e) On
        each
        Distribution Date, amounts described in clauses (x) and (y) of the definition
        of
        Subordinate Certificate Writedown Amount for such date shall effect
        corresponding reductions in the Class Principal Amount of the lowest ranking
        Class of outstanding Pool 2 Subordinate Certificates, which reductions shall
        occur on such Distribution Date after giving effect to distributions made
        on
        such Distribution Date.

       

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

      


      
        
          
            
            

          

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

       

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

       

      Section
        5.05. Compensating
        Interest Payments.

       

      The
        Master Servicer shall not be responsible for making any Compensating Interest
        Payments not made by the Servicers. Any Compensating Interest Payments on
        Pool 2
        Mortgage Loans made by the Servicers shall be a component of the Available
        Distribution Amount. Any Compensating Interest Payments on Pool 1 Mortgage
        Loans
        made by the Servicers shall be a component of the Interest Remittance
        Amount.

      


      
        
          
            
            

          

          
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      Section
        5.06. Funding
        Account.

       

      (a) No
        later
        than the Closing Date, the Trustee shall establish and maintain a segregated
        trust account that is an Eligible Account, which shall be titled “Funding
        Account, U.S Bank National Association as trustee, in trust for the registered
        holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
        Certificates Series 2007-2” (the “Funding Account”). The Trustee shall, promptly
        upon receipt, deposit in the Funding Account and retain therein the Funding
        Amount remitted on the Closing Date to the Trustee by the Depositor. As of
        the
        closing date, the amount of $963,082.09 was deposited into the Funding Account.
        Funds deposited in the Funding Account shall be held in trust by the Trustee
        on
        behalf of the Certificateholders for the uses and purposes set forth herein.
        On
        the Distribution Date in March 2007, the Trustee will withdraw from the Funding
        Account an amount equal to the Funding Amount. The Trustee shall pay (i)
        the
        Funding Amount with respect to Pool 1 to the Certificateholders in accordance
        with the priorities set forth in Section 5.02 as if the interest portion
        of such
        amounts were included in the Interest Remittance Amount for Pool 1 and as
        if the
        principal portion of such amounts were included in the Principal Remittance
        Amount for Pool 1 and (ii) the Funding Amount with respect to Pool 2 to the
        Certificateholders in accordance with the priorities set forth in Section
        5.02
        as if such amounts were included in the Available Distribution Amount of
        Pool 2,
        provided, however, that the Trustee shall not be entitled to any payment
        pursuant to Sections 5.02(b)(i) or 5.02(c)(i)(A) with respect to the Funding
        Amount.

       

      (b) The
        Trustee will invest funds deposited in the Funding Account in Eligible
        Investments as directed in writing by the Depositor (provided that if the
        Trustee does not receive written direction from the Depositor, the amounts
        in
        the Funding Account shall not be invested) with a maturity date no later
        than
        the Business Day preceding the first Distribution Date. For federal income
        tax
        purposes, the Depositor shall be the owner of the Funding Account and shall
        report all items of income, deduction, gain or loss arising therefrom. At
        no
        time will the Funding Account be an asset of any of the REMICs provided for
        herein. All income and gain realized from investment of funds deposited in
        the
        Funding Account shall be for the sole and exclusive benefit of the Depositor
        and
        shall be remitted by the Trustee to the Depositor within eight (8) Business
        Days
        of the first Distribution Date. The Depositor shall deposit in the Funding
        Account the amount of any net loss incurred in respect of any such Eligible
        Investment immediately upon realization of such loss.

       

      (c) On
        the
        Distribution Date in March 2007, any amounts remaining on deposit in the
        Funding
        Account after withdrawals pursuant to paragraph (a) above shall be withdrawn
        by
        the Trustee and paid to the Depositor or its designee and the Trustee shall
        terminate the Funding Account on such first Distribution Date.

       

      (d) For
        purposes of computations throughout this Agreement (other than for purposes
        of
        computing any fee or the Net WAC of any Pool or portion thereof), (i) Pool
        1
        shall be deemed to include certain Mortgage Loans with a Scheduled Principal
        Balance as of the Cut-off Date of $540,000.00
        that
        are
        prepaid in full on the Closing Date such that their Scheduled Principal Balance
        for all Distribution Dates is $0 and (ii) Pool
        2
        shall be deemed to include certain Pool 2 Mortgage Loans with a Scheduled
        Principal Balance as of the Cut-off Date of $417,891.88
        that
        are
        prepaid in full on the Closing Date such that their Scheduled Principal Balance
        for all Distribution Dates is $0.

      


      
        
          
            
            

          

          
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      Section
        5.07. Basis
        Risk Reserve Funds.

       

      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, and on
        behalf of the Trust Fund, in trust for the benefit of the holders of the
        Pool 1
        Certificates, the Pool 1 Basis Risk Reserve Fund. In addition, the Trustee
        shall
        hold on behalf of the Trust Fund, the Pool 1 Interest Rate Cap Agreement
        as an
        asset in the Pool 1 Basis Risk Reserve Fund. The Pool 1 Basis Risk Reserve
        Fund
        shall be an Eligible Account, and funds on deposit therein shall be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Trustee held pursuant
        to this
        Agreement.

       

      (b) On
        each
        Distribution Date on which there is a payment received under the Pool 1 Interest
        Rate Cap Agreement that is based on a notional amount in excess of the aggregate
        Class Principal Amount of the Pool 1 Certificates (such amount, the “C-X
        Component Excess Cap Amount”), the Trustee shall distribute such C-X Component
        Excess Cap Amount to the Class X Certificateholders in respect of the C-X
        Component pursuant to Section 5.02(e)(iv). On each Distribution Date the
        Trustee
        shall distribute in the order of priority and to the extent specified in
        Section
        5.02(e)(iv) of this Agreement the sum of (without duplication) (a) any payments
        made by the Cap Counterparty to the Trust Fund for such Distribution Date
        with
        respect to the Pool 1 Interest Rate Cap Agreement and (b) any amounts then
        on
        deposit in the Pool 1 Basis Risk Reserve Fund, including any earnings thereon.
        On any Distribution Date, any amounts that the Trustee is not required to
        distribute from the Pool 1 Basis Risk Reserve Fund pursuant to Section
        5.02(e)(iv)of this Agreement shall remain on deposit in the Pool 1 Basis
        Risk
        Reserve Fund.

       

      (c) Funds
        in
        the Pool 1 Basis Risk Reserve Fund shall be invested in Eligible Investments.
        The C-X Component of the Class X Certificates shall evidence ownership of
        the
        portion of the Pool 1 Basis Risk Reserve Fund related to the Pool 1 Interest
        Rate Cap Agreement for federal income tax purposes and LBH on behalf of the
        Holders thereof shall direct the Trustee, in writing, as to investment of
        amounts on deposit therein. LBH shall be liable for any losses incurred on
        such
        investments. In the absence of written instructions from LBH as to investment
        of
        funds on deposit in the Pool 1 Basis Risk Reserve Fund, such funds shall
        remain
        uninvested. The Pool 1 Basis Risk Reserve Fund will be terminated after the
        termination of the Trust Fund pursuant to Article VII.

       

      Section
        5.08. Supplemental
        Interest Trust.

       

      (a) A
        separate trust is hereby established (the “Supplemental Interest Trust”), the
        corpus of which shall be held by the Trustee, on behalf of the Trust Fund,
        for
        the benefit of the holders of the Certificates and the Swap Counterparty.
        The
        Trustee, as trustee of the Supplemental Interest Trust, shall establish an
        account (the “Supplemental Interest Trust Account”). The Supplemental Interest
        Trust Account shall be an Eligible Account, and funds on deposit therein
        shall
        be held separate and apart from, and shall not be commingled with, any other
        moneys, including, without limitation, other moneys of the Trustee held pursuant
        to this Agreement. 

      


      
        
          
            
            

          

          
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      (b) The
        Trustee shall deposit into the Supplemental Interest Trust Account any Net
        Swap
        Payment required pursuant to Sections 5.02(b)(ii), 5.02(c)(i)(B) and
        5.02(c)(ii)(B), any Swap Termination Payment required pursuant to Sections
        5.02(b)(ii), 5.02(c)(i)(B) and 5.02(c)(ii)(B), any amounts received from
        the
        Swap Counterparty under the Swap Agreement and any amounts required pursuant
        to
        Section 5.02(e)(vii), and shall distribute from the Supplemental Interest
        Trust
        Account any Net Swap Payment required pursuant to Section 5.02(f)(i) or Swap
        Termination Payment required pursuant to Sections 5.02(f)(ii) and
        (x).

       

      (c) Funds
        in
        the Supplemental Interest Trust Account shall be invested in Eligible
        Investments. Any earnings on such amounts shall be distributed on each
        Distribution Date pursuant to Section 5.02(f). The S-X Component of the Class
        X
        Certificates shall evidence ownership of the Supplemental Interest Trust
        Account
        for federal income tax purposes and the Holder thereof shall direct the Trustee,
        in writing, as to investment of amounts on deposit therein. The Class X
        Certificateholders shall be liable for any losses incurred on such investments.
        In the absence of written instructions from the Class X Certificateholders
        as to
        investment of funds on deposit in the Supplemental Interest Trust Account,
        such
        funds shall be invested in the Wells Fargo Advantage Prime Money Market Fund
        or
        comparable investment vehicle. Any amounts on deposit in the Supplemental
        Interest Trust Account in excess of the Supplemental Interest Trust Amount
        on
        any Distribution Date shall be held for distribution pursuant to Section
        5.02(f)
        on the following Distribution Date.

       

      (d) Upon
        termination of the Trust Fund, any amounts remaining in the Supplemental
        Interest Trust Account shall be distributed pursuant to the priorities set
        forth
        in Section 5.02(f).

       

      (e) (Reserved)

       

      (f) To
        the
        extent that the Supplemental Interest Trust is determined to be a separate
        legal
        entity from the Trustee, any obligation of the Trustee under the Swap Agreement
        shall be deemed to be an obligation of the Supplemental Interest
        Trust.

       

      Section
        5.09. Collateral
        Account.

       

      In
        the
        event that the Swap Counterparty is required to post collateral pursuant
        to a
        downgrade event under the Swap Agreement, the Trustee, on behalf of the Trust
        Fund, is hereby authorized to establish on the Closing Date, a Collateral
        Account for the deposit of such monies. Funds in the Collateral Account shall
        not be commingled with any other monies and shall not be invested. Funds
        in the
        Collateral Account will be administered pursuant to the Credit Support Annex
        of
        the Swap Agreement. The Collateral Account shall not be an asset of any REMIC.
        On the first Distribution Date immediately following any Swap Payment Date
        as to
        which a shortfall exists with respect to a Net Swap Payment or a Swap
        Termination Payment owed by the Swap Counterparty as a result of its failure
        to
        make payments pursuant to the Swap Agreement, amounts necessary to cover
        such
        shortfall shall be removed from the Collateral Account and distributed as
        all or
        a portion of such Net Swap Payment or Swap Termination Payment pursuant to
        Section 5.02.

       

      Section
        5.10. Rights
        of Swap Counterparty.
        

      

        
          
            
            

          

          
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      The
        Swap
        Counterparty shall be deemed a third-party beneficiary of this Agreement
        to the
        same extent as if it were a party hereto and shall have the right, upon
        designation of an “Early Termination Date” (as defined in the Swap Agreement),
        to enforce its rights under this Agreement, which rights include but are
        not
        limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
        required pursuant to Sections 5.02(b)(ii), 5.02(c)(i)(B) and 5.02(c)(ii)(B),
        and
        any Swap Termination Payment required pursuant to Sections 5.02(b)(ii),
        5.02(c)(i)(B) and 5.02(c)(ii)(B), into the Supplemental Interest Trust Account,
        (B) to deposit any amounts required pursuant to Section 5.08(b) into the
        Supplemental Interest Trust Account, (C) to pay any Net Swap Payment required
        pursuant to Section 5.02(f)(i) or Swap Termination Payment required pursuant
        to
        Sections 5.02(f)(ii) and (x) to the Swap Counterparty and (D) to establish
        and
        maintain the Supplemental Interest Trust Account, to make such deposits thereto,
        investments therein and distributions therefrom as are required pursuant
        to
        Section 5.08. For the protection and enforcement of the provisions of this
        Section the Swap Counterparty shall be entitled to such relief as can be
        given
        either at law or in equity.

       

      Section
        5.11. Termination
        Receipts.
        

       

      In
        the
        event of an “Early Termination Event” as defined under the Swap Agreement, (i)
        any Swap Termination Payment made by the Swap Counterparty to the Supplemental
        Interest Trust and paid pursuant to Section 5.02(f)(ix) (“Termination Receipts”)
        will be deposited in a segregated non-interest bearing account which shall
        be an
        Eligible Account established by the Trustee (the “Termination Receipts Account”)
        and (ii) any amounts received from a replacement Swap Counterparty (“Replacement
        Receipts”) will be deposited in a segregated non-interest bearing account which
        shall be an Eligible Account established by the Trustee (the “Replacement
        Receipts Account”). The Trustee shall invest, or cause to be invested, funds
        held in the Termination Receipts Account and the Replacement Receipts Account
        in
        time deposits of the Trustee as permitted by clause (ii) of the definition
        of
        Eligible Investments or as otherwise directed in writing by a majority of
        the
        Certificateholders. All such investments must be payable on demand or mature
        on
        a Swap Payment Date or such other date as directed by the Certificateholders.
        All such Eligible Investments will be made in the name of the Trustee of
        the
        Supplemental Interest Trust (in its capacity as such) or its nominee. All
        income
        and gain realized from any such investment shall be deposited in the Termination
        Receipts Account or the Replacement Receipts Account, as applicable, and
        all
        losses, if any, shall be borne by the related account. The Trustee shall
        have no
        liability for losses on investments in Eligible Investments made pursuant
        to
        this Section 5.11 (other than as obligor on any such investments). 

       

      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Swap Agreement(s)
        and
        the Trustee shall promptly, with the assistance and cooperation of the
        Depositor, use amounts on deposit in the Termination Receipts Account, if
        necessary, to enter into replacement Swap Agreement(s) which shall be executed
        and delivered by the Trustee on behalf of the Supplemental Interest Trust
        upon
        receipt of written confirmation from each Rating Agency that such replacement
        Swap Agreement(s) will not result in the reduction or withdrawal of the rating
        of any outstanding Class of Certificates with respect to which it is a Rating
        Agency. 

       

      Amounts
        on deposit in the Replacement Receipts Account shall be held for the benefit
        of
        the related Swap Counterparty and paid to such Swap Counterparty if the
        Supplemental Interest Trust is required to make a payment to such Swap
        Counterparty following an event of default or termination event with respect
        to
        the Supplemental Interest Trust under the related Swap Agreement. Any amounts
        not so applied shall, following the termination or expiration of such Swap
        Agreement, be paid to the S-X Component of the Class X Certificates. Neither
        the
        Termination Receipts Account nor the Replacement Receipts Account shall be
        the
        asset of any REMIC.

      


      
        
          
            
            

          

          
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      Section
        5.12. 1-X
        Component Account.

       

      (a) No
        later
        than the first date on which any NIM Securities are issued , the Trustee
        shall
        establish and maintain in its name, on behalf of the Trust Fund, for the
        benefit
        of the holders of the Class X Certificates, the 1-X Component Account and
        the
        Depositor may deposit a dollar amount into the 1-X Component Account. The
        1-X
        Component Account shall be an Eligible Account, and funds on deposit therein
        shall be held separate and apart from, and shall not be commingled with,
        any
        other moneys, including, without limitation, other moneys of the Trustee
        held
        pursuant to this Agreement.

       

      (b) Funds
        in
        the 1-X Component Account may be invested in Eligible Investments having
        fixed
        maturities described in clauses (i), (iv), (v) or (vii) of the definition
        thereof by the Trustee at the written direction of the holders of the Class
        C
        Certificates maturing on or prior to the next succeeding Distribution Date.
        No
        Eligible Investments shall be acquired or disposed of for the primary purpose
        of
        recognizing gains or decreasing losses from market value changes. Any funds
        held
        in the 1-X Component Account that are not invested shall be held in cash.
        In the
        absence of such written direction, all funds in the 1-X Component Account
        shall
        remain uninvested. Any investment earnings on such amounts shall be payable
        to
        the Class C Certificates. The Trustee shall account for the 1-X Component
        Account as an outside reserve fund within the meaning of Treasury regulation
        1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement.
        The Class C Certificates shall evidence ownership of the 1-X Component Account
        for federal tax purposes and the Holders thereof shall direct the Trustee
        in
        writing as to the investment of amounts therein. Upon termination of the
        1-X
        Component Account, any amounts remaining in the 1-X Component Account shall
        be
        distributed to the holders of the Class C Certificates in the same manner
        as if
        distributed pursuant to section 5.02(g)(i) hereof. The Trustee shall have
        no
        liability for losses on investments in Eligible Investments made pursuant
        to
        this Section 5.12(b) (other than as obligor on any such investments).


       

      (c) On
        each
        Distribution Date on or prior to the 1-X Component Termination Date, amounts
        on
        deposit in the 1-X Component Account will be withdrawn and applied to make
        payments on the Class X and Class C Certificates, as provided in Section
        5.02(g)(i) of this Agreement. Any amounts that the Trustee is not required
        to
        distribute from the 1-X Component Account pursuant to section 5.02(g) of
        this
        Agreement shall remain on deposit in the 1-X Component Account.

       

      (d) The
        1-X
        Component Account shall terminate on the earlier of (i) the 1-X Component
        Account Termination Date or (ii) the Distribution Date on which the amount
        on
        deposit in the 1-X Component Account is reduced to zero.

      


      
        
          
            
            

          

          
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      ARTICLE
        VI

       

      CONCERNING
        THE TRUSTEE; EVENTS OF DEFAULT

       

      Section
        6.01. Duties
        of Trustee.

       

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

       

      (b) The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they are, on their face,
        in
        the form required by this Agreement; provided, however, that the Trustee
        shall
        not be responsible for the accuracy or content of any such resolution,
        certificate, statement, opinion, report, document, order or other instrument
        furnished by the Master Servicer, the Cap Counterparty, the Swap Counterparty,
        the NIMS Insurer or any Servicer to the Trustee, pursuant to this Agreement,
        and
        the Trustee shall not be required to recalculate or verify any numerical
        information furnished to the Trustee pursuant to this Agreement. Subject
        to the
        immediately preceding sentence, if any such resolution, certificate, statement,
        opinion, report, document, order or other instrument is found not to conform
        on
        its face to the form required by this Agreement in a material manner the
        Trustee
        shall notify the Person providing such resolutions, certificates, statements,
        opinions, reports or other documents of the non-conformity, and if the
        instrument is not corrected to the Trustee’s satisfaction, the Trustee will
        provide notice thereof to the Certificateholders and any NIMS Insurer and
        will,
        at the expense of the Trust Fund, which expense shall be reasonable given
        the
        scope and nature of the required action, take such further action as directed
        by
        the Certificateholders and any NIMS Insurer.

       

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

       

      (i) The
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        consent or direction of Holders of Certificates as provided in Section 6.18
        hereof;

      


      
        
          
            
            

          

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

       

      (iii) With
        respect to amounts that would be treated as “unanticipated expenses” within the
        meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) if paid or reimbursed
        by the REMICs hereunder, no provision of this Agreement shall require the
        Trustee to expend or risk its own funds or otherwise incur any financial
        liability in the performance of any of its duties hereunder, or in the exercise
        of any of its rights or powers, if it shall have reasonable grounds for
        believing that repayment of such funds or adequate indemnity against such
        risk
        or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the Master Servicer under this Agreement except, with respect to the Trustee,
        during such time, if any, as the Trustee shall be the successor to, and be
        vested with the rights, duties, powers and privileges of, the Master Servicer
        in
        accordance with the terms of this Agreement.

       

      (iv) The
        Trustee shall not be responsible for the acts or omissions of any Servicer,
        Custodian or the Master Servicer, it being understood that this Agreement
        shall
        not be construed to render any of them agents of one another.

       

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

       

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

       

      (f) The
        Trustee shall not be required to perform services under this Agreement, or
        to
        expend or risk its own funds or otherwise incur financial liability for the
        performance of any of its duties hereunder or the exercise of any of its
        rights
        or powers if there is reasonable ground for believing that the timely payment
        of
        its fees and expenses or the repayment of such funds or adequate indemnity
        against such risk or liability is not reasonably assured to it, and none
        of the
        provisions contained in this Agreement shall in any event require the Trustee
        to
        perform, or be responsible for the manner of performance of, any of the
        obligations of the Master Servicer or any Servicer under this Agreement or
        any
        Servicing Agreement except during such time, if any, as the Trustee shall
        be the
        successor to, and be vested with the rights, duties, powers and privileges
        of
        the Master Servicer in accordance with the terms of this Agreement.

      


      
        
          
            
            

          

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

       

      (h) Except
        as
        otherwise provided herein, the Trustee shall not have any duty (A) to see
        to any
        recording, filing, or depositing of this Agreement or any agreement referred
        to
        herein or any financing statement or continuation statement evidencing a
        security interest, or to see to the maintenance of any such recording or
        filing
        or depositing or to any re-recording, re-filing or re-depositing of any thereof,
        (B) to see to any insurance, (C) to see to the payment or discharge of any
        tax,
        assessment, or other governmental charge or any lien or encumbrance of any
        kind
        owing with respect to, assessed or levied against, any part of the Trust
        Fund
        other than from funds available in the Collection Account or the Certificate
        Account, or (D) to confirm or verify the contents of any reports or certificates
        of the Master Servicer, any Custodian, any Servicer, the Swap Counterparty,
        the
        Cap Counterparty, the NIMS Insurer or the Depositor delivered to the Trustee
        pursuant to this Agreement believed by the Trustee, to be genuine and to
        have
        been signed or presented by the proper party or parties.

       

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

       

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

       

      (k) The
        Trustee shall not be responsible for the acts or omissions of any Servicer,
        Custodian or the Master Servicer, it being understood that this Agreement
        shall
        not be construed to render any of them agents of one another.

       

      (l) For
        so
        long as the Depositor is subject to Exchange Act reporting requirements for
        the
        Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
        Certificates, Series 2007-2, the Trustee
        shall give prior written notice to the Sponsor, the Master Servicer and the
        Depositor of the appointment of any Subcontractor by it and a written
        description (in form and substance satisfactory to the Sponsor and the
        Depositor) of the role and function of each Subcontractor utilized by the
        Trustee, specifying (A) the identity of each such Subcontractor and (B) which
        elements of the servicing criteria set forth under Item 1122(d) of Regulation
        AB
        will be addressed in assessments of compliance provided by each such
        Subcontractor.

      


      
        
          
            
            

          

          
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      (m) The
        Trustee shall notify the Sponsor, the Master Servicer and the Depositor within
        five (5) calendar days of knowledge thereof (i) of any legal proceedings
        pending
        against the Trustee of the type described in Item 1117 (§ 229.1117) of
        Regulation AB, and (ii) of any merger, consolidation or sale of substantially
        all of the assets of the Trustee, and (iii) if the Trustee shall become (but
        only to the extent not previously disclosed) at any time an affiliate of
        any of
        the parties listed on Exhibit R hereto. On or before March 1st
        of each
        year, the Depositor shall distribute the information on Exhibit R to the
        Trustee.

       

      Section
        6.02. Certain
        Matters Affecting the Trustee.

       

      Except
        as
        otherwise provided in Section 6.01:

       

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

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

          
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      (f) The
        Trustee shall not be under any obligation to exercise any of the trusts or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto, in each case at the request,
        order
        or direction of any of the Certificateholders or any NIMS Insurer pursuant
        to
        the provisions of this Agreement, unless such Certificateholders or any NIMS
        Insurer shall have offered to the Trustee reasonable security or indemnity
        against the costs, expenses and liabilities which may be incurred therein
        or
        thereby;

       

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

       

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

       

      Section
        6.03. Trustee
        Not Liable for Certificates.

       

      The
        Trustee makes no representations as to the validity or sufficiency of this
        Agreement, the Swap Agreement, the Pool 1 Interest Rate Cap Agreement or
        any
        Custodial Agreement, of the Certificates (other than the certificate of
        authentication on the Certificates), or of any Mortgage Loan or Servicing
        Agreement, or related document save that the Trustee represents that, assuming
        due execution and delivery by the other parties hereto, this Agreement has
        been
        duly authorized, executed and delivered by it and constitutes its valid and
        binding obligation, enforceable against it in accordance with its terms except
        that such enforceability may be subject to (A) applicable bankruptcy and
        insolvency laws and other similar laws affecting the enforcement of the rights
        of creditors generally, and (B) general principles of equity regardless of
        whether such enforcement is considered in a proceeding in equity or at law.
        The
        Trustee shall not be accountable for the use or application by the Depositor
        of
        funds paid to the Depositor in consideration of the assignment of the Mortgage
        Loans to the Trust Fund by the Depositor or for the use or application of
        any
        funds deposited into the Collection Account, the Certificate Account, any
        Escrow
        Account or any other fund or account maintained with respect to the
        Certificates. The Trustee shall not be responsible for the legality or validity
        of this Agreement, the Swap Agreement, the Pool 1 Interest Rate Cap Agreement,
        the Custodial Agreements or the Servicing Agreements or the validity, priority,
        perfection or sufficiency of the security for the Certificates issued or
        intended to be issued hereunder. Except as otherwise provided herein, the
        Trustee shall not have any responsibility for filing any financing or
        continuation statement in any public office at any time or to otherwise perfect
        or maintain the perfection of any security interest or lien granted to it
        hereunder or to record this Agreement.

       

      Section
        6.04. Trustee
        May Own Certificates.

       

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

      


      
        
          
            
            

          

          
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      Section
        6.05. Eligibility
        Requirements for Trustee.

       

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

       

      Section
        6.06. Resignation
        and Removal of Trustee.

       

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

       

      (b) If
        at any
        time (i) the Trustee shall cease to be eligible in accordance with the
        provisions of Section 6.05 and shall fail to resign after written request
        therefor by the Depositor or any NIMS Insurer, (ii) the Trustee shall become
        incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
        of the Trustee or of its property shall be appointed, or any public officer
        shall take charge or control of the Trustee or of its property or affairs
        for
        the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
        imposed or threatened with respect to the Trust Fund by any state in which
        the
        Trustee or the Trust Fund held by the Trustee is located, (iv) the Trustee
        shall
        fail to provide the information required pursuant to Subsection 6.01 (l),
        (v)
        the continued use of the Trustee would result in a downgrading of the rating
        by
        the Rating Agencies of any Class of Certificates with a rating or (vi) the
        Trustee shall fail to provide the information, reports or assessments or
        attestations required pursuant to Section 9.25 hereof, then the Depositor
        or any
        NIMS Insurer shall remove the Trustee and appoint a successor trustee by
        written
        instrument, one copy of which instrument shall be delivered to the Trustee
        so
        removed, one copy to the successor trustee, one copy to each of the Rating
        Agencies and one copy to the Master Servicer, the Swap Counterparty and any
        NIMS
        Insurer.

       

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

      


      
        
          
            
            

          

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

       

      Section
        6.07. Successor
        Trustee.

       

      (a) Any
        successor trustee appointed as provided in Section 6.06 shall execute,
        acknowledge and deliver to the Depositor, the Master Servicer, any NIMS Insurer,
        the Swap Counterparty and to its predecessor trustee an instrument accepting
        such appointment hereunder, and thereupon the resignation or removal of the
        predecessor trustee shall become effective and such successor trustee without
        any further act, deed or conveyance, shall become fully vested with all the
        rights, powers, duties and obligations of its predecessor hereunder, with
        like
        effect as if originally named as trustee herein. The predecessor trustee
        shall
        deliver to the successor trustee (or assign to the successor trustee its
        interest under each Custodial Agreement, to the extent permitted thereunder)
        all
        Mortgage Files and documents and statements related to each Mortgage File
        held
        by it hereunder, and shall duly assign, transfer, deliver and pay over to
        the
        successor trustee the entire Trust Fund, together with all necessary instruments
        of transfer and assignment or other documents properly executed necessary
        to
        effect such transfer and such of the record or copies thereof maintained
        by the
        predecessor trustee in the administration hereof as may be requested by the
        successor trustee and shall thereupon be discharged from all duties and
        responsibilities under this Agreement. In addition, the Master Servicer and
        the
        predecessor trustee shall execute and deliver such other instruments and
        do such
        other things as may reasonably be required to more fully and certainly vest
        and
        confirm in the successor trustee all such rights, powers, duties and
        obligations.

       

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

       

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

       

      Section
        6.08. Merger
        or Consolidation of Trustee.
        

       

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

      


      
        
          
            
            

          

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

       

      (a) Notwithstanding
        any other provisions hereof, at any time, the Trustee, the Depositor or the
        Certificateholders evidencing more than 50% of the Class Principal Amount
        (or
        Class Notional Amount) of each Class of Certificates shall each have the
        power
        from time to time to appoint one or more Persons approved by the Trustee
        and any
        NIMS Insurer to act either as co-trustees jointly with the Trustee, or as
        separate trustees, or as custodians, for the purpose of holding title to,
        foreclosing or otherwise taking action with respect to any Mortgage Loan
        outside
        the state where the Trustee has its principal place of business where such
        separate trustee or co-trustee is necessary or advisable (or the Trustee
        has
        been advised by the Master Servicer that such separate trustee or co-trustee
        is
        necessary or advisable) under the laws of any state in which a property securing
        a Mortgage Loan is located or for the purpose of otherwise conforming to
        any
        legal requirement, restriction or condition in any state in which a property
        securing a Mortgage Loan is located or in any state in which any portion
        of the
        Trust Fund is located. The separate trustees, co-trustees, or custodians
        so
        appointed shall be trustees or custodians for the benefit of all the
        Certificateholders and shall have such powers, rights and remedies as shall
        be
        specified in the instrument of appointment; provided, however, that no such
        appointment shall, or shall be deemed to, constitute the appointee an agent
        of
        the Trustee. The obligation of the Trustee to make Advances pursuant to Section
        5.04 and 6.14 hereof shall not be affected or assigned by the appointment
        of a
        co-trustee, provided, however, that prior to the appointment hereunder of
        any
        such co-trustee, separate trustee, or custodian pursuant to this Section
        6.09,
        such Person shall enter into an agreement, in form and substance satisfactory
        to
        the Depositor, the Master Servicer and the Trustee, relating to the satisfaction
        of such Person of its reporting obligations under Regulation AB with respect
        to
        the Trust Fund. The Trustee shall not be responsible for any action or omission
        of any separate trustee, co-trustee or custodian. Notwithstanding the foregoing,
        if such co-custodian or co-trustee is determined to be a Servicing Function
        Participant, no such co-custodian or co-trustee shall be vested with any
        powers,
        rights and remedies under this Agreement unless such party has agreed to
        comply
        with all Regulation AB requirements set forth under this Agreement or each
        Custodial Agreement, as applicable.

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

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

       

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

       

      (d) Any
        separate trustee, co-trustee or custodian may, at any time, constitute the
        Trustee its agent or attorney-in-fact with full power and authority, to the
        extent not prohibited by law, to do any lawful act under or in respect of
        this
        Agreement on its behalf and in its name. If any separate trustee, co-trustee
        or
        custodian 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 Trustee, to the extent permitted by law, without the
        appointment of a new or successor trustee.

       

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

       

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

      


      
        
          
            
            

          

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

       

      (h) Notwithstanding
        the foregoing, for so long as reports are required to be filed with the
        Commission under the Exchange Act with respect to the Trust, the Trustee
        shall
        not utilize any Subcontractor for the performance of its duties hereunder
        if
        such Subcontractor would be “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB without (a) giving notice to the Seller,
        the Master Servicer and the Depositor and (b) requiring any such Subcontractor
        to provide to the Trustee an assessment report as provided in Section 9.25(a)
        and an attestation report as provided in Section 9.25(b), which reports the
        Trustee shall include in its assessment and attestation reports, and to the
        extent such subcontractor is acting in a trust capacity, the information
        (as
        though such subcontractor was the Trustee) pursuant to Section 6.01(m) and
        6.20(e)(iv) for delivery by the Trustee thereunder,. The Trustee shall indemnify
        the Depositor, the Master Servicer and any director, officer, employee or
        agent
        of each of the Depositor and the Master Servicer, and hold them harmless
        against
        any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
        and necessary legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that any of them may sustain arising out of or based on the
        failure
        by the Trustee (i) to give notice of the engagement of any Subcontractor
        or (ii)
        to require any Subcontractor to provide the Trustee or fail to provide to
        the
        master Servicer and the Depositor the information, when and as required,
        pursuant to this section 6.09(h). This indemnity shall survive the termination
        of this Agreement or the earlier resignation or removal of the
        Trustee.

       

      Section
        6.10. Authenticating
        Agents.

       

      (a) The
        Trustee may appoint one or more Authenticating Agents which shall be authorized
        to act on behalf of the Trustee in authenticating Certificates. The Trustee
        hereby appoints the Trustee to act as the initial Authenticating Agent, and
        the
        Trustee hereby accepts such appointment. Notwithstanding anything to the
        contrary provided herein, wherever reference is made in this Agreement to
        the
        authentication of Certificates by the Trustee or the Trustee’s certificate of
        authentication, such reference shall be deemed to include authentication
        on
        behalf of the Trustee by an Authenticating Agent and a certificate of
        authentication executed on behalf of the Trustee by an Authenticating Agent.
        Each Authenticating Agent must be a corporation organized and doing business
        under the laws of the United States of America or of any state, having a
        combined capital and surplus of at least $15,000,000, authorized under such
        laws
        to do a trust business and subject to supervision or examination by federal
        or
        state authorities and acceptable to any NIMS Insurer, such consent shall
        not be
        unreasonably withheld.

       

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

      


      
        
          
            
            

          

          
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      (c) (c) Any
        Authenticating Agent may at any time resign by giving at least 30 days’ advance
        written notice of resignation to the Trustee, any NIMS Insurer and the
        Depositor. The Trustee may at any time terminate the agency of any
        Authenticating Agent by giving written notice of termination to such
        Authenticating Agent, any NIMS Insurer and the Depositor. Upon receiving
        a
        notice of resignation or upon such a termination, or in case at any time
        any
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section 6.10, the Trustee may appoint a successor
        Authenticating Agent, shall give written notice of such appointment to the
        Depositor and any NIMS Insurer and shall mail notice of such appointment
        to all
        Holders of Certificates. Any successor Authenticating Agent upon acceptance
        of
        its appointment hereunder shall become vested with all the rights, powers,
        duties and responsibilities of its predecessor hereunder, with like effect
        as if
        originally named as Authenticating Agent. No successor Authenticating Agent
        shall be appointed unless eligible under the provisions of this Section 6.10. No
        Authenticating Agent shall have responsibility or liability for any action
        taken
        by it as such at the direction of the Trustee, provided that such action
        was
        undertaken without negligence or willful misconduct. Any Authenticating Agent
        shall be entitled to reasonable compensation for its services and, if paid
        by
        the Trustee, it shall be a reimbursable expense pursuant to Section
        6.12.

       

      Section
        6.11. Indemnification
        of Trustee.

       

      The
        Trustee and its respective directors, officers, employees and agents shall
        be
        entitled to indemnification from the Trust Fund for any loss, liability or
        expense incurred in connection with any legal proceeding or incurred without
        negligence or willful misconduct on their part, (it being understood that
        the
        negligence or willful misconduct of any Custodian shall not constitute
        negligence or willful misconduct on the part of the Trustee or its directors,
        officers, employees or agents for such purpose), arising out of, or in
        connection with, the acceptance or administration of the trusts created
        hereunder or in connection with the performance of their duties hereunder
        or
        under the Certificates, the Mortgage Loan Sale Agreement, the Pool 1 Interest
        Rate Cap Agreement, the Swap Agreement, any Custodial Agreement or any Servicing
        Agreement, including any applicable fees and expenses payable pursuant to
        Section 6.12 and the costs and expenses of defending themselves against any
        claim in connection with the exercise or performance of any of their powers
        or
        duties hereunder, provided that:

       

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

       

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

       

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

      


      
        
          
            
            

          

          
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      (d) any
        such
        loss, liability or expense identified by the Trust Fund must constitute an
        “unanticipated expense” within the meaning of Treasury Regulations Section
        1.860G-1(b)(3)(ii).

       

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

       

      Section
        6.12. Fees
        and Expenses of Trustee and Custodian.

       

      The
        Trustee shall be entitled to (a) receive, and is authorized to pay itself,
        the
        amount of income or gain earned from investment of funds in the Certificate
        Account and (b) reimbursement of all reasonable expenses, disbursements and
        advances incurred or made by the Trustee in accordance with this Agreement
        (including fees and expenses of its counsel and all persons not regularly
        in its
        employment and any amounts described in Section 10.01 to which the Trustee
        is
        entitled as provided therein), except any such expenses, disbursements and
        advances that either (i) arise from its negligence, bad faith or willful
        misconduct or (ii) do not constitute “unanticipated expenses” within the meaning
        of Treasury Regulations Section 1.860G-1(b)(3)(ii). Each Custodian shall
        receive
        compensation and reimbursement or payment of its expenses under the Custodial
        Agreement as provided therein; provided that, to the extent required under
        Section 6, Section 7 or Section 20 of the Custodial Agreement, the Trustee
        is
        hereby authorized to pay such compensation or reimbursement from amounts
        on
        deposit in the Certificate Account prior to any distributions to
        Certificateholders pursuant to Section 5.02 hereof.

       

      Section
        6.13. Collection
        of Monies.

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

          
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      (ii) Any
        failure by the Master Servicer to duly perform, within the required time
        period
        and without notice, its obligations to provide any certifications required
        pursuant to Sections 9.25 or 9.26; or

       

      (iii) Except
        with respect to those items listed in clause (ii) above, any failure by the
        Master Servicer to duly perform, within the required time period, without
        notice
        or grace period, its obligations to provide any information, data or materials
        required to be provided hereunder pursuant to Sections 9.23 and 9.29(b),
        including any items required to be included in any Exchange Act report;
        or

       

      (iv) Any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        such
        Master Servicer contained in this Agreement which continues unremedied for
        a
        period of 30 days (or 15 days, in the case of a failure to maintain any
        Insurance Policy required to be maintained pursuant to this Agreement, or
        10
        days, in the case of a failure to comply with the requirements of Sections
        9.03)
        after the date on which written notice of such failure, requiring the same
        to be
        remedied, shall have been given to such Master Servicer by the Trustee or
        to
        such Master Servicer and the Trustee by any NIMS Insurer or the Holders of
        not
        less than 25% of the Class Principal Amount (or Class Notional Amount) of
        each
        Class of Certificates affected thereby or by any NIMS Insurer; or

       

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

       

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

       

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

       

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

      


      
        
          
            
            

          

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

       

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

       

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

       

      (xii) After
        any
        receipt of notice from any NIMS Insurer, any failure of the Master Servicer
        to
        remit to the Trustee any payment required to be made to the Trustee for the
        benefit of Certificateholders under the terms of this Agreement, including
        any
        Advance, on any Deposit Date, which such failure continues unremedied after
        1:00
        p.m. Eastern Standard Time one Business Day after the date upon which notice
        of
        such failure shall have been given to the Master Servicer by the
        Trustee.

       

      If
        an
        Event of Default described in clauses (i) through (xi) of this Section 6.14
        shall occur, then, in each and every case, subject to applicable law, so
        long as
        any such Event of Default shall not have been remedied within any period
        of time
        prescribed by this Section 6.14, the Trustee, by notice in writing to the
        Master
        Servicer may, and shall, if so directed by Certificateholders evidencing
        more
        than 50% of the Class Principal Amount (or Class Notional Amount) of each
        Class
        of Certificates or any NIMS Insurer, terminate all of the rights and obligations
        of the Master Servicer hereunder and in and to the Mortgage Loans and the
        proceeds thereof. If an Event of Default described in clause (xii) of this
        Section 6.14(a) shall occur, then, in each and every case, subject to applicable
        law, so long as such Event of Default shall not have been remedied within
        the
        time period prescribed by clause (xii) of this Section 6.14(a), the Trustee,
        by
        notice in writing to the Master Servicer and the NIMS Insurer, shall promptly
        terminate all of the rights and obligations of the Master Servicer hereunder
        and
        in and to the Mortgage Loans and the proceeds thereof. On or after the receipt
        by the Master Servicer of such written notice, all authority and power of
        the
        Master Servicer, and only in its capacity as Master Servicer under this
        Agreement, whether with respect to the Mortgage Loans or otherwise, shall
        pass
        to and be vested in the Trustee and pursuant to and under the terms of this
        Agreement; provided, however, the parties acknowledge that notwithstanding
        the
        preceding sentence, there may be a transition period, not to exceed 90 days,
        in
        order to effect the transfer of the Master Servicer’s obligations to the
        Trustee, the Trustee is hereby authorized and empowered to execute and deliver,
        on behalf of the defaulting Master Servicer as attorney-in-fact or otherwise,
        any and all documents and other instruments, and to do or accomplish all
        other
        acts or things necessary or appropriate to effect the purposes of such notice
        of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents or otherwise. The defaulting Master
        Servicer agrees to cooperate with the Trustee in effecting the termination
        of
        the defaulting Master Servicer’s responsibilities and rights hereunder as Master
        Servicer including, without limitation, notifying Servicers of the assignment
        of
        the master servicing function and providing the Trustee or its designee all
        documents and records in electronic or other form reasonably requested by
        it to
        enable the Trustee or its designee to assume the defaulting Master Servicer’s
        functions hereunder and the transfer to the Trustee for administration by
        it of
        all amounts which shall at the time be or should have been deposited by the
        defaulting Master Servicer in the Collection Account maintained by such
        defaulting Master Servicer and any other account or fund maintained with
        respect
        to the Certificates or thereafter received with respect to the Mortgage Loans.
        The Master Servicer being terminated (or the Trust Fund, if the Master Servicer
        is unable to fulfill its obligations hereunder) as a result of the Event
        of
        Default shall bear all costs of a master servicing transfer, including but
        not
        limited to those of the Trustee reasonably allocable to specific employees
        and
        overhead, legal fees and expenses, accounting and financial consulting fees
        and
        expenses, and costs of amending the Agreement, if necessary. 

      


      
        
          
            
            

          

          
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      The
        Trustee shall be entitled to be reimbursed from the Master Servicer (or by
        the
        Trust Fund, if the Master Servicer is unable to fulfill its obligations
        hereunder) for all costs associated with the transfer of servicing from the
        predecessor Master Servicer, including, without limitation, any costs or
        expenses associated with the complete transfer of all servicing data and
        the
        completion, correction or manipulation of such servicing data as may be required
        by the Trustee to correct any errors or insufficiencies in the servicing
        data or
        otherwise to enable the Trustee to master service the Mortgage Loans properly
        and effectively. If the terminated Master Servicer does not pay such
        reimbursement within thirty (30) days of its receipt of an invoice therefor,
        such reimbursement shall be an expense of the Trust Fund and the Trustee
        shall
        be entitled to withdraw such reimbursement from amounts on deposit in the
        Certificate Account pursuant to Section 4.04; provided that the terminated
        Master Servicer shall reimburse the Trust Fund for any such expense incurred
        by
        the Trust Fund; and provided, further, that the Trustee shall decide whether
        and
        to what extent it is in the best interest of the Certificateholders to pursue
        any remedy against any party obligated to make such reimbursement.

       

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

       

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

      


      
        
          
            
            

          

          
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      (b) On
        and
        after the time the Master Servicer (and the Trustee, if notice is sent by
        any
        NIMS Insurer) receives a notice of termination from the Trustee pursuant
        to
        Section 6.14(a) or the Trustee receives the resignation of the Master Servicer
        evidenced by an Opinion of Counsel pursuant to Section 9.28 and within 90
        days
        of such notice, the Trustee, unless another master servicer acceptable to
        the
        NIMS Insurer, such consent shall not be unreasonably withheld, shall have
        been
        appointed, shall be the successor in all respects to the Master Servicer
        in its
        capacity as such under this Agreement and the transactions set forth or provided
        for herein and shall have all the rights and powers and be subject to all
        the
        responsibilities, duties and liabilities relating thereto and arising thereafter
        placed on the Master Servicer hereunder, including the obligation to make
        Advances; provided, however, that any failure to perform such duties or
        responsibilities caused by the Master Servicer’s failure to provide information
        required by this Agreement shall not be considered a default by the Trustee
        hereunder. In addition, the Trustee shall have no responsibility for any
        act or
        omission of the Master Servicer prior to the issuance of any notice of
        termination. The Trustee shall have no liability relating to the representations
        and warranties of the Master Servicer set forth in Section 9.14. In the
        Trustee’s capacity as such successor, the Trustee shall have the same
        limitations on liability herein granted to the Master Servicer. As compensation
        therefor, the Trustee shall be entitled to receive all compensation payable
        to
        the Master Servicer under this Agreement, including the Master Servicing
        Fee and
        the compensation described in Section 9.21. The Trustee shall be entitled
        to be
        reimbursed from the Master Servicer (or by the Trust Fund if the Master Servicer
        is unable to fulfill its obligations hereunder) for all costs associated
        with
        the transfer of master servicing from the predecessor master servicer,
        including, without limitation, any costs or expenses associated with the
        complete transfer of all master servicing data and the completion, correction
        or
        manipulation of such master servicing data as may be required by the Trustee
        to
        correct any errors or insufficiencies in the master servicing data or otherwise
        to enable the Trustee to master service the Mortgage Loans properly and
        effectively.

       

      (c) Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act
        or if
        any NIMS Insurer so requests in writing to the Trustee, or shall, if it is
        unable to so act, request the Depositor to appoint, petition a court of
        competent jurisdiction to appoint, or appoint on its own behalf any established
        housing and home finance institution servicer, master servicer, servicing
        or
        mortgage servicing institution acceptable to the NIMS Insurer having a net
        worth
        of not less than $15,000,000 and meeting such other standards for a successor
        master servicer as are set forth in this Agreement, as the successor to such
        Master Servicer in the assumption of all of the responsibilities, duties
        or
        liabilities of a master servicer, like the Master Servicer. Any entity
        designated by the Trustee as a successor master servicer may be an Affiliate
        of
        the Trustee; provided, however, that, unless such Affiliate meets the net
        worth
        requirements and other standards set forth herein for a successor master
        servicer, the Trustee in its individual capacity shall agree, at the time
        of
        such designation, to be and remain liable to the Trust Fund for such Affiliate’s
        actions and omissions in performing its duties hereunder. In connection with
        such appointment and assumption, the Trustee may make such arrangements for
        the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of that permitted to the Master Servicer hereunder. The Trustee and
        such
        successor shall take such actions, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession and may make other arrangements
        with
        respect to the servicing to be conducted hereunder which are not inconsistent
        herewith. The Master Servicer shall cooperate with the Trustee and any successor
        master servicer in effecting the termination of the Master Servicer’s
        responsibilities and rights hereunder including, without limitation, notifying
        Mortgagors of the assignment of the master servicing functions and providing
        the
        Trustee and successor master servicer, as applicable, all documents and records
        in electronic or other form reasonably requested by it to enable it to assume
        the Master Servicer’s functions hereunder and the transfer to the Trustee or
        such successor master servicer, as applicable, all amounts which shall at
        the
        time be or should have been deposited by the Master Servicer in the Collection
        Account and any other account or fund maintained with respect to the
        Certificates or thereafter be received with respect to the Mortgage Loans.
        Neither the Trustee, nor any other successor master servicer shall be deemed
        to
        be in default hereunder by reason of any failure to make, or any delay in
        making, any distribution hereunder or any portion thereof caused by (i) the
        failure of the Master Servicer to deliver, or any delay in delivering, cash,
        documents or records to it, (ii) the failure of the Master Servicer to cooperate
        as required by this Agreement, (iii) the failure of the Master Servicer to
        deliver the Mortgage Loan data to the Trustee or such successor master servicer
        as required by this Agreement or (iv) restrictions imposed by any regulatory
        authority having jurisdiction over the Master Servicer.

      


      
        
          
            
            

          

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

       

      During
        the continuance of any Event of Default, so long as such Event of Default
        shall
        not have been remedied, the Trustee, in addition to the rights specified
        in
        Section 6.14, shall have the right, in its own name and as trustee of an
        express
        trust, to take all actions now or hereafter existing at law, in equity or
        by
        statute to enforce its rights and remedies and to protect the interests,
        and
        enforce the rights and remedies, of any NIMS Insurer and the Certificateholders
        (including the institution and prosecution of all judicial, administrative
        and
        other proceedings and the filings of proofs of claim and debt in connection
        therewith). Except as otherwise expressly provided in this Agreement, no
        remedy
        provided for by this Agreement shall be exclusive of any other remedy, and
        each
        and every remedy shall be cumulative and in addition to any other remedy,
        and no
        delay or omission to exercise any right or remedy shall impair any such right
        or
        remedy or shall be deemed to be a waiver of any Event of Default.

       

      Section
        6.16. Waiver
        of Defaults.

       

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

      


      
        
          
            
            

          

          
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      Section
        6.17. Notification
        to Holders.

       

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

       

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

       

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

       

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

       

      In
        the
        event that a Responsible Officer of the Trustee shall have actual knowledge
        of
        any action or inaction of the Master Servicer that would become an Event
        of
        Default upon the Master Servicer’s failure to remedy the same after notice, the
        Trustee shall give notice thereof to the Master Servicer and the Swap
        Counterparty. Notwithstanding anything to the contrary provided herein, and
        for
        all purposes of this Agreement, in the absence of actual knowledge by a
        Responsible Officer of the Trustee, the Trustee shall not be deemed to have
        knowledge of any failure of the Master Servicer or any other Event of Default
        unless notified in writing by the Depositor, the Master Servicer or a
        Certificateholder.

       

      Section
        6.20. Preparation
        of Tax Returns and Other Reports.

       

      (a) [Reserved].

      


      
        
          
            
            

          

          
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      (b) [Reserved].

       

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

       

      (d) Reports
        Filed on Form 10-D. 

       

      (i) Within
        15
        days after each Distribution Date (subject to permitted extensions under
        the
        Exchange Act reporting requirements), the Trustee shall prepare and file
        on
        behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
        and
        substance as required by the Exchange Act. The Trustee shall file each Form
        10-D
        with a copy of the related Distribution Date Statement attached thereto.
        Any
        disclosure in addition to the Distribution Date Statement that is required
        to be
        included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined
        and prepared by and at the direction of the Depositor pursuant to the following
        paragraph and the Trustee will have no duty or liability for any failure
        hereunder to determine or prepare any Additional Form 10-D Disclosure, except
        as
        set forth in the next paragraph.

       

      (ii) As
        set
        forth on Exhibit P-1 hereto, within five calendar days after the related
        Distribution Date, (A) certain parties to the Structured Adjustable Rate
        Mortgage Loan Trust 2007-2 transaction, as identified on Exhibit P-1, shall
        provide to the Trustee and the Depositor, to the extent known by a Responsible
        Officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
        easily convertible to EDGAR format), or in such other form as otherwise agreed
        upon by the Trustee and such party, the form and substance of any Additional
        Form 10-D Disclosure, if applicable, and include with such Additional Form
        10-D
        Disclosure, an Additional Disclosure Notification in the form attached hereto
        as
        Exhibit P-4, and (B) the Depositor will approve, as to form and substance,
        or
        disapprove, as the case may be, the inclusion of the Additional Form 10-D
        Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable
        fees
        and expenses assessed or incurred by the Trustee in connection with including
        any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        paragraph.

       

      (iii) After
        preparing the Form 10-D, the Trustee shall forward electronically a draft
        copy
        of the Form 10-D to the Exchange Act Signing Party for review and approval.
        If
        the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
        Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
        distributed to the Depositor for review and approval. No later than two Business
        Days prior to the 15th calendar day after the related Distribution Date,
        a duly
        authorized officer of the Exchange Act Signing Party shall sign the Form
        10-D
        and return an electronic or fax copy of such signed Form 10-D (with an original
        executed hard copy to follow by overnight mail) to the Trustee. If a Form
        10-D
        cannot be filed on time or if a previously filed Form 10-D needs to be amended,
        the Trustee will follow the procedures set forth in subsection (g)(ii) of
        this
        Section 6.20. Promptly (but no later than one Business Day) after the deadline
        for filing such report with the Commission, the Trustee will make available
        on
        its internet website a final executed copy of each Form 10-D filed by the
        Trustee. Each party to this Agreement acknowledges that the performance by
        the
        Trustee of its duties under this Section 6.20(d) related to the timely
        preparation and filing of Form 10-D is contingent upon such parties strictly
        observing all applicable deadlines in the performance of their duties under
        this
        Section 6.20(d). The Trustee shall have no liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare
        and/or timely file such Form 10-D, where such failure results from the Trustee’s
        inability or failure to obtain or receive, on a timely basis, any information
        from any other party hereto needed to prepare, arrange for execution or file
        such Form 10-D, not resulting from its own negligence, bad faith or willful
        misconduct.

      


      
        
          
            
            

          

          
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      (e) Reports
        Filed on Form 10-K.

       

      (i) Unless
        and until a Form 15 suspension notice shall have been filed, on or prior
        to the
        90th
        calendar
        day after the end of each fiscal year of the Trust Fund or such earlier date
        as
        may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
        understood that the fiscal year for the Trust Fund ends on December
        31st
        of each
        year), commencing in March 2008, the Trustee shall prepare and file on behalf
        of
        the Trust Fund a Form 10-K, in form and substance as required by the Exchange
        Act. Each such Form 10-K shall include the following items, in each case
        to the
        extent they have been delivered to the Trustee within the applicable time
        frames
        set forth in this Agreement and in the related Servicing Agreements and
        Custodial Agreements, (A) an annual compliance statement for each Servicer,
        each
        Additional Servicer and the Master Servicer, as described under Section 9.26
        hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment
        of compliance with servicing criteria for each Servicer, each Custodian,
        each
        Additional Servicer, the Master Servicer, each Subservicer, each Subcontractor,
        any Servicing Function Participant and the Trustee (each, a “Reporting
        Servicer”), as described under Section 9.25(a) hereof and in each Servicing
        Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
        on assessment of compliance with servicing criteria described under Section
        9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies
        any material instance of noncompliance, disclosure identifying such instance
        of
        noncompliance, or if any Reporting Servicer’s report on assessment of compliance
        with servicing criteria described under Section 9.25(a) hereof or in the
        any
        Servicing Agreement or Custodial Agreement is not included as an exhibit
        to such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, (C)(I) the registered public accounting firm
        attestation report for each Reporting Servicer, as described under Section
        9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and
        (II)
        if any registered public accounting firm attestation report described under
        Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement
        identifies any material instance of noncompliance, disclosure identifying
        such
        instance of noncompliance, or if any such registered public accounting firm
        attestation report is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, and (D) a Sarbanes-Oxley Certification. Any disclosure or information
        in addition to (A) through (D) above that is required to be included on Form
        10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and
        at the direction of the Depositor pursuant to the following paragraph and
        the
        Trustee will have no duty or liability for any failure hereunder to determine
        or
        prepare any Additional Form 10-K Disclosure, except as set forth in the next
        paragraph. 

      


      
        
          
            
            

          

          
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      (ii) As
        set
        forth on Exhibit P-2 hereto, no later than March 15 of each year that the
        Trust
        Fund is subject to the Exchange Act reporting requirements, commencing in
        2008,
        (A) the parties to the Structured Adjustable Rate Mortgage Loan Trust 2007-2
        transaction (as identified on Exhibit P-2) shall provide to the Trustee and
        the
        Depositor, to the extent known by a Responsible Officer thereof, in
        EDGAR-compatible form (which may be Word or Excel documents easily convertible
        to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
        and such party, the form and substance of any Additional Form 10-K Disclosure,
        if applicable and include with such Additional Form 10-K Disclosure, an
        Additional Disclosure Notification in the form attached hereto as Exhibit
        P-4,
        and (B) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-K Disclosure on
        Form
        10-K. The Trustee has no duty under this Agreement to monitor or enforce
        the
        performance by the parties listed on Exhibit P-2 of their duties under this
        paragraph or proactively solicit or procure from such parties any Form 10-K
        Disclosure Information. The Sponsor will be responsible for any reasonable
        fees
        and expenses assessed or incurred by the Trustee in connection with including
        any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
        

       

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

      


      
        
          
            
            

          

          
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      (iv) Each
        Form
        10-K shall include the Sarbanes-Oxley Certification. The Trustee, the Paying
        Agent (if other than the Trustee) and, if the Depositor is the Exchange Act
        Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent
        and
        the Master Servicer (if applicable) shall cause any Servicing Function
        Participant engaged by it to, provide to the Person who signs the Sarbanes-Oxley
        Certification (the “Certifying Person”), by March 15 of each year in which the
        Trust Fund is subject to the reporting requirements of the Exchange Act,
        a
        certification (each, a “Back-Up Certification”), in the form attached hereto as
        Exhibit Q-1 or, in the case of (x) the Paying Agent (if other than the Trustee),
        such other form as agreed to between the Paying Agent and the Exchange Act
        Signing Party, and (y) the Trustee, the form attached hereto as Exhibit Q-2),
        upon which the Certifying Person, the entity for which the Certifying Person
        acts as an officer, and such entity’s officers, directors and Affiliates
        (collectively with the Certifying Person, “Certification Parties”) can
        reasonably rely. The senior officer of the Exchange Act Signing Party shall
        serve as the Certifying Person on behalf of the Trust Fund. In the event
        the
        Master Servicer, the Paying Agent, the Trustee or any Servicing Function
        Participant engaged by such parties is terminated or resigns pursuant to
        the
        terms of this Agreement, such party or Servicing Function Participant shall
        provide a Back-Up Certification to the Certifying Person pursuant to this
        Section 6.20(e)(iv) with respect to the period of time it was subject to
        this
        Agreement.

       

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

       

      (f) Each
        of
        Form 10-D and Form 10-K requires the registrant to indicate (by checking
“yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
        or 15(d) of the Exchange Act during the preceding 12 months (or for such
        shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days.” The Depositor shall
        notify the Trustee in writing, no later than the fifth calendar day after
        the
        related Distribution Date with respect to the filing of a report on Form
        10- D
        and no later than March 15th with respect to the filing of a report on Form
        10-K, whether the Trustee should indicate “[Yes ____] or [No____]” on Form 10-D
        or Form 10-K, as applicable; provided, that if the Trustee does not receive
        such
        written notification from the Depositor, then the Trustee shall be entitled
        to
        affirmatively conclude that the Depositor (1) has filed all reports required
        to
        be filed by Section 13 or 15(d) of the Exchange Act during the preceding
        12
        months (or for such shorter period if applicable), and (2) has been subject
        to
        such filing requirements for the past 90 days. The Trustee shall be entitled
        to
        rely on such written notification or an affirmative indication in the absence
        of
        such notification in timely preparing, executing and/or filing any such report
        in accordance with this Section 6.20(f).

      


      
        
          
            
            

          

          
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      (g) Reports
        Filed on Form 8-K.

       

      (i) During
        any year in which the Trust Fund is subject to Exchange Act Reports, within
        four
        Business Days after the occurrence of an event requiring disclosure on Form
        8-K
        (each such event, a “Reportable Event”), or such later date as may be required
        by the Commission, and if requested by the Depositor, the Trustee shall prepare
        and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange
        Act, provided
        that the
        Depositor shall file the initial Form 8-K in connection with the issuance
        of the
        Certificates. Any disclosure or information related to a Reportable Event
        or
        that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
        Information”) shall be determined and prepared by and at the direction of the
        Depositor pursuant to the following paragraph and the Trustee will have no
        duty
        or liability for any failure hereunder to determine or prepare any Form 8-K
        Disclosure Information or any Form 8-K, except as set forth in the next
        paragraph. 

       

      (ii) As
        set
        forth on Exhibit P-3 hereto, for so long as the Trust Fund is subject to
        the
        Exchange Act reporting requirements, no later than noon New York City time
        on
        the 2nd Business Day after the occurrence of a Reportable Event (A) the parties
        to the Structured Adjustable Rate Mortgage Loan Trust 2007-2 transaction
        (as
        identified on Exhibit P-3) shall provide to the Trustee and the Depositor,
        to
        the extent known by a Responsible Officer thereof, in EDGAR-compatible form
        (which may be Word or Excel documents easily convertible to EDGAR format),
        or in
        such other form as otherwise agreed upon by the Trustee and such party, the
        form
        and substance of any Form 8-K Disclosure Information, if applicable, and
        include
        with such Form 8-K Disclosure Information, an Additional Disclosure Notification
        in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve,
        as to form and substance, or disapprove, as the case may be, the inclusion
        of
        the Form 8-K Disclosure Information. The Trustee has no duty under this
        Agreement to monitor or enforce the performance by the parties listed on
        Exhibit
        P-3 of their duties under this paragraph or proactively solicit or procure
        from
        such parties any Form 8-K Disclosure Information. The Sponsor will be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Form 8-K Disclosure Information
        on Form
        8-K pursuant to this paragraph. 

       

      (iii) After
        preparing the Form 8-K, the Trustee shall forward electronically, no later
        than
        Noon New York city time on the 3rd Business Day after the Reportable Event,
        a
        draft copy of the Form 8-K to the Exchange Act Signing Party for review and
        approval. If the Master Servicer is the Exchange Act Signing Party, then
        the
        Form 8-K shall also be electronically distributed to the Depositor for review
        and approval. No later than Noon New York City time on the 4th Business Day
        after the Reportable Event, a duly authorized officer of the Exchange Act
        Signing Party shall sign the Form 8-K and return an electronic or fax copy
        of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
        filed Form 8-K needs to be amended, the Trustee will follow the procedures
        set
        forth in subsection (h)(ii) of this Section 6.20. Promptly (but no later
        than
        one Business Day) after the deadline for filing such form with the Commission,
        the Trustee will make available on its internet website a final executed
        copy of
        each Form 8-K prepared and filed by it pursuant to this Section 6.20(g).
        The
        parties to this Agreement acknowledge that the performance by the Trustee
        of its
        duties under this Section 6.20(g) related to the timely preparation and filing
        of Form 8-K is contingent upon such parties strictly observing all applicable
        deadlines in the performance of their duties under this Section 6.20(g).
        The
        Trustee shall have no liability for any loss, expense, damage or claim arising
        out of or with respect to any failure to properly prepare and/or timely file
        such Form 8-K, where such failure results from the Trustee’s inability or
        failure to obtain or receive, on a timely basis, any information from any
        other
        party hereto needed to prepare, arrange for execution or file such Form 8-K,
        not
        resulting from its own negligence, bad faith or willful misconduct.


      


      
        
          
            
            

          

          
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      (h) Delisting;
        Amendments; Late Filings.

       

      (i) Prior
        to
        January 30 of the first year in which the Trustee is able to do so under
        applicable law, unless otherwise directed by the Depositor, the Trustee shall
        prepare and file a Form 15 relating to the automatic suspension of reporting
        in
        respect of the Trust Fund under the Exchange Act. 

       

      (ii) In
        the
        event that the Trustee becomes aware that it will be unable to timely file
        with
        the Commission all or any required portion of any Form 8-K, 10-D or 10-K
        required to be filed by this Agreement because required disclosure information
        was either not delivered to it or delivered to it after the delivery deadlines
        set forth in this Agreement or for any other reason, the Trustee will promptly
        notify the Depositor. In the case of Form 10-D and 10-K, the parties to this
        Agreement and each Servicer will cooperate to prepare and file a Form 12b-25
        and
        a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
        Act.
        In the case of Form 8-K, the Trustee will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended due to a change
        to
        an additional reporting item, the Trustee will notify the Depositor and any
        applicable party and such parties will cooperate to prepare any necessary
        8-K/A,
        10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
        10-D or
        10-K shall be signed by a duly authorized officer or a senior officer of
        the
        Exchange Act Signing Party, as applicable. The parties to this Agreement
        acknowledge that the performance by the Trustee of its duties under this
        Section
        6.20(h) related to the timely preparation and filing of Form 15, a Form 12b-25
        or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
        performing its duties under this Section. The Trustee shall have no liability
        for any loss, expense, damage, claim arising out of or with respect to any
        failure to properly prepare and/or timely file any such Form 15, Form 12b-25
        or
        any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
        the
        Trustee’s inability or failure to obtain or receive, on a timely basis, any
        information from any other party hereto needed to prepare, arrange for execution
        or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
        10-K,
        not resulting from its own negligence, bad faith or willful
        misconduct.

      


      
        
          
            
            

          

          
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      (i) Any
        party
        that signs any Exchange Act report that the Trustee is required to file shall
        provide to the Trustee prompt notice of the execution of such Exchange Act
        report along with the name and contact information for the person signing
        such
        report and shall promptly deliver to the Trustee the original executed signature
        page for such report. In addition, each of the parties agrees to provide
        to the
        Trustee such additional information related to such party as the Trustee
        may
        reasonably request, including evidence of the authorization of the person
        signing any certification or statement, financial information and reports,
        and
        such other information related to such party or its performance hereunder.
        

       

      (j) The
        Depositor and the Master Servicer, by mutual agreement, shall determine which
        of
        the Depositor or the Master Servicer shall be the initial Exchange Act Signing
        Party. Upon such determination, the Depositor shall timely notify the Trustee,
        and such notice shall provide contact information for the Exchange Act Signing
        Party. If the Depositor and Master Servicer, at any time, mutually agree
        to
        change the identity of the Exchange Act Signing Party, the Depositor shall
        provide timely notice to the Trustee of any such change.

       

      (k) Promptly,
        but no later than one Business day after filing with the Commission, the
        Trustee
        will make available on its internet website, a final executed copy of each
        periodic report filed on Form 8-K, Form 10-D or other applicable form, and
        each
        annual report on Form 10-K, together in each case with a copy of the acceptance
        confirmation receipt from EDGAR.

       

      Section
        6.21. Reporting
        Requirements of the Commission.

       

      Each
        of
        the parties hereto acknowledges and agrees that the purpose of Sections 6.01,
        6.20, 9.25 and 9.26 of this Agreement is to facilitate compliance by the
        Sponsor, the Master Servicer, the Trustee and the Depositor with the provisions
        of Regulation AB, as such may be amended or clarified from time to time.
        Therefore, each of the parties agrees that (a) the obligations of the parties
        hereunder shall be interpreted in such a manner as to accomplish compliance
        with
        Regulation AB, (b) the parties’ obligations hereunder will be supplemented and
        modified as necessary to be consistent with any such amendments, interpretive
        advice or guidance, convention or consensus among active participants in
        the
        asset-backed securities markets, advice of counsel, or otherwise in respect
        of
        the requirements of Regulation AB and (c) the parties shall comply with
        reasonable requests made by the Sponsor, the Master Servicer, the Trustee
        or the
        Depositor for delivery of additional or different information as the Sponsor,
        the Master Servicer, the Trustee or the Depositor may determine in good faith
        is
        necessary to comply with the provisions of Regulation AB, provided that such
        information is available without unreasonable effort or expense and within
        such
        timeframe as may be reasonably requested.

      


      
        
          
            
            

          

          
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      Section
        6.22. No
        Merger. 

       

      The
        Trustee shall not cause or otherwise knowingly permit the assets of the Trust
        Fund to be merged or consolidated with any other entity, except as a result
        of a
        final judicial determination.

       

      Section
        6.23. Indemnification
        by the Trustee. 

       

      The
        Trustee (including in its capacity as Paying Agent) agrees to indemnify the
        Depositor and the Master Servicer, and each of their respective directors,
        officers, employees and agents and the Trust Fund and hold each of them harmless
        from and against any losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon the
        engagement of any Subcontractor in violation of Section 6.01 or any failure
        by
        the Trustee to deliver when and as required, the information pursuant to
        Section
        6.01(m), the disclosure and certificates applicable to the Trustee pursuant
        to
        Section 6.20 or any assessment of compliance pursuant to Section 9.25(a).
        This
        indemnification shall survive the termination of this Agreement or the
        termination of the Trustee hereunder.

       

      ARTICLE
        VII

       

      PURCHASE
        AND TERMINATION

      OF
        THE
        TRUST FUND

       

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

       

      (a) The
        respective obligations and responsibilities of the Trustee and the Master
        Servicer created hereby (other than the obligation of the Trustee to make
        payments to Certificateholders and the Swap Counterparty as set forth in
        Section
        7.02, the obligation of the Master Servicer to make a final remittance to
        the
        Trustee for deposit into the Certificate Account pursuant to Section 4.01
        and
        the obligations of the Master Servicer to the Trustee pursuant to Sections
        9.10
        and 9.14), shall terminate on the earlier of (i) the final payment or other
        liquidation of the last Mortgage Loan remaining in the Trust Fund and the
        disposition of all REO Property and (ii) the sale of all remaining property
        held
        by the Trust Fund in accordance with Section 7.01(b); provided, however,
        that in
        no event shall the Trust Fund created hereby continue beyond the expiration
        of
        21 years from the death of the last survivor of the descendants of Joseph
        P.
        Kennedy, the late Ambassador of the United States to the Court of St. James’s,
        living on the date hereof. Any termination of the Trust Fund shall be carried
        out in such a manner so that the termination of each REMIC included therein
        shall qualify as a “qualified liquidation” under the REMIC
        Provisions.

      


      
        
          
            
            

          

          
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      (b) On
        any
        Distribution Date occurring after the date on which (x) the total Scheduled
        Principal Balance of the Mortgage Loans in Pool 1 is less than 10% of the
        Scheduled Principal Balance of the Mortgage Loans in Pool 1 as of the Cut-off
        Date or (y) the total Scheduled Principal Balance of the Mortgage Loans in
        Pool
        2 is less than 10% of the Scheduled Principal Balance of the Mortgage Loans
        in
        Pool 2 as of the Cut-off Date, the Master Servicer, with the prior written
        consent of any NIMS Insurer and the Seller (which consent will not be
        unreasonably withheld), may, upon written direction to the Trustee, cause
        the
        Trustee to sell (or arrange for the sale of) the assets of (x) Pool 1 or
        (y)
        Pool 2 and thereby effect the retirement of the related Certificates. Upon
        the
        repurchase of such Mortgage Loans, the Master Servicer shall, upon written
        direction to the Trustee, cause each of the SWAP REMIC, REMIC I-1 and REMIC
        I-2
        (in the case of a sale of the assets described in clause (x) above) or REMIC
        II-1 (in the case of a sale of the assets described in clause (y) above)
        to
        adopt a plan of complete liquidation pursuant to Section 7.03 hereof to sell
        all
        of its property. The property of the applicable Pool shall be sold at a price
        (the “Repurchase Price”) equal to: (i) 100% of the unpaid principal balance of
        each Mortgage Loan in such Pool on the day of such purchase plus interest
        accrued thereon at the applicable Mortgage Rate with respect to any such
        Mortgage Loan to the Due Date in the Due Period immediately preceding such
        Distribution Date, (ii) the fair market value of any applicable REO Property
        and
        any other applicable property (reduced, in the case of REO Property, by (x)
        reasonably anticipated disposition costs and (y) any amount by which the
        fair
        market value as so reduced exceeds the outstanding principal balance of the
        related Mortgage Loan), such fair market value to be determined by an appraiser
        or appraisers appointed by the Master Servicer with the consent of the Trustee
        and any NIMS Insurer, (iii) any unreimbursed Servicing Advances with respect
        to
        each applicable Mortgage Loan and (iv) any Swap Termination Payment payable
        to
        the Swap Counterparty as a result of a termination pursuant to Section 7.01;
        provided, however, if there are any NIM Securities outstanding, the Master
        Servicer may only exercise its option after receiving the prior written consent
        of the holders of such NIM Securities and, if such consent is given, the
        Purchase Price shall also include an amount equal to the sum of (1) any accrued
        interest on the NIM Securities related to the Mortgage Loans, (2) the unpaid
        principal balance of any such NIM Securities and (3) any other reimbursable
        expenses owed by the issuer of the NIM Securities (the “NIM Redemption Amount”).
        If the Master Servicer fails to exercise such right, the NIMS Insurer will
        have
        the option to direct the Master Servicer to exercise such option so long
        as it
        is insuring the NIMS Securities or it is owed any amounts in connection with
        its
        guaranty of the NIM Securities. Following receipt of such notice from the
        NIMS
        Insurer, the Master Servicer shall advise the NIMS Insurer whether it will
        exercise the option under this Section 7.01(b) for its own account and using
        its
        own funds, or whether it will exercise such option in its own name but for
        the
        NIMS Insurer's account and utilizing the NIMS Insurer's funds. If the Master
        Servicer exercises such option for the NIMS Insurer's account, the NIMS Insurer
        will remit the Purchase Price to the Master Servicer one Business Day prior
        to
        the day the Master Servicer is required to remit the Purchase Price to the
        Trustee. Following its receipt from the NIMS Insurer of the entire Purchase
        Price and its subsequent remittance to the Trustee of the entire Purchase
        Price,
        the Master Servicer will convey to the NIMS Insurer all of the rights it
        receives from the Trustee with respect to the related Mortgage Loans as a
        result
        of such remittance. The Master Servicer and each Servicer (or the Trustee,
        if
        applicable) shall be reimbursed from the Repurchase Price for any Mortgage
        Loan
        or related REO Property for any Advances or Servicing Advances made with
        respect
        to the Mortgage Loans that are reimbursable to the Master Servicer under
        this
        Agreement or to each Servicer under the related Servicing Agreement (or to
        the
        Trustee hereunder), together with any accrued and unpaid compensation and
        any
        other amounts due to the Master Servicer and the Trustee hereunder or the
        Custodians or the Servicers under their respective Custodial or Servicing
        Agreements, provided that any such compensation or other amount to be paid
        to
        the Custodians and any such other amounts to be paid to the Servicers are
        “unanticipated expenses” within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii). The Trustee shall distribute the assets of the applicable
        Pool or Pools on the Distribution Date on which the repurchase occurred.
        If the
        NIMS Insurer directs the Master Servicer to exercise such right as described
        above, then (i) the Master Servicer shall cause each related REMIC to adopt
        a
        plan of complete liquidation as described above and (ii) the NIMS Insurer
        shall
        remit the Purchase Price in immediately available funds to the Master Servicer
        at least three Business Days prior to the applicable Distribution Date and,
        upon
        receipt of such funds from the NIMS Insurer, the Master Servicer shall promptly
        deposit such funds in the Collection Account. The NIMS Insurer shall be
        obligated to reimburse the Master Servicer and the Trustee for their reasonable
        out-of-pocket expenses incurred in connection with the purchase of the Mortgage
        Loans and REO Property related to the Mortgage Pool at the direction of the
        NIMS
        Insurer and shall indemnify and hold harmless the Master Servicer and the
        Trustee for any losses, liabilities or expenses resulting from any claims
        directly resulting from or relating to the Master Servicer’s or Trustee’s sale
        or purchase of the Pool Assets at the direction of the NIMS Insurer, except
        to
        the extent such losses, liabilities or expenses arise out of or result from
        the
        Master Servicer’s or Trustee’s, as the case may be, negligence, bad faith or
        willful misconduct. Notwithstanding anything herein to the contrary, only
        an
        amount not to exceed to the Purchase Price, reduced by the portion thereof
        consisting of any Swap Termination Payment (such portion, the “Swap Optional
        Termination Payment”), shall be made available for distribution to the
        Certificates. The Swap Optional Termination Payment shall be withdrawn by
        the
        Trustee from the Collection Account and remitted to the Supplemental Interest
        Trust for payment to the Swap Counterparty. The Swap Optional Termination
        Payment shall not be part of any REMIC and shall not be paid into any account
        which is part of any REMIC. For purposes of the REMIC Provisions, any NIM
        Redemption Amount shall not be treated as having been paid into any
        REMIC.

      


      
        
          
            
            

          

          
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      Section
        7.02. Procedure
        Upon Termination of Trust Fund.

       

      (a) Notice
        of
        any termination of the Trust Fund (or the retirement of the Certificates
        related
        to Pool 1 or Pool 2, as applicable) pursuant to the provisions of Section
        7.01,
        specifying the Distribution Date upon which the final distribution shall
        be
        made, shall be given promptly by the Trustee by first class mail to the
        applicable Certificateholders and any NIMS Insurer mailed (x) no later than
        five
        Business Days after the Trustee has received notice from the Master Servicer
        of
        its intent to exercise its right to cause the termination of the Trust Fund
        pursuant to Section 7.01(b) (or the retirement of the Certificates related
        to
        Pool 1 or Pool 2, as applicable, to the extent the other such Mortgage Group
        is
        not terminated pursuant to such Section 7.01(b)) or (y) upon the final payment
        or other liquidation of the last Mortgage Loan or REO Property in the Trust
        Fund. Such notice shall specify (A) the Distribution Date upon which final
        distribution on the Certificates of all amounts required to be distributed
        to
        Certificateholders pursuant to Section 5.02 will be made upon presentation
        and
        surrender of the Certificates at the Corporate Trust Office, and (B) that
        the
        Record Date otherwise applicable to such Distribution Date is not applicable,
        distribution being made only upon presentation and surrender of the Certificates
        at the office or agency of the Trustee therein specified. The Trustee shall
        give
        such notice to the Master Servicer, the Depositor, the Swap Counterparty
        and the
        Certificate Registrar at the time such notice is given to Holders of the
        Certificates. The Master Servicer shall give notice to the Swap Counterparty
        on
        the date the Master Servicer elects its option pursuant to Section 7.01(b).
        Upon
        any such termination of the entire Trust Fund, the duties of the Certificate
        Registrar with respect to the applicable Certificates shall terminate and
        the
        Trustee shall terminate, or request the Master Servicer to terminate, the
        Collection Account it maintains, and the Trustee shall terminate the Certificate
        Account and any other account or fund maintained with respect to the related
        Certificates, subject to the Trustee’s obligation hereunder to hold all amounts
        payable to Certificateholders in trust without interest pending such
        payment.

      


      
        
          
            
            

          

          
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      (b) In
        the
        event that all of the Holders do not surrender their Certificates for
        cancellation within three months after the time specified in the above-mentioned
        written notice, the Trustee shall give a second written notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto. If within one year after the
        second
        notice any Certificates shall not have been surrendered for cancellation,
        the
        Trustee may take appropriate steps to contact the remaining Certificateholders
        concerning surrender of such Certificates, and the cost thereof shall be
        paid
        out of the amounts distributable to such Holders. If within two years after
        the
        second notice any Certificates shall not have been surrendered for cancellation,
        the Trustee shall, subject to applicable state law relating to escheatment,
        hold
        all amounts distributable to such Holders for the benefit of such Holders.
        No
        interest shall accrue on any amount held by the Trustee and not distributed
        to a
        Certificateholder due to such Certificateholder’s failure to surrender its
        Certificate(s) for payment of the final distribution thereon in accordance
        with
        this Section.

       

      (c) Any
        reasonable expenses incurred by the Trustee in connection with any termination
        or liquidation of the Trust Fund (or a Mortgage Pool thereof) shall be paid
        from
        proceeds received from the liquidation of the Trust Fund, but only to the
        extent
        that such expenses constitute “unanticipated expenses” within the meaning of
        Treasury Regulations Section 1.860G-1(b)(3)(ii).

       

      Section
        7.03. Additional
        Requirements under the REMIC Provisions.

       

      (a) Any
        sale
        pursuant to Section 7.01(b) shall be effected in accordance with the following
        additional requirements, unless the Trustee seeks (at the request of the
        party
        exercising the option to repurchase all of the Mortgage Loans, pursuant to
        Section 7.01(b)), and subsequently receives, an Opinion of Counsel (at the
        expense of such requesting party), addressed to the Trustee and any NIMS
        Insurer
        to the effect that the failure of the Trust Fund to comply with the requirements
        of this Section 7.03 will not (i) result in the imposition of taxes on any
        REMIC
        under the REMIC Provisions or (ii) cause any REMIC established hereunder
        to fail
        to qualify as a REMIC at any time that any Certificates are
        outstanding:

       

      (i) On
        the
        date specified for final payment of the Certificates, the Trustee shall make
        final distributions of principal and interest on the Certificates and shall
        pay
        any Swap Termination Payment owed to the Swap Counterparty on the related
        Swap
        Payment Date (to the extent not paid on previous Swap Payment Dates) in
        accordance with Section 5.02 and, after payment of, or provision for any
        outstanding expenses, distribute or credit, or cause to be distributed or
        credited, to the Holders of the Residual Certificates all cash on hand after
        such final payment (other than cash retained to meet claims), and the Trust
        Fund
        (and each related REMIC) shall terminate at that time; 

      


      
        
          
            
            

          

          
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      (ii) in
        the
        case of a sale of the assets of Pool 1:

       

      (A) The
        Trustee shall sell all of the assets of Pool 1 for cash and, within 90 days
        of
        such sale, shall distribute the proceeds of such sale to the Pool 1
        Certificateholders in complete liquidation of the SWAP REMIC, REMIC I-1 and
        REMIC I-2; and

       

      (B) The
        Trustee shall attach a statement to the final Federal income tax return for
        each
        of the SWAP REMIC, REMIC I-1 and REMIC I-2 stating that pursuant to Treasury
        Regulation § 1.860F-1, the first day of the 90-day liquidation period for each
        such REMIC was the date on which the Trustee sold such assets; and

       

      (iii) in
        the
        case of a sale of the assets of Pool 2:

       

      (A) The
        Trustee shall sell all of the assets of Pool 2 for cash and, within 90 days
        of
        such sale, shall distribute the proceeds of such sale to the Pool 2
        Certificateholders in complete liquidation of REMIC II-1; and

       

      (B) The
        Trustee shall attach a statement to the final Federal income tax return for
        REMIC II-1 stating that pursuant to Treasury Regulation § 1.860F-1, the first
        day of the 90-day liquidation period for each such REMIC was the date on
        which
        the Trustee sold such assets.

       

      (b) By
        its
        acceptance of a Residual Certificate, each Holder thereof hereby (i) authorizes
        the Trustee to take the action described in paragraph (a) above and (ii)
        agrees
        to take such other action as may be necessary to facilitate liquidation of
        any
        REMIC created under this Agreement, which authorization shall be binding
        upon
        all successor Residual Certificateholders.

       

      Section
        7.04. Optional
        Purchase Right of NIMS Insurer.

       

      The
        NIMS
        Insurer may purchase any Distressed Mortgage Loan for a purchase price equal
        to
        the outstanding principal balance of such Mortgage Loan, plus accrued interest
        thereon to the date of repurchase plus any unreimbursed Advances, Servicing
        Advances, Servicing Fees, General Servicing Fees or Trustee Fees and any
        unreimbursed expenses of the Trustee allocable to such Distressed Mortgage
        Loan.
        Any such purchase shall be accomplished by the NIM Insurer’s remittance of the
        purchase price for the Distressed Mortgage Loan to the Master Servicer for
        deposit into the Collection Account.

       

      ARTICLE
        VIII

       

      RIGHTS
        OF
        CERTIFICATEHOLDERS

       

    

    
      
        
          
            
            

          

          
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        Section
          8.01. Limitation
          on Rights of Holders.

         

      

      (a) The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or take any action or proceeding
        in any court for a partition or winding up of this Trust Fund, nor otherwise
        affect the rights, obligations and liabilities of the parties hereto or any
        of
        them. Except as otherwise expressly provided herein, no Certificateholder,
        solely by virtue of its status as a Certificateholder, shall have any right
        to
        vote or in any manner otherwise control the Master Servicer or the operation
        and
        management of the Trust Fund, or the obligations of the parties hereto, nor
        shall anything herein set forth, or contained in the terms of the Certificates,
        be construed so as to constitute the Certificateholders from time to time
        as
        partners or members of an association, nor shall any Certificateholder be
        under
        any liability to any third person by reason of any action taken by the parties
        to this Agreement pursuant to any provision hereof.

       

      (b) No
        Certificateholder, solely by virtue of its status as Certificateholder, shall
        have any right by virtue or by availing of any provision of this Agreement
        to
        institute any suit, action or proceeding in equity or at law upon or under
        or
        with respect to this Agreement, unless such Holder previously shall have
        given
        to the Trustee a written notice of an Event of Default and of the continuance
        thereof, as hereinbefore provided, and unless also the Holders of Certificates
        evidencing not less than 25% of the Class Principal Amount (or Class Notional
        Amount or Percentage Interest) of Certificates of each Class affected thereby
        shall have made written request upon the Trustee to institute such action,
        suit
        or proceeding in its own name as Trustee hereunder and shall have offered
        to the
        Trustee such reasonable indemnity as it may require against the cost, expenses
        and liabilities to be incurred therein or thereby, and the Trustee, for sixty
        days after its receipt of such notice, request and offer of indemnity, shall
        have neglected or refused to institute any such action, suit or proceeding
        and
        no direction inconsistent with such written request has been given such Trustee
        during such sixty-day period by such Certificateholders; it being understood
        and
        intended, and being expressly covenanted by each Certificateholder with every
        other Certificateholder and the Trustee, that no one or more Holders of
        Certificates shall have any right in any manner whatever by virtue or by
        availing of any provision of this Agreement to affect, disturb or prejudice
        the
        rights of the Holders of any other of such Certificates, or to obtain or
        seek to
        obtain priority over or preference to any other such Holder, or to enforce
        any
        right under this Agreement, except in the manner herein provided and for
        the
        benefit of all Certificateholders. For the protection and enforcement of
        the
        provisions of this Section, each and every Certificateholder and the Trustee
        shall be entitled to such relief as can be given either at law or in
        equity.

       

      Section
        8.02. Access
        to List of Holders.

       

      (a) If
        the
        Trustee is not acting as Certificate Registrar, the Certificate Registrar
        will
        furnish or cause to be furnished to the Trustee, within fifteen days after
        receipt by the Certificate Registrar of a request by the Trustee in writing,
        a
        list, in such form as the Trustee may reasonably require, of the names and
        addresses of the Certificateholders of each Class as of the most recent Record
        Date.

      
        


        
          
            
              
              

            

            
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      (b) If
        three
        or more Holders or Certificate Owners (hereinafter referred to as “Applicants”)
        apply in writing to the Trustee, and such application states that the Applicants
        desire to communicate with other Holders with respect to their rights under
        this
        Agreement or under the Certificates and is accompanied by a copy of the
        communication which such Applicants propose to transmit, then the Trustee
        shall,
        within five Business Days after the receipt of such application, afford such
        Applicants reasonable access during the normal business hours of the Trustee
        to
        the most recent list of Certificateholders held by the Trustee or shall,
        as an
        alternative, send, at the Applicants’ expense, the written communication
        proffered by the Applicants to all Certificateholders at their addresses
        as they
        appear in the Certificate Register.

       

      (c) Every
        Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
        and holding a Certificate, agrees with the Depositor, the Trustee, the Master
        Servicer, the Certificate Registrar and the Trustee that neither the Depositor,
        the Trustee, the Master Servicer, the Certificate Registrar nor the Trustee
        shall be held accountable by reason of the disclosure of any such information
        as
        to the names and addresses of the Certificateholders hereunder, regardless
        of
        the source from which such information was derived.

       

      Section
        8.03. Acts
        of Holders of Certificates.

       

      (a) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Agreement to be given or taken by Holders or Certificate
        Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced
        by
        one or more instruments of substantially similar tenor signed by such Holders
        in
        person or by agent duly appointed in writing; and, except as herein otherwise
        expressly provided, such action shall become effective when such instrument
        or
        instruments are delivered to the Trustee, the Certificate Registrar, the
        Paying
        Agent and, where expressly required herein, to the Master Servicer. Such
        instrument or instruments (as the action embodies therein and evidenced thereby)
        are herein sometimes referred to as an “Act” of the Holders signing such
        instrument or instruments. Proof of execution of any such instrument or of
        a
        writing appointing any such agents shall be sufficient for any purpose of
        this
        Agreement and conclusive in favor of the Trustee, the Trustee and Master
        Servicer, if made in the manner provided in this Section. The Trustee and
        Master
        Servicer shall promptly notify the other of receipt of any such instrument
        by
        it, and shall promptly forward a copy of such instrument to the
        other.

       

      (b) The
        fact
        and date of the execution by any Person of any such instrument or writing
        may be
        proved by the affidavit of a witness of such execution or by the certificate
        of
        any notary public or other officer authorized by law to take acknowledgments
        or
        deeds, certifying that the individual signing such instrument or writing
        acknowledged to him the execution thereof. Whenever such execution is by
        an
        officer of a corporation or a member of a partnership on behalf of such
        corporation or partnership, such certificate or affidavit shall also constitute
        sufficient proof of his authority. The fact and date of the execution of
        any
        such instrument or writing, or the authority of the individual executing
        the
        same, may also be proved in any other manner which the Trustee deems
        sufficient.

      
        


        
          
            
              
              

            

            
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      (c) The
        ownership of Certificates (whether or not such Certificates shall be overdue
        and
        notwithstanding any notation of ownership or other writing thereon made by
        anyone other than the Trustee) shall be proved by the Certificate Register,
        and
        none of the Trustee, the Paying Agent, the Master Servicer or the Depositor
        shall be affected by any notice to the contrary.

       

      (d) Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Certificate shall bind every future Holder of
        the
        same Certificate and the Holder of every Certificate issued upon the
        registration of transfer thereof or in exchange therefor or in lieu thereof,
        in
        respect of anything done, omitted or suffered to be done by the Trustee or
        the
        Master Servicer in reliance thereon, whether or not notation of such action
        is
        made upon such Certificate.

       

       

      ARTICLE
        IX

       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      BY
        THE
        MASTER SERVICER

       

      Section
        9.01. Duties
        of the Master Servicer.

       

      The
        Certificateholders, by their purchase and acceptance of the Certificates,
        appoint Aurora Loan Services LLC, as Master Servicer. For and on behalf of
        the
        Depositor, the Trustee and the Certificateholders, the Master Servicer shall
        master service the Mortgage Loans in accordance with the provisions of this
        Agreement and the provisions of the applicable Servicing Agreement.

       

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

       

      (a) The
        Master Servicer, at its expense, shall maintain in effect a Fidelity Bond
        and an
        Errors and Omissions Insurance Policy, affording coverage with respect to
        all
        directors, officers, employees and other Persons acting on such Master
        Servicer’s behalf, and covering errors and omissions in the performance of the
        Master Servicer’s obligations hereunder. The Master Servicer Errors and
        Omissions Insurance Policy and the Master Servicer Fidelity Bond shall be
        in
        such form and amount that would meet the requirements of FNMA or FHLMC if
        it
        were the purchaser of the Mortgage Loans, and if the Master Servicer receives
        notice that such policy is or shall be cancelled, it shall immediately notify
        the NIMs Insurer. The Master Servicer shall provide the Trustee and any NIMS
        Insurer upon request, with a copy of such policy and fidelity bond. The Master
        Servicer shall (i) require each Servicer to maintain an Errors and Omissions
        Insurance Policy and a Fidelity Bond in accordance with the provisions of
        the
        applicable Servicing Agreement, (ii) cause each Servicer to provide to the
        Master Servicer certificates evidencing that such policy and bond is in effect
        and to furnish to the Master Servicer any notice of cancellation, non-renewal
        or
        modification of the policy or bond received by it, as and to the extent provided
        in the applicable Servicing Agreement, and (iii) furnish copies of the
        certificates and notices referred to in clause (ii) to the Trustee upon its
        request. The Fidelity Bond and Errors and Omissions Insurance Policy may
        be
        obtained and maintained in blanket form.

       

      (b) The
        Master Servicer shall promptly report to the Trustee any material changes
        that
        may occur in the Master Servicer Fidelity Bond or the Master Servicer Errors
        and
        Omissions Insurance Policy and shall furnish to the Trustee, on request,
        certificates evidencing that such bond and insurance policy are in full force
        and effect. The Master Servicer shall promptly report to the Trustee all
        cases
        of embezzlement or fraud, if such events involve funds relating to the Mortgage
        Loans. The total losses, regardless of whether claims are filed with the
        applicable insurer or surety, shall be disclosed in such reports together
        with
        the amount of such losses covered by insurance. If a bond or insurance claim
        report is filed with any of such bonding companies or insurers, the Master
        Servicer shall promptly furnish a copy of such report to the Trustee. Any
        amounts relating to the Mortgage Loans collected by the Master Servicer under
        any such bond or policy shall be promptly remitted by the Master Servicer
        to the
        Trustee for deposit into the Certificate Account. Any amounts relating to
        the
        Mortgage Loans collected by any Servicer under any such bond or policy shall
        be
        remitted to the Master Servicer to the extent provided in the applicable
        Servicing Agreement.

      


      
        
          
            
            

          

          
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      Section
        9.03. Master
        Servicer’s Financial Statements and Related Information.

       

      For
        each
        year this Agreement is in effect, the Master Servicer shall submit to each
        Rating Agency, any NIMS Insurer, and the Depositor a copy of the annual audited
        financial statements of its corporate parent on or prior to March 31st of
        each
        year commencing on March 31, 2008.  Such financial statements shall include
        comparative balance sheets, income statements, statement of changes in
        shareholder's equity, statements of cash flows, a consolidating schedule
        showing
        consolidated subsidiaries and any related notes required pursuant to generally
        accepted accounting principles, certified by a nationally recognized firm
        of
        Independent Accountants to the effect that such financial statements were
        examined and prepared in accordance with generally accepted accounting
        principles applied on a basis consistent with that of the preceding
        year.

       

      Section
        9.04. Power
        to Act; Procedures.

       

      (a) The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, and each Servicer shall have full power and authority (to
        the
        extent provided in the applicable Servicing Agreement) to do any and all
        things
        that it may deem necessary or desirable in connection with the servicing
        and
        administration of the Mortgage Loans, including but not limited to the power
        and
        authority (i) to execute and deliver, on behalf of the Certificateholders
        and
        the Trustee, customary consents or waivers and other instruments and documents,
        (ii) to consent to transfers of any Mortgaged Property and assumptions of
        the
        Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
        and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of the ownership of the Mortgaged Property securing any Mortgage Loan, in
        each
        case, in accordance with the provisions of this Agreement and the applicable
        Servicing Agreement, as applicable; provided that the Master Servicer shall
        not
        take, or knowingly permit any Servicer to take, any action that is inconsistent
        with or prejudices the interests of the Trust Fund or the Certificateholders
        in
        any Mortgage Loan or the rights and interests of the Depositor, the Trustee
        and
        the Certificateholders under this Agreement. The Master Servicer further
        is
        authorized and empowered by the Trustee, on behalf of the Certificateholders
        and
        the Trustee, in its own name or in the name of any Servicer (to the extent
        permitted in the applicable Servicing Agreement), when the Master Servicer
        or a
        Servicer, as the case may be, believes it is appropriate in its best judgment
        to
        register any Mortgage Loan with MERS, or cause the removal from the registration
        of any Mortgage Loan on the MERS system, to execute and deliver, on behalf
        of
        the Trustee and the Certificateholders or any of them, any and all instruments
        of assignment and other comparable instruments with respect to such assignment
        or re-recording of a Mortgage in the name of MERS, solely as nominee for
        the
        Trustee and its successors and assigns. The Master Servicer shall represent
        and
        protect the interests of the Trust Fund in the same manner as it protects
        its
        own interests in mortgage loans in its own portfolio in any claim, proceeding
        or
        litigation regarding a Mortgage Loan and shall not make or knowingly permit
        any
        Servicer to make any modification, waiver or amendment of any term of any
        Mortgage Loan that would cause any REMIC included in the Trust Fund to fail
        to
        qualify as a REMIC or result in the imposition of any tax under Section 860F(a)
        or Section 860G(d) of the Code. Without limiting the generality of the
        foregoing, the Master Servicer in its own name or in the name of a Servicer,
        and
        each Servicer, to the extent such authority is delegated to such Servicer
        by the
        Master Servicer under the applicable Servicing Agreement, is hereby authorized
        and empowered by the Trustee when the Master Servicer or a Servicer, as the
        case
        may be, believes it appropriate in its best judgment and in accordance with
        Accepted Servicing Practices and the applicable Servicing Agreement, to execute
        and deliver, on behalf of itself and the Certificateholders, the Trustee
        or any
        of them, any and all instruments of satisfaction or cancellation, or of partial
        or full release or discharge and all other comparable instruments, with respect
        to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
        shall furnish the Master Servicer or a Servicer, upon request, with any powers
        of attorney prepared by the Master Servicer or such Servicer empowering the
        Master Servicer or such Servicer to execute and deliver instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        and to
        foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
        prosecute or defend in any court action relating to the Mortgage Loans or
        the
        Mortgaged Property, in accordance with the applicable Servicing Agreement
        and
        this Agreement, and the Trustee shall execute and deliver such other documents,
        as the Master Servicer may request, necessary or appropriate to enable the
        Master Servicer to master service the Mortgage Loans and carry out its duties
        hereunder and to allow each Servicer to service the Mortgage Loans, in each
        case
        in accordance with Accepted Servicing Practices (and the Trustee shall have
        no
        liability for misuse of any such powers of attorney by the Master Servicer
        or
        the applicable Servicer). If the Master Servicer or the Trustee has been
        advised
        that it is likely that the laws of the state in which action is to be taken
        prohibit such action if taken in the name of the Trustee or that the Trustee
        would be adversely affected under the “doing business” or tax laws of such state
        if such action is taken in its name, then upon request of the Trustee, the
        Master Servicer shall join with the Trustee in the appointment of a co-trustee
        pursuant to Section 6.09 hereof. In the performance of its duties hereunder,
        the
        Master Servicer shall be an independent contractor and shall not, except
        in
        those instances where it is taking action in the name of the Trustee, be
        deemed
        to be the agent of the Trustee. Notwithstanding anything to the contrary,
        the
        Master Servicer shall not without Trustee’s written consent: (i) initiate any
        action, suit or proceeding solely under the Trustee’s name without indicating
        the Master Servicer’s representative capacity or (ii) take any action with the
        intent to cause, and which actually does cause, the Trustee to be registered
        to
        do business in any state.

      


      
        
          
            
            

          

          
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      (b) In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures and exercise the same care that it customarily employs and exercises
        in master servicing and administering loans for its own account, giving due
        consideration to Accepted Servicing Practices where such practices do not
        conflict with this Agreement. Consistent with the foregoing, the Master Servicer
        may, and may permit any Servicer to, in its discretion (i) waive any late
        payment charge (but not any Prepayment Penalty Amount, except as set forth
        below) and (ii) extend the due dates for payments due on a Mortgage Note
        for a
        period not greater than 120 days; provided, however, that the maturity of
        any
        Mortgage Loan shall not be extended past the date on which the final payment
        is
        due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event
        of
        any extension described in clause (ii) above, the Master Servicer shall make
        or
        cause to be made Advances on the related Mortgage Loan in accordance with
        the
        provisions of Section 5.04 on the basis of the amortization schedule of such
        Mortgage Loan without modification thereof by reason of such extension.
        Notwithstanding anything to the contrary in this Agreement, the Master Servicer
        shall not make or knowingly permit any modification, waiver or amendment
        of any
        material term of any Mortgage Loan unless: (1) such Mortgage Loan is in default
        or default by the related Mortgagor is, in the reasonable judgment of the
        Master
        Servicer or the applicable Servicer, reasonably foreseeable, (2) in the case
        of
        a waiver of a Prepayment Penalty Amount if (a) such Mortgage Loan is in default
        or default by the related Mortgagor is reasonably foreseeable, and such waiver
        would maximize recovery of total proceeds taking into account the value of
        such
        Prepayment Penalty Amount and the related Mortgage Loan or (b) the prepayment
        is
        not the result of a refinance by the Servicer or any of its affiliates and
        (i)
        such Mortgage Loan is in default or default by the related Mortgagor is,
        in the
        reasonable judgment of the Master Servicer or the applicable Servicer,
        reasonably foreseeable, and such waiver would maximize recovery of total
        proceeds taking into account the value of such Prepayment Penalty Amount
        and the
        related Mortgage Loan or (ii) the collection of the Prepayment Penalty Amount
        would be in violation of applicable laws or (iii) the collection of such
        Prepayment Penalty Amount would be considered “predatory” pursuant to written
        guidance published or issued by any applicable federal, state or local
        regulatory authority acting in its official capacity and having jurisdiction
        over such matters, and (3) the Master Servicer shall have provided or caused
        to
        be provided to the Trustee an Opinion of Counsel (which opinion shall, if
        provided by the Master Servicer, be an expense reimbursed, to the extent
        it is
        an unanticipated expense within the meaning of Treasury Regulation Section
        1.860G-1(b)(3)(ii) from the Collection Account pursuant to Section 4.02(v))
        in
        writing to the effect that such modification, waiver or amendment would not
        cause an Adverse REMIC Event; provided, in no event shall an Opinion of Counsel
        be required for the waiver of a Prepayment Penalty Amount under clause (2)
        above.

      


      
        
          
            
            

          

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

       

      (a) Each
        Servicing Agreement requires the applicable Servicer to service the Mortgage
        Loans in accordance with the provisions thereof. References in this Agreement
        to
        actions taken or to be taken by the Master Servicer include such actions
        taken
        or to be taken by a Servicer pursuant to a Servicing Agreement. Any fees,
        costs
        and expenses and other amounts payable to such Servicers shall be deducted
        from
        amounts remitted to the Master Servicer by the applicable Servicer (to the
        extent permitted by the applicable Servicing Agreement) and shall not be
        an
        obligation of the Trust, the Trustee or the Master Servicer.

       

      (b) The
        Master Servicer shall not be required to (i) take any action with respect
        to the
        servicing of any Mortgage Loan that the related Servicer is not required
        to take
        under the related Servicing Agreement and (ii) cause a Servicer to take any
        action or refrain from taking any action if the related Servicing Agreement
        does
        not require the Servicer to take such action or refrain from taking such
        action;
        in both cases notwithstanding any provision of this Agreement that requires
        the
        Master Servicer to take such action or cause the Servicer to take such
        action.

      


      
        
          
            
            

          

          
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      (c) The
        Master Servicer, for the benefit of the Trustee and the Certificateholders,
        shall enforce the obligations of each Servicer under the related Servicing
        Agreement, and shall use its reasonable best efforts to enforce the obligations
        of each Servicer under the related Servicing Agreement and shall, upon its
        obtaining actual knowledge of the failure of a Servicer to perform its
        obligations in accordance with the related Servicing Agreement, to the extent
        that the non-performance of any such obligations would have a material adverse
        effect on a Mortgage Loan, the Trust Fund or Certificateholders, terminate
        the
        rights and obligations of such Servicer thereunder to the extent and in the
        manner permitted by the related Servicing Agreement and either act as servicer
        of the related Mortgage Loans or enter into a Servicing Agreement with a
        successor Servicer. Such enforcement, including, without limitation, the
        legal
        prosecution of claims, termination of Servicing Agreements and the pursuit
        of
        other appropriate remedies, shall be in such form and carried out to such
        an
        extent and at such time as the Master Servicer, in its good faith business
        judgment, would require were it the owner of the related Mortgage Loans.
        The
        Master Servicer shall pay the costs of such enforcement at its own expense,
        and
        shall be reimbursed therefor initially only (i) from a general recovery
        resulting from such enforcement only to the extent, if any, that such recovery
        exceeds all amounts due in respect of the related Mortgage Loans, (ii) from
        a
        specific recovery of costs, expenses or attorneys’ fees against the party
        against whom such enforcement is directed, and then, to the extent that such
        amounts are insufficient to reimburse the Master Servicer for the costs of
        such
        enforcement or (iii) from the Collection Account.

       

      (d) The
        Master Servicer shall be entitled to conclusively rely on any certifications
        or
        other information provided by the Servicers under the terms of the applicable
        Servicing Agreement, in its preparation of any certifications, filings or
        reports, in accordance with the terms hereof or as may be required by applicable
        law or regulation.

       

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

       

      (a) To
        the
        extent provided in the applicable Servicing Agreement, the Master Servicer
        shall
        cause each Servicer to establish and maintain one or more custodial accounts
        at
        a depository institution (which may be a depository institution with which
        the
        Master Servicer or any Servicer establishes accounts in the ordinary course
        of
        its servicing activities), the accounts of which are insured to the maximum
        extent permitted by the FDIC (each, an “Escrow Account”) and shall deposit
        therein any collections of amounts received with respect to amounts due for
        taxes, assessments, water rates, Standard Hazard Insurance Policy premiums
        or
        any comparable items for the account of the Mortgagors. Withdrawals from
        any
        Escrow Account may be made (to the extent amounts have been escrowed for
        such
        purpose) only in accordance with the applicable Servicing Agreement. Each
        Servicer shall be entitled to all investment income not required to be paid
        to
        Mortgagors on any Escrow Account maintained by such Servicer. The Master
        Servicer shall make (or cause to be made) to the extent provided in the
        applicable Servicing Agreement advances to the extent necessary in order
        to
        effect timely payment of taxes, water rates, assessments, Standard Hazard
        Insurance Policy premiums or comparable items in connection with the related
        Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
        pay
        such items), provided that it has determined that the funds so advanced are
        recoverable from escrow payments, reimbursement pursuant to Section 4.02(v)
        or
        otherwise.

      


      
        
          
            
            

          

          
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      (b) Costs
        incurred by the Master Servicer or by Servicers in effecting the timely payment
        of taxes and assessments on the properties subject to the Mortgage Loans
        may be
        added to the amount owing under the related Mortgage Note where the terms
        of the
        Mortgage Note so permit; provided, however, that the addition of any such
        cost
        shall not be taken into account for purposes of calculating the distributions
        to
        be made to Certificateholders. Such costs, to the extent that they are
        unanticipated expenses within the meaning of Treasury Regulations Section
        1.860G-1(b)(3)(ii) shall be recoverable by the Master Servicer pursuant to
        Section 4.02(v).

       

      Section
        9.07. Termination
        of Servicing Agreements; Successor Servicers.

       

      (a) The
        Master Servicer shall be entitled to terminate the rights and obligations
        of any
        Servicer under the applicable Servicing Agreement in accordance with the
        terms
        and conditions of such Servicing Agreement and without any limitation by
        virtue
        of this Agreement; provided, however, that in the event of termination of
        any
        Servicing Agreement by the Master Servicer or the related Servicer, the Master
        Servicer shall either act as Servicer of the related Mortgage Loans, or enter
        into a Servicing Agreement with a successor Servicer.

       

      The
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of
        servicing to a successor Servicer. The Master Servicer shall be entitled
        to be
        reimbursed from each Servicer (or by the Trust Fund, if such Servicer is
        unable
        to fulfill its obligations hereunder) for all costs associated with the transfer
        of servicing from the predecessor servicer, including without limitation,
        any
        costs or expenses associated with the complete transfer of all servicing
        data
        and the completion, correction or manipulation of such servicing data, as
        may be
        required by the Master Servicer to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Master Servicer to service the
        Mortgage Loans properly and effectively.

       

      (b) If
        the
        Master Servicer acts as Servicer, it will not assume liability for the
        representations and warranties of the Servicer, if any, that it replaces.
        The
        Master Servicer shall use reasonable efforts to have the successor Servicer
        assume liability for the representations and warranties made by the terminated
        Servicer in respect of the related Mortgage Loans, and in the event of any
        such
        assumption by the successor Servicer, the Trustee or the Master Servicer,
        as
        applicable, may, in the exercise of its business judgment, release the
        terminated Servicer from liability for such representations and
        warranties.

       

      Section
        9.08. Master
        Servicer Liable for Enforcement.

       

      Notwithstanding
        any Servicing Agreement, the Master Servicer shall remain obligated and liable
        to the Trustee and the Certificateholders in accordance with the provisions
        of
        this Agreement, to the extent of its obligations hereunder, without diminution
        of such obligation or liability by virtue of such Servicing Agreements or
        arrangements. The Master Servicer shall use commercially reasonable efforts
        to
        ensure that the Mortgage Loans are serviced in accordance with the provisions
        of
        this Agreement and shall use commercially reasonable efforts to enforce the
        provisions of each Servicing Agreement for the benefit of the
        Certificateholders. The Master Servicer shall be entitled to enter into any
        agreement with the Servicers for indemnification of the Master Servicer and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification. Except as expressly set forth herein, the Master Servicer
        shall
        have no liability for the acts or omissions of any Servicer in the performance
        by such Servicer of its obligations under the related Servicing
        Agreement.

      


      
        
          
            
            

          

          
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      Section
        9.09. No
        Contractual Relationship Between the Servicers, any NIMS Insurer and Trustee
        or
        Depositor.

       

      Any
        Servicing Agreement that may be entered into and any other transactions or
        services relating to the Mortgage Loans involving a Servicer in its capacity
        as
        such and not as an originator shall be deemed to be between such Servicer,
        the
        Seller and the Master Servicer, and the Trustee and the Depositor shall not
        be
        deemed parties thereto and shall have no claims, rights, obligations, duties
        or
        liabilities with respect to such Servicer except as set forth in Section
        9.10
        hereof.

       

      Section
        9.10. Assumption
        of Servicing Agreement by Trustee.

       

      (a) In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Event of Default under this Agreement), after
        a
        period not to exceed ninety days after issuance of any notice of termination
        pursuant to Section 6.14 or Section 9.28, as applicable, the Trustee, or
        a
        successor master servicer as appointed by Trustee in accordance with Section
        6.14, shall assume all of the rights and obligations of such Master Servicer
        hereunder and under each Servicing Agreement entered into with respect to
        the
        Mortgage Loans. The Trustee, its designee or any successor master servicer
        appointed by the Trustee shall be deemed to have assumed all of the Master
        Servicer’s interest herein and therein to the same extent as if such Servicing
        Agreement had been assigned to the assuming party, except that the Master
        Servicer shall not thereby be relieved of any liability or obligations of
        the
        Master Servicer under such Servicing Agreement accruing prior to its replacement
        as Master Servicer, and shall be liable to the Trustee, and hereby agrees
        to
        indemnify and hold harmless the Trustee from and against all costs, damages,
        expenses and liabilities (including reasonable attorneys’ fees) incurred by the
        Trustee as a result of such liability or obligations of the Master Servicer
        and
        in connection with the Trustee’s assumption (but not its performance, except to
        the extent that costs or liability of the Trustee are created or increased
        as a
        result of negligent or wrongful acts or omissions of the Master Servicer
        prior
        to its replacement as Master Servicer) of the Master Servicer’s obligations,
        duties or responsibilities thereunder; provided that the Master Servicer
        shall
        not indemnify or hold harmless the Trustee against negligent or willful
        misconduct of the Trustee.

       

      (b) The
        Master Servicer that has been terminated shall, upon request of the Trustee
        but
        at the expense of such Master Servicer or at the expense of the Trust Fund,
        deliver to the assuming party all documents and records relating to each
        Servicing Agreement and the related Mortgage Loans and an accounting of amounts
        collected and held by it and otherwise use its best efforts to effect the
        orderly and efficient transfer of each Servicing Agreement to the assuming
        party.

       

      Section
        9.11. “Due-on-Sale”
        Clauses; Assumption Agreements.

      
        


        
          
            
              
              

            

            
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      (a) To
        the
        extent provided in the applicable Servicing Agreement, to the extent Mortgage
        Loans contain enforceable due-on-sale clauses, and to the extent that the
        Master
        Servicer has knowledge of the conveyance of a Mortgaged Property, the Master
        Servicer shall use its reasonable best efforts to cause the Servicers to
        enforce
        such clauses in accordance with the applicable Servicing Agreement. If
        applicable law prohibits the enforcement of a due-on-sale clause or such
        clause
        is otherwise not enforced in accordance with the applicable Servicing Agreement,
        and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor
        may be
        released from liability in accordance with the applicable Servicing
        Agreement.

       

       

      (b) The
        Master Servicer or the related Servicer, as the case may be, shall be entitled
        to approve a request from a Mortgagor for the granting of an easement thereon
        in
        favor of another Person or any alteration or demolition of the related Mortgaged
        Property if it has determined, exercising its good faith business judgment
        in
        the same manner as it would if it were the owner of the related Mortgage
        Loan,
        that the security for, and the timely and full collectability of, such Mortgage
        Loan would not be materially adversely affected thereby. Any fee collected
        by
        the Master Servicer or the related Servicer for processing such a request
        will
        be retained by the Master Servicer or such Servicer as additional servicing
        compensation.

       

      Section
        9.12. Release
        of Mortgage Files.

       

      (a) Upon
        (i)
        becoming aware of the payment in full of any Mortgage Loan, (ii) the receipt
        by
        the Master Servicer of a notification that payment in full has been or will
        be
        escrowed in a manner customary for such purposes, or (iii) in the case of
        a
        Mortgage Loan as to which the related Mortgaged Property is located in
        California, receipt by the Master Servicer of notification from the applicable
        Servicer that the Servicer reasonably expects that payment in full will be
        received promptly, the Master Servicer will, or will cause the applicable
        Servicer to, promptly notify the Trustee (or the applicable Custodian) by
        a
        certification (which certification shall include a statement to the effect
        that
        all amounts received or to be received in connection with such payment that
        are
        required to be deposited in the Collection Account maintained by the Master
        Servicer pursuant to Section 4.01 have been or will be so deposited) of a
        Servicing Officer and shall request the Trustee or the applicable Custodian,
        to
        deliver to the applicable Servicer the related Mortgage File. In lieu of
        sending
        a hard copy certification of a Servicing Officer, the Master Servicer may,
        or
        may cause the Servicer to, deliver the request for release in a mutually
        agreeable electronic format. To the extent that such a request, on its face,
        originates from a Servicing Officer, no signature shall be required. Upon
        receipt of such certification and request, the Trustee or the applicable
        Custodian, shall promptly release the related Mortgage File to the applicable
        Servicer and neither the Trustee nor the Custodian shall have any further
        responsibility with regard to such Mortgage File. The Master Servicer is
        authorized, and each Servicer, to the extent such authority is delegated
        to such
        Servicer by the Master Servicer under the applicable Servicing Agreement,
        is
        authorized, to give, as agent for the Trustee, as the mortgagee under the
        Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
        assignment of mortgage without recourse) regarding the Mortgaged Property
        subject to the Mortgage, which instrument of satisfaction or assignment,
        as the
        case may be, shall be delivered to the Person or Persons entitled thereto
        against receipt therefor of such payment, it being understood and agreed
        that no
        expenses incurred in connection with such instrument of satisfaction or
        assignment, as the case may be, shall be chargeable to the Collection
        Account.

      
        


        
          
            
              
              

            

            
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      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of, or other
        legal
        proceedings relating to, any Mortgage Loan and in accordance with Accepted
        Servicing Practices and the applicable Servicing Agreement, the Trustee shall
        execute such pleadings, request for trustee’s sale or other documents as shall
        be prepared and furnished to the Trustee by the Master Servicer, or by a
        Servicer (in form reasonably acceptable to the Trustee) and as are necessary
        to
        the prosecution of any such proceedings. The Trustee or the Custodian, shall,
        upon request of the Master Servicer, or of a Servicer, and delivery to the
        Trustee or the applicable Custodian, of a trust receipt signed by a Servicing
        Officer substantially in the form annexed hereto as Exhibit C or in the form
        annexed to the applicable Custodial Agreement as Exhibit C, release the related
        Mortgage File held in its possession or control to the Master Servicer (or
        the
        applicable Servicer). Such trust receipt shall obligate the Master Servicer
        or
        applicable Servicer to return the Mortgage File to the Trustee or Custodian,
        as
        applicable, when the need therefor by the Master Servicer or applicable Servicer
        no longer exists unless (i) the Mortgage Loan shall be liquidated, in which
        case, upon receipt of a certificate of a Servicing Officer similar to that
        herein above specified, the trust receipt shall be released by the Trustee
        or
        the Custodian, as applicable, to the Master Servicer (or the applicable
        Servicer) or (ii) the Mortgage File has been delivered directly or through
        a
        Servicer to an attorney, or to a public trustee or other public official
        as
        required by law, for purposes of initiating or pursuing legal action or other
        proceedings for the foreclosure of the Mortgaged Property either judicially
        or
        non-judicially, and the Master Servicer has delivered directly or through
        a
        Servicer to the Trustee a certificate of a Servicing Officer certifying as
        to
        the name and address of the Person to which such Mortgage File or such document
        was delivered and the purpose or purposes of such delivery.

       

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

       

      (a) The
        Master Servicer shall transmit, or cause the applicable Servicer to transmit,
        to
        the Trustee such documents and instruments coming into the possession of
        the
        Master Servicer or such Servicer from time to time as are required by the
        terms
        hereof to be delivered to the Trustee or the applicable Custodian. Any funds
        received by the Master Servicer or by a Servicer in respect of any Mortgage
        Loan
        or which otherwise are collected by the Master Servicer or by a Servicer
        as a
        Subsequent Recovery, Liquidation Proceeds or Insurance Proceeds in respect
        of
        any Mortgage Loan shall be held for the benefit of the Trustee and the
        Certificateholders subject to the Master Servicer’s right to retain or withdraw
        from the Collection Account the Master Servicing Fee and other amounts provided
        in this Agreement, and to the right of each Servicer to retain its Servicing
        Fee
        and other amounts as provided in the applicable Servicing Agreement. The
        Master
        Servicer shall, and shall (to the extent provided in the applicable Servicing
        Agreement) cause each Servicer to, provide access to information and
        documentation regarding the Mortgage Loans to the Trustee, its agents and
        accountants and to any NIMS Insurer at any time upon reasonable request and
        during normal business hours, and to Certificateholders that are savings
        and
        loan associations, banks or insurance companies, the Office of Thrift
        Supervision, the FDIC and the supervisory agents and examiners of such Office
        and Corporation or examiners of any other federal or state banking or insurance
        regulatory authority if so required by applicable regulations of the Office
        of
        Thrift Supervision or other regulatory authority, such access to be afforded
        without charge but only upon reasonable request in writing and during normal
        business hours at the offices of the Master Servicer designated by it. In
        fulfilling such a request the Master Servicer shall not be responsible for
        determining the sufficiency of such information. The Master Servicer shall
        afford the NIMS Insurer, and shall (to the extent provided in the Servicing
        Agreement) cause the Servicer to afford the NIMS Insurer, upon reasonable
        advance notice, during normal business hours access to all records related
        to
        their respective rights and obligations hereunder and access to officers
        of the
        Master Servicer and the Servicer responsible for such obligations.

      


      
        
          
            
            

          

          
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      (b) All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
        from
        the collection of principal and interest payments or from a Subsequent Recovery,
        Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
        Servicer, or by such Servicer, for and on behalf of the Trustee and the
        Certificateholders and shall be and remain the sole and exclusive property
        of
        the Trustee; provided, however, that the Master Servicer and each Servicer
        shall
        be entitled to setoff against, and deduct from, any such funds any amounts
        that
        are properly due and payable to the Master Servicer or such Servicer under
        this
        Agreement or the applicable Servicing Agreement and shall be authorized to
        remit
        such funds to the Trustee in accordance with this Agreement.

       

      (c) The
        Master Servicer hereby acknowledges that concurrently with the execution
        of this
        Agreement, the Trustee shall own or, to the extent that a court of competent
        jurisdiction shall deem the conveyance of the Mortgage Loans from the Seller
        to
        the Depositor not to constitute a sale, the Trustee shall have a security
        interest in the Mortgage Loans and in all Mortgage Files representing such
        Mortgage Loans and in all funds and investment property now or hereafter
        held
        by, or under the control of, a Servicer or the Master Servicer that are
        collected by such Servicer or the Master Servicer in connection with the
        Mortgage Loans, whether as scheduled installments of principal and interest
        or
        as full or partial prepayments of principal or interest or as a Subsequent
        Recovery, Liquidation Proceeds or Insurance Proceeds or otherwise, and in
        all
        proceeds of the foregoing and proceeds of proceeds (but excluding any fee
        or
        other amounts to which such Servicer is entitled under the applicable Servicing
        Agreement, or the Master Servicer or the Depositor is entitled to hereunder);
        and the Master Servicer agrees that so long as the Mortgage Loans are assigned
        to and held by the Trustee or any Custodian, all documents or instruments
        constituting part of the Mortgage Files, and such funds relating to the Mortgage
        Loans which come into the possession or custody of, or which are subject
        to the
        control of, the Master Servicer or any Servicer shall be held by the Master
        Servicer or such Servicer for and on behalf of the Trustee as the Trustee’s
        agent and bailee for purposes of perfecting the Trustee’s security interest
        therein as provided by the applicable Uniform Commercial Code or other
        laws.

       

      (d) The
        Master Servicer agrees that it shall not, and shall not authorize any Servicer
        to, create, incur or subject any Mortgage Loans, or any funds that are deposited
        in any custodial account, Escrow Account or the Collection Account, or any
        funds
        that otherwise are or may become due or payable to the Trustee, to any claim,
        lien, security interest, judgment, levy, writ of attachment or other
        encumbrance, nor assert by legal action or otherwise any claim or right of
        setoff against any Mortgage Loan or any funds collected on, or in connection
        with, a Mortgage Loan.

       

      Section
        9.14. Representations
        and Warranties of the Master Servicer.

      
        


        
          
            
              
              

            

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

       

       

      (i) it
        is
        validly existing and in good standing under the jurisdiction of its formation,
        and as Master Servicer has full power and authority to transact any and all
        business contemplated by this Agreement and to execute, deliver and comply
        with
        its obligations under the terms of this Agreement, the execution, delivery
        and
        performance of which have been duly authorized by all necessary company action
        on the part of the Master Servicer;

       

      (ii) the
        execution and delivery of this Agreement by the Master Servicer and its
        performance and compliance with the terms of this Agreement will not (A)
        violate
        the Master Servicer’s certificate of formation or limited liability company
        agreement, (B) violate any law or regulation or any administrative decree
        or
        order to which it is subject or (C) constitute a default (or an event which,
        with notice or lapse of time, or both, would constitute a default) under,
        or
        result in the breach of, any material contract, agreement or other instrument
        to
        which the Master Servicer is a party or by which it is bound or to which
        any of
        its assets are subject, which violation, default or breach would materially
        and
        adversely affect the Master Servicer’s ability to perform its obligations under
        this Agreement;

       

      (iii) this
        Agreement constitutes, assuming due authorization, execution and delivery
        hereof
        by the other respective parties hereto, a legal, valid and binding obligation
        of
        the Master Servicer, enforceable against it in accordance with the terms
        hereof,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors’ rights in general, and by general equity principles (regardless of
        whether such enforcement is considered in a proceeding in equity or at
        law);

       

      (iv) the
        Master Servicer is not in default with respect to any order or decree of
        any
        court or any order or regulation of any federal, state, municipal or
        governmental agency to the extent that any such default would materially
        and
        adversely affect its performance hereunder;

       

      (v) the
        Master Servicer is not a party to or bound by any agreement or instrument
        or
        subject to any certificate of formation or limited liability company agreement
        provision or any other company restriction or any judgment, order, writ,
        injunction, decree, law or regulation that may materially and adversely affect
        its ability as Master Servicer to perform its obligations under this Agreement
        or that requires the consent of any third person to the execution of this
        Agreement or the performance by the Master Servicer of its obligations under
        this Agreement;

       

      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

      
        


        
          
            
              
              

            

            
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      (vii) the
        Master Servicer, or an Affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is an FNMA- and FHLMC-
        approved seller/servicer;

       

       

      (viii) no
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Master
        Servicer of or compliance by the Master Servicer with this Agreement or the
        consummation of the transactions contemplated by this Agreement, except for
        such
        consents, approvals, authorizations and orders (if any) as have been
        obtained;

       

      (ix) the
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Master Servicer; and

       

      (x) the
        Master Servicer has obtained an Errors and Omissions Insurance Policy and
        a
        Fidelity Bond in accordance with Section 9.02, each of which is in full force
        and effect, and each of which provides at least such coverage as is required
        hereunder.

       

      (b) It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 9.14 shall survive the execution and delivery of this Agreement.
        The
        Master Servicer shall indemnify the Depositor and the Trustee and hold them
        harmless against any loss, damages, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and other costs and expenses arising out of
        or
        related to any claim, demand, defense or assertion based on or grounded upon,
        or
        resulting from, a breach of the Master Servicer’s representations and warranties
        contained in Section 9.14(a). Notwithstanding anything in this Agreement
        to the
        contrary, the Master Servicer shall not be liable for special, indirect or
        consequential losses or damages of any kind whatsoever (including, but not
        limited to, lost profits). It is understood and agreed that the enforcement
        of
        the obligation of the Master Servicer set forth in this Section to indemnify
        the
        Depositor and the Trustee as provided in this Section constitutes the sole
        remedy (other than as set forth in Section 6.14) of the Depositor and the
        Trustee, respecting a breach of the foregoing representations and warranties.
        Such indemnification shall survive any termination of the Master Servicer
        as
        Master Servicer hereunder, and any termination of this Agreement.

       

      Any
        cause
        of action against the Master Servicer relating to or arising out of the breach
        of any representations and warranties made in this Section shall accrue upon
        discovery of such breach by any of the Depositor, Master Servicer, any NIMS
        Insurer or the Trustee or notice thereof by any one of such parties to the
        other
        parties.

       

      (c) It
        is
        understood and agreed that the representations and warranties of the Depositor
        set forth in Sections 2.03(a)(i) through (vi) shall survive the execution
        and
        delivery of this Agreement. The Depositor shall indemnify the Master Servicer
        and hold it harmless against any loss, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and other costs and expenses resulting
        from any claim, demand, defense or assertion based on or grounded upon, or
        resulting from, a breach of the Depositor’s representations and warranties
        contained in Sections 2.03(a)(i) through (vi). It is understood and agreed
        that
        the enforcement of the obligation of the Depositor set forth in this Section
        to
        indemnify the Master Servicer as provided in this Section constitutes the
        sole
        remedy of the Master Servicer respecting a breach by the Depositor of the
        representations and warranties in Sections 2.03(a)(i) through (vi).

      
        


        
          
            
              
              

            

            
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      Any
        cause
        of action against the Depositor relating to or arising out of the breach
        of the
        representations and warranties made in Sections 2.03(a)(i) through (vi) shall
        accrue upon discovery of such breach by either the Depositor or the Master
        Servicer or notice thereof by any one of such parties to the other
        parties.

       

       

      Section
        9.15. Closing
        Certificate and Opinion.

       

      On
        or
        before the Closing Date, the Master Servicer shall cause to be delivered
        to the
        Depositor, the Trustee and Lehman Brothers Inc. an Opinion of Counsel, dated
        the
        Closing Date, in form and substance reasonably satisfactory to the Depositor
        and
        Lehman Brothers Inc., as to the due authorization, execution and delivery
        of
        this Agreement by the Master Servicer and the enforceability
        thereof.

       

      Section
        9.16. Standard
        Hazard and Flood Insurance Policies.

       

      For
        each
        Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
        maintain, or cause to be maintained by each Servicer, standard fire and casualty
        insurance and, where applicable, flood insurance, all in accordance with
        the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        It is understood and agreed that such insurance shall be with insurers meeting
        the eligibility requirements set forth in the applicable Servicing Agreement
        and
        that no earthquake or other additional insurance is to be required of any
        Mortgagor or to be maintained on property acquired in respect of a defaulted
        loan, other than pursuant to such applicable laws and regulations as shall
        at
        any time be in force and as shall require such additional
        insurance.

       

      Pursuant
        to Section 4.01, any amounts collected by the Master Servicer, or by any
        Servicer, under any insurance policies maintained pursuant to this Section
        9.16
        (other than amounts to be applied to the restoration or repair of the property
        subject to the related Mortgage or released to the Mortgagor in accordance
        with
        the Master Servicer’s or the Servicer’s normal servicing procedures and Accepted
        Servicing Practices) shall be deposited into the Collection Account, subject
        to
        withdrawal pursuant to Section 4.02. Any cost incurred by the Master Servicer
        or
        any Servicer in maintaining any such insurance if the Mortgagor defaults
        in its
        obligation to do so shall be added to the amount owing under the Mortgage
        Loan
        where the terms of the Mortgage Loan so permit; provided, however, that the
        addition of any such cost shall not be taken into account for purposes of
        calculating the distributions to be made to Certificateholders and shall
        be
        recoverable by the Master Servicer or such Servicer pursuant to Section
        4.02.

       

      Section
        9.17. Presentment
        of Claims and Collection of Proceeds.

       

      The
        Master Servicer shall, or shall cause each Servicer (to the extent provided
        in
        the applicable Servicing Agreement) to, prepare and present on behalf of
        the
        Trustee and the Certificateholders all claims under the Insurance Policies
        with
        respect to the Mortgage Loans, and take such actions (including the negotiation,
        settlement, compromise or enforcement of the insured’s claim) as shall be
        necessary to realize recovery under such policies. Any proceeds disbursed
        to the
        Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
        in respect of such policies or bonds shall be promptly deposited in the
        Collection Account upon receipt, except that any amounts realized that are
        to be
        applied to the repair or restoration of the related Mortgaged Property or
        released to the Mortgagor in accordance with the Master Servicer’s or the
        Servicer’s normal servicing procedures need not be so deposited (or
        remitted).

      


      
        
          
            
            

          

          
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      Section
        9.18. Maintenance
        of the Primary Mortgage Insurance Policies.

       

      (a) The
        Master Servicer shall not take, or knowingly permit any Servicer (consistent
        with the applicable Servicing Agreement) to take, any action that would result
        in non-coverage under any applicable Primary Mortgage Insurance Policy of
        any
        loss which, but for the actions of such Master Servicer or Servicer, would
        have
        been covered thereunder. To the extent that coverage is available, the Master
        Servicer shall use its best reasonable efforts to keep in force and effect,
        or
        to cause each Servicer to keep in force and effect (to the extent that the
        Mortgage Loan requires the Mortgagor to maintain such insurance), primary
        mortgage insurance applicable to each Mortgage Loan in accordance with the
        provisions of this Agreement and the related Servicing Agreement, as applicable.
        The Master Servicer shall not, and shall not permit any Servicer to, cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy that is in effect
        at
        the date of the initial issuance of the Certificates and is required to be
        kept
        in force hereunder except as required by a applicable law or in accordance
        with
        the provisions of this Agreement and the related Servicing Agreement, as
        applicable.

       

      (b) The
        Master Servicer agrees to present, or to cause each Servicer to present,
        on
        behalf of the Trustee and the Certificateholders, claims to the insurer under
        any Primary Mortgage Insurance Policies and, in this regard, to take such
        reasonable action as shall be necessary to permit recovery under any Primary
        Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant
        to
        Section 4.01, any amounts collected by the Master Servicer or any Servicer
        under
        any Primary Mortgage Insurance Policies shall be deposited in the Collection
        Account, subject to withdrawal pursuant to Section 4.02.

       

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

       

      The
        Trustee (or the applicable Custodian, as directed by the Trustee), shall
        retain
        possession and custody of the originals of the Primary Mortgage Insurance
        Policies or certificate of insurance if applicable and any certificates of
        renewal as to the foregoing as may be issued from time to time as contemplated
        by this Agreement. Until all amounts distributable in respect of the
        Certificates have been distributed in full and the Master Servicer otherwise
        has
        fulfilled its obligations under this Agreement, the Trustee (or the applicable
        Custodian, as directed by the Trustee) shall also retain possession and custody
        of each Mortgage File in accordance with and subject to the terms and conditions
        of this Agreement. The Master Servicer shall promptly deliver or cause to
        be
        delivered to the Trustee (or the applicable Custodian), upon the execution
        or
        receipt thereof the originals of the Primary Mortgage Insurance Policies
        and any
        certificates of renewal thereof, and such other documents or instruments
        that
        constitute portions of the Mortgage File that come into the possession of
        the
        Master Servicer from time to time.

       

      Section
        9.20. Realization
        Upon Defaulted Mortgage Loans.

      
        


        
          
            
              
              

            

            
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      (a)
        The
        Master Servicer shall use its reasonable best efforts to, or to cause each
        Servicer to, foreclose upon, repossess or otherwise comparably convert the
        ownership of Mortgaged Properties securing such of the Mortgage Loans as
        come
        into and continue in default and as to which no satisfactory arrangements
        can be
        made for collection of delinquent payments, all in accordance with the
        applicable Servicing Agreement. Alternatively, the Master Servicer may take,
        or
        authorize any Servicer to take, other actions in respect of a defaulted Mortgage
        Loan, which may include (i) accepting a short sale (a payoff of the
        Mortgage Loan for an amount less than the total amount contractually owed
        in
        order to facilitate a sale of the Mortgaged Property by the Mortgagor) or
        permitting a short refinancing (a payoff of the Mortgage Loan for an amount
        less
        than the total amount contractually owed in order to facilitate refinancing
        transactions by the Mortgagor not involving a sale of the Mortgaged Property),
        (ii) arranging for a repayment plan or (iii) agreeing to a
        modification in accordance with Section 9.04. In connection with such
        foreclosure or other conversion or action, the Master Servicer shall, consistent
        with Section 9.18, follow such practices and procedures as it shall reasonably
        determine to be in the best interests of the Trust Fund and the
        Certificateholders and which shall be consistent with its customary practices
        in
        performing its general mortgage servicing activities; provided that the Master
        Servicer shall not be liable in any respect hereunder if the Master Servicer
        is
        acting in connection with any such foreclosure or other conversion or action
        in
        a manner that is consistent with the provisions of this Agreement. Neither
        the
        Master Servicer, nor any Servicer, shall be required to expend its own funds
        or
        incur other reimbursable charges in connection with any foreclosure, or
        attempted foreclosure which is not completed, or toward the correction of
        any
        default on a related senior mortgage loan, or towards the restoration of
        any
        property unless it shall determine (i) that such restoration and/or
        foreclosure will increase the proceeds of liquidation of the Mortgage Loan
        to
        the Certificateholders after reimbursement to itself for such expenses or
        charges and (ii) that such expenses and charges will be recoverable to it
        through Liquidation Proceeds or Insurance Proceeds (as provided in Section
        4.02).

       

      (b) Notwithstanding
        the foregoing provisions of this Section 9.20 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Master Servicer
        has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Master Servicer
        shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise, or (ii)
        otherwise acquire possession of, or take any other action with respect to,
        such
        Mortgaged Property, if, as a result of any such action, the Trustee, the
        Trust
        Fund or the Certificateholders would be considered to hold title to, to be
        a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Master Servicer has obtained the prior
        written
        consent of the NIMS Insurer.

       

      Section
        9.21. Compensation
        to the Master Servicer.

       

      The
        Master Servicer shall (i) be entitled, at its election, either (a) to pay
        itself
        the Master Servicing Fee, in respect of the Mortgage Loans out of any Mortgagor
        payment on account of interest prior to the deposit of such payment in the
        Collection Account it maintains or (b) to withdraw from the Collection Account
        the Master Servicing Fee to the extent permitted by Section 4.02(iv). The
        Master
        Servicer shall also be entitled, at its election, either (a) to pay itself
        the
        Master Servicing Fee in respect of each delinquent Mortgage Loan master serviced
        by it out of Liquidation Proceeds in respect of such Mortgage Loan or other
        recoveries with respect thereto to the extent permitted in Section 4.02 or
        (b)
        to withdraw from the Collection Account it maintains the Master Servicing
        Fee in
        respect of each Liquidated Mortgage Loan to the extent of such Liquidation
        Proceeds or other recoveries, to the extent permitted by Section 4.02. Servicing
        compensation in the form of assumption fees, if any, late payment charges,
        as
        collected, if any, or otherwise (but not including any Prepayment Penalty
        Amount) shall be retained by the Master Servicer (or the applicable Servicer)
        and shall not be deposited in the Collection Account. If the Master Servicer
        does not retain or withdraw the Master Servicing Fee from the Collection
        Account
        as provided herein, the Master Servicer shall be entitled to direct the Paying
        Agent to pay the Master Servicing Fee to such Master Servicer by withdrawal
        from
        the Certificate Account to the extent that payments have been received with
        respect to the applicable Mortgage Loan. The Master Servicer shall be required
        to pay all expenses incurred by it in connection with its activities hereunder
        and shall not be entitled to reimbursement therefor except as provided in
        this
        Agreement. Pursuant to Section 4.01(e), all income and gain realized from
        any
        investment of funds in the Collection Account shall be for the benefit of
        the
        Master Servicer as additional compensation. The provisions of this Section
        9.21
        are subject to the provisions of Section 6.14(b).

      


      
        
          
            
            

          

          
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      Section
        9.22. REO
        Property.

       

      (a) In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
        or to its nominee, on behalf of the Certificateholders. The Master Servicer
        shall use its reasonable best efforts to sell, or, to the extent provided
        in the
        applicable Servicing Agreement, cause the applicable Servicer to sell, any
        REO
        Property as expeditiously as possible and in accordance with the provisions
        of
        this Agreement and the related Servicing Agreement, as applicable, but in
        all
        events within the time period, and subject to the conditions set forth in
        Article X hereof. Pursuant to its efforts to sell such REO Property, the
        Master
        Servicer shall protect and conserve, or cause the applicable Servicer to
        protect
        and conserve, such REO Property in the manner and to such extent required
        by the
        applicable Servicing Agreement, subject to Article X hereof.

       

      (b) The
        Master Servicer shall deposit or cause to be deposited all funds collected
        and
        received by it, or recovered from any Servicer, in connection with the operation
        of any REO Property in the Collection Account.

       

      (c) The
        Master Servicer and the applicable Servicer, upon the final disposition of
        any
        REO Property, shall be entitled to reimbursement for any related unreimbursed
        Advances as well as any unpaid Master Servicing Fees or Servicing Fees from
        Liquidation Proceeds received in connection with the final disposition of
        such
        REO Property; provided, that (without limitation of any other right of
        reimbursement that the Master Servicer or any Servicer shall have hereunder)
        any
        such unreimbursed Advances as well as any unpaid Master Servicing Fees or
        Servicing Fees may be reimbursed or paid, as the case may be, prior to final
        disposition, out of any net rental income or other net amounts derived from
        such
        REO Property.

       

      (d) The
        Liquidation Proceeds from the final disposition of the REO Property, net
        of any
        payment to the Master Servicer and the applicable Servicer as provided above,
        shall be deposited in the Collection Account on or prior to the Determination
        Date in the month following receipt thereof (and the Master Servicer shall
        provide written notice to the Trustee upon such deposit) and be remitted
        by wire
        transfer in immediately available funds to the Trustee for deposit into the
        Certificate Account on the next succeeding Deposit Date.

      


      
        
          
            
            

          

          
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      Section
        9.23. Notices
        to the Depositor and the Trustee 

       

      (a) The
        Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
        (i) of any legal proceedings pending against the Master Servicer of the type
        described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
        Servicer shall become (but only to the extent not previously disclosed to
        the
        Master Servicer and the Depositor) at any time an affiliate of any of the
        parties listed on Exhibit R to this Agreement. On or before March 1st
        of each
        year, the Depositor shall distribute the information in Exhibit R to the
        Master
        Servicer.

       

      (b) Not
        later
        than four Business Days prior to the Distribution Date of each month, the
        Master
        Servicer shall provide to the Trustee, the Sponsor and the Depositor notice
        of
        the occurrence of any material modifications, extensions or waivers of terms,
        fees, penalties or payments relating to the Mortgage Loans during the related
        Collection Period or that have cumulatively become material over time (Item
        1121(a)(11) of Regulation AB) along with all information, data, and materials
        related thereto as may be required to be included in the related Distribution
        Report on Form 10-D. The parties to this Agreement acknowledge that the
        performance by the Master Servicer of its duties under this Section 9.23(b)
        related to the timely preparation and delivery of such information is contingent
        upon each applicable Servicer strictly observing all requirements and deadlines
        in the performance of their duties under their related Servicing Agreements.
        The
        Master Servicer shall have no liability for any loss, expense, damage or
        claim
        arising out of or with respect to any failure to properly prepare and/or
        timely
        deliver all such information where such failure results from the Master
        Servicer’s inability or failure to obtain or receive, on a timely basis, any
        information from any Servicer needed to prepare or deliver such information,
        which failure does not result from the Master Servicer’s own negligence, bad
        faith or willful misconduct.

       

      Section
        9.24. Reports
        to the Trustee.

       

      (a) Not
        later
        than 30 days after each Distribution Date, the Master Servicer shall forward
        to
        the Trustee and any NIMS Insurer a statement, deemed to have been certified
        by a
        Servicing Officer, setting forth the status of the Collection Account maintained
        by the Master Servicer as of the close of business on the related Distribution
        Date, indicating that all distributions required by this Agreement to be
        made by
        the Master Servicer have been made (or if any required distribution has not
        been
        made by the Master Servicer, specifying the nature and status thereof) and
        showing, for the period covered by such statement, the aggregate of deposits
        into and withdrawals from the Collection Account maintained by the Master
        Servicer. Copies of such statement shall be provided by the Master Servicer,
        upon request, to the Depositor, Attention: Contract Finance, and, upon request,
        any Certificateholders (or by the Trustee at the Master Servicer’s expense if
        the Master Servicer shall fail to provide such copies (unless (i) the Master
        Servicer shall have failed to provide the Trustee with such statement or
        (ii)
        the Trustee shall be unaware of the Master Servicer’s failure to provide such
        statement)).

      
        


        
          
            
              
              

            

            
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      (b) Not
        later
        than two Business Days following each Distribution Date, the Master Servicer
        shall deliver to the Person designated by the Depositor, in a format consistent
        with other electronic loan level reporting supplied by the Master Servicer
        in
        connection with similar transactions, “loan level” information with respect to
        the Mortgage Loans as of the related Determination Date, to the extent that
        such
        information has been provided to the Master Servicer by the Servicers or
        by the
        Depositor.

       

      (c) All
        information, reports and statements prepared by the Master Servicer under
        this
        Agreement shall be based on information supplied to the Master Servicer by
        the
        Servicers without independent verification thereof and the Master Servicer
        shall
        be entitled to rely on such information.

       

      (d) The
        Master Servicer shall provide the Trustee with such information as the Trustee
        may reasonably request in connection with its responsibilities under Section
        10.01 hereof provided that such information is in the possession of the Master
        Servicer.

       

      Section
        9.25. Assessment
        of Compliance and Attestation Reports. 

       

      (a) Assessment
        of Compliance

       

      (i) On
        or
        before March 15th of each calendar year in which the Depositor is required
        to
        file reports with respect to the Trust Fund in accordance with the Exchange
        Act
        and the rules and regulations of the Commission, beginning with March 15,
        2008,
        the Master Servicer, the Paying Agent (if other than the Trustee) and the
        Trustee, each at its own expense, shall furnish, and each such party shall
        cause
        any Servicing Function Participant engaged by it to furnish, each at its
        own
        expense, to the Sponsor, the Depositor, the Master Servicer and the Trustee,
        a
        report on an assessment of compliance with the Relevant Servicing Criteria
        that
        contains (A) a statement by such party of its responsibility for assessing
        compliance with the Relevant Servicing Criteria, (B) a statement that such
        party
        used the Servicing Criteria to assess compliance with the Relevant Servicing
        Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
        Criteria as of and for the fiscal year covered by the Form 10-K required
        to be
        filed pursuant to Section 6.20(e), including, if there has been any material
        instance of noncompliance with the Relevant Servicing Criteria, a discussion
        of
        each such failure and the nature and status thereof, and (D) a statement
        that a
        registered public accounting firm has issued an attestation report on such
        party’s assessment of compliance with the Relevant Servicing Criteria as of and
        for such period. Each such assessment, pursuant to clause (C) above, shall
        cover, at a minimum, the matters indicated as obligations with respect to
        such
        Person on Exhibit O attached hereto. If the Trustee and the Paying Agent
        are the
        same party, the Relevant Servicing Criteria of the Paying Agent shall be
        included in the Trustee's report. The Master Servicer shall furnish to the
        Trustee a copy of each assessment of compliance provided to it by each Custodian
        pursuant to the related Custodial Agreement and by each Servicer pursuant
        to the
        related Servicing Agreement, to the extent that the Trustee is not entitled
        to
        receive such assessments pursuant to each such applicable
        agreement.

      


      
        
          
            
            

          

          
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      (ii) When
        the
        Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee
        (or any Servicing Function Participant engaged by it) submit their assessments
        to the Trustee and the Master Servicer, such parties will also at such time
        include the assessment (and attestation pursuant to subsection (b) of this
        Section 9.25) of each Servicing Function Participant engaged by it and shall
        indicate to the Trustee what Relevant Servicing Criteria will be addressed
        in
        any such reports prepared by any such Servicing Function
        Participant.

       

      (iii) Promptly
        after receipt of each report on assessment of compliance, the Trustee shall
        confirm that the assessments, taken as a whole, address all applicable Servicing
        Criteria and taken individually address the Relevant Servicing Criteria (and
        disclose the inapplicability of the Servicing Criteria not determined to
        be
        Relevant Criteria) for each party as set forth on Exhibit O and on any similar
        exhibit set forth in each Servicing Agreement in respect of each Servicer,
        and
        each Custodial Agreement in respect of each Custodian, and shall notify the
        Depositor of any exceptions. By way of clarification and for the avoidance
        of
        doubt, it is acknowledged that the Trustee shall rely exclusively on Exhibit
        O
        and any similar exhibit set forth in each Servicing Agreement in respect
        of each
        Servicer and each Custodial Agreement in respect of each Custodian, to determine
        such applicable Servicing Criteria and Relevant Servicing Criteria, as the
        case
        may be, and shall not otherwise be reporting on the content of or sufficiency
        of
        such assessments. 

       

      (b) Attestation
        Reports

       

      (i) On
        or
        before March 15th of each calendar year in which the Depositor is required
        to
        file reports with respect to the Trust Fund in accordance with the Exchange
        Act
        and the rules and regulations of the Commission, beginning with March 15,
        2008,
        the Master Servicer, the Paying Agent (if other than the Trustee) and the
        Trustee, each at its own expense, shall cause, and each such party shall
        cause
        any Servicing Function Participant engaged by it to cause, each at its own
        expense, a registered public accounting firm (which may also render other
        services to the Master Servicer, Paying Agent or Trustee, as the case may
        be)
        that is a member of the American Institute of Certified Public Accountants
        to
        furnish a report to the Sponsor, the Depositor, the Master Servicer and the
        Trustee, as applicable, to the effect that (A) it has obtained a representation
        regarding certain matters from the management of such party, which includes
        an
        assertion that such party has complied with the Relevant Servicing Criteria,
        and
        (B) on the basis of an examination conducted by such firm in accordance with
        standards for attestation engagements issued or adopted by the PCAOB, it
        is
        expressing an opinion as to whether such party’s compliance with the Relevant
        Servicing Criteria was fairly stated in all material respects, or it cannot
        express an overall opinion regarding such party’s assessment of compliance with
        the Relevant Servicing Criteria. If the Trustee and the Paying Agent are
        the
        same party, the attestation report caused to be furnished by the Trustee
        shall
        also address the Relevant Servicing Criteria of the Paying Agent. In the
        event
        that an overall opinion cannot be expressed, such registered public accounting
        firm shall state in such report why it was unable to express such an opinion.
        Such report must be available for general use and not contain restricted
        use
        language.

      


      
        
          
            
            

          

          
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      (ii) Promptly
        after receipt of such report from the Master Servicer, the Paying Agent,
        the
        Trustee or any Servicing Function Participant engaged by such parties, the
        Trustee shall confirm that each assessment submitted pursuant subsection
        (a) of
        this Section 9.25 is coupled with an attestation meeting the requirements
        of
        this Section and notify the Depositor of any exceptions.

       

      (c) The
        Trustee’s, the Paying Agent’s and the Master Servicer’s obligation to provide
        assessments of compliance and attestations under this Section 9.25 shall
        terminate upon the filing of a Form 15 suspension notice on behalf of the
        Trust
        Fund.

       

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

       

      The
        Master Servicer shall deliver (and the Master Servicer shall cause any
        Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
        and
        the Trustee on or before March 15 of each year, commencing in March 2008,
        an
        Officer’s Certificate stating, as to the signer thereof, that (A) a review of
        such party’s activities during the preceding calendar year or portion thereof
        and of such party’s performance under this Agreement, or such other applicable
        agreement in the case of an Additional Servicer, has been made under such
        officer’s supervision and (B) to the best of such officer’s knowledge, based on
        such review, such party has fulfilled all its obligations under this Agreement,
        or such other applicable agreement in the case of an Additional Servicer,
        in all
        material respects throughout such year or portion thereof, or, if there has
        been
        a failure to fulfill any such obligation in any material respect, specifying
        each such failure known to such officer and the nature and status
        thereof.

       

      Section
        9.27. Merger
        or Consolidation.

       

      Any
        Person into which the Master Servicer may be merged or consolidated, or any
        Person resulting from any merger, conversion, other change in form or
        consolidation to which the Master Servicer shall be a party, or any Person
        succeeding to the business of the Master Servicer, shall be the successor
        to the
        Master Servicer hereunder, without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding; provided, however, that the successor or resulting
        Person to the Master Servicer shall be a Person that shall be qualified and
        approved to service mortgage loans for FNMA or FHLMC and shall have a net
        worth
        of not less than $15,000,000. Notwithstanding the foregoing, as a condition
        to
        the succession to the Master Servicer under this Agreement by any Person
        (i)
        into which the Master Servicer may be merged or consolidated, or (ii) which
        may
        be appointed as a successor to the Master Servicer, the Master Servicer shall
        notify the Depositor, at least 15 calendar days prior to the effective date
        of
        such succession or appointment, of such succession or appointment and shall
        furnish to the Depositor in writing and in form and substance reasonably
        satisfactory to the Depositor, all information reasonably necessary for the
        Trustee to accurately and timely report, pursuant to Section 6.20, the event
        under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
        under
        the Exchange Act are required to be filed under the Exchange Act). 

      


      
        
          
            
            

          

          
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      Section
        9.28. Resignation
        of Master Servicer.

       

      Except
        as
        otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer
        shall
        not resign from the obligations and duties hereby imposed on it unless it
        or the
        Trustee determines that the Master Servicer’s duties hereunder are no longer
        permissible under applicable law or are in material conflict by reason of
        applicable law with any other activities carried on by it and cannot be cured.
        Any such determination permitting the resignation of the Master Servicer
        shall
        be evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Trustee and the NIMS Insurer. No such resignation shall
        become
        effective until a period of time not to exceed 90 days after the Trustee
        and the
        NIMS Insurer receives written notice thereof from the Master Servicer and
        until
        the Trustee shall have assumed, or a successor master servicer shall have
        been
        appointed by the Trustee, such successor master servicer being acceptable
        to the
        NIMS Insurer, such consent shall not be unreasonably withheld, and until
        such
        successor shall have assumed, the Master Servicer’s responsibilities and
        obligations under this Agreement. Notice of such resignation shall be given
        promptly by the Master Servicer to the Depositor.

       

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

       

      (a) Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any other Person to perform
        any
        of the duties, covenants or obligations to be performed by the Master Servicer
        hereunder; provided, however, that the Master Servicer shall have the right
        without the prior written consent of the Trustee, the Depositor or the Rating
        Agencies to delegate or assign to or subcontract with or authorize or appoint
        an
        Affiliate of the Master Servicer to perform and carry out any duties, covenants
        or obligations to be performed and carried out by the Master Servicer hereunder.
        In no case, however, shall any such delegation, subcontracting or assignment
        to
        an Affiliate of the Master Servicer relieve the Master Servicer of any liability
        hereunder. Notice of such permitted assignment shall be given promptly by
        the
        Master Servicer to the Depositor and the Trustee. If, pursuant to any provision
        hereof, the duties of the Master Servicer are transferred to a successor
        master
        servicer, the entire amount of the Master Servicing Fees and other compensation
        payable to the Master Servicer pursuant hereto, including amounts payable
        to or
        permitted to be retained or withdrawn by the Master Servicer pursuant to
        Section
        9.21 hereof, shall thereafter be payable to such successor master
        servicer.

       

      (b) Notwithstanding
        the foregoing, for so long as reports are required to be filed with the
        Commission under the Exchange Act with respect to the Trust, the Master Servicer
        shall not utilize any Subcontractor for the performance of its duties hereunder
        if such Subcontractor would be “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB without (a) giving notice to the
        Trustee and the Depositor and (b) requiring any such Subcontractor to provide
        to
        the Master Servicer an attestation report as provided for in Section 9.25(b)
        and
        an assessment report as provided in Section 9.25(a), which reports the Master
        Servicer shall include in its attestation and assessment reports. 

       

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

      


      
        
          
            
            

          

          
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      (a) The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement.

       

      (b) No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided, however, that the duties and obligations
        of the Master Servicer shall be determined solely by the express provisions
        of
        this Agreement, the Master Servicer shall not be liable except for the
        performance of such duties and obligations as are specifically set forth
        in this
        Agreement; no implied covenants or obligations shall be read into this Agreement
        against the Master Servicer and, in absence of bad faith on the part of the
        Master Servicer, the Master Servicer may conclusively rely, as to the truth
        of
        the statements and the correctness of the opinions expressed therein, upon
        any
        certificates or opinions furnished to the Master Servicer and conforming
        to the
        requirements of this Agreement.

       

      (c) None
        of
        the Master Servicer, the Seller, any NIMS Insurer or the Depositor or any
        of the
        directors, officers, employees or agents of any of them shall be under any
        liability to the Trustee or the Certificateholders for any action taken or
        for
        refraining from the taking of any action in good faith pursuant to this
        Agreement, or for errors in judgment; provided, however, that this provision
        shall not protect the Master Servicer, the Seller, any NIMS Insurer or the
        Depositor or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in its
        performance of its duties or by reason of reckless disregard for its obligations
        and duties under this Agreement. The Master Servicer, the Seller, any NIMS
        Insurer and the Depositor and any director, officer, employee or agent of
        the
        Master Servicer shall be entitled to indemnification by the Trust Fund and
        will
        be held harmless against any loss, liability or expense incurred in connection
        with any legal action relating to this Agreement or the Certificates other
        than
        any loss, liability or expense incurred by reason of willful misfeasance,
        bad
        faith or negligence in the performance of his or its duties hereunder or
        by
        reason of reckless disregard of his or its obligations and duties hereunder.
        The
        Master Servicer, the Seller and the Depositor and any director, officer,
        employee or agent of any of them may rely in good faith on any document of
        any
        kind prima facie properly executed and submitted by any Person respecting
        any
        matters arising hereunder. The Master Servicer shall be under no obligation
        to
        appear in, prosecute or defend any legal action that is not incidental to
        its
        duties to master service the Mortgage Loans in accordance with this Agreement
        and that in its opinion may involve it in any expenses or liability; provided,
        however, that the Master Servicer may in its sole discretion undertake any
        such
        action that it may deem necessary or desirable in respect to this Agreement
        and
        the rights and duties of the parties hereto and the interests of the
        Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund and the Master Servicer shall be entitled to
        be
        reimbursed therefor out of the Collection Account it maintains as provided
        by
        Section 4.02. Notwithstanding anything herein to the contrary, neither the
        Master Servicer nor the Trustee shall have any liability for the servicing
        of
        the Additional Collateral, including, without limitation, the perfection,
        continuation, partial release, release, termination, realization upon,
        substitution, foreclosure, sale, or any other matter with respect to the
        Additional Collateral, or the enforcement of the Additional Collateral Servicing
        Agreement.

       

      Section
        9.31. Indemnification;
        Third-Party Claims.

      


      
        
          
            
            

          

          
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      The
        Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee
        (including in its capacity as the Certificate Registrar and the Paying Agent),
        and their respective officers, directors, agents and affiliates, hold each
        of
        them harmless against any and all claims, losses, penalties, fines, forfeitures,
        reasonable legal fees and related costs, judgments, and any other costs,
        liability, fees and expenses that the Depositor, the Sponsor or the Trustee
        (including in its capacity as the Certificate Registrar and the Paying Agent)
        may sustain arising out of or based upon (a) any material breach by the Master
        Servicer of any of its obligations hereunder, including particularly its
        obligations to provide any report under Section 9.25(a), Section 9.25(b)
        or
        Section 9.26 or any information, data or materials required to be included
        in
        any Exchange Act report, provided, however, that in no event shall the Master
        Servicer be liable for any special, consequential, indirect or punitive damages
        pursuant to this Section 9.31, even if advised of the possibility of such
        damages, (b) any material misstatement or omission on any information, data,
        or
        materials provided by the Master Servicer, or (c) the negligence, bad faith
        or
        willful misconduct of the Master Servicer in connection with its performance
        hereunder. The Depositor, the Sponsor and the Trustee shall immediately notify
        the Master Servicer if a claim is made by a third party with respect to this
        Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the
        Trustee to indemnification hereunder, whereupon the Master Servicer shall
        assume
        the defense of any such claim and pay all expenses in connection therewith,
        including counsel fees, and promptly pay, discharge and satisfy any judgment
        or
        decree which may be entered against it or them in respect of such claim.
        This
        indemnification shall survive the termination of this Agreement or the
        termination of the Master Servicer as a party to this Agreement.

       

      Section
        9.32. Allocation
        to Related Mortgage Pool.

       

      Payments
        described in this Article IX made from the Trust Fund shall be allocated
        and
        limited to collections or other recoveries on the related Mortgage Pool or
        Pools
        and shall be accounted for in such manner.

       

      ARTICLE
        X

       

      REMIC
        ADMINISTRATION

       

      Section
        10.01. REMIC
        and Grantor Trust Administration.

       

      (a) REMIC
        elections for each REMIC created hereunder as set forth in the Preliminary
        Statement and this Section 10.01 shall be made on Forms 1066 or other
        appropriate federal tax or information return for the taxable year ending
        on the
        last day of the calendar year in which the Certificates are issued. For purposes
        of such elections, (i) each of the SWAP REMIC Regular Interests is hereby
        designated as a regular interest in the SWAP REMIC; (ii) each of the REMIC
        I-1
        Regular Interests is hereby designated as a regular interest in REMIC I-1;
        (iii)
        each of the REMIC I-2 Regular Interests is hereby designated as a regular
        interest in REMIC I-2 and (iv) each of the REMIC II-1 Regular Interests is
        hereby designated as a regular interest in REMIC II-1. The Class SW-R Interest
        is hereby designated as the sole residual interest in the SWAP REMIC. The
        Class
        LTI1-R Interest is hereby designated as the sole residual interest in REMIC
        I-1.
        The Residual I Interest is hereby designated as the sole residual interest
        in
        REMIC I-2. The Class LTII1-R Interest is hereby designated as the sole residual
        interest in REMIC II-1. The Class R-I Certificate evidences ownership of
        the
        Class SW-R Interest, the Class LTI1-R Interest and the Residual I Interest.
        The
        Class R-II Certificate evidences ownership of the Class LTII1-R Interest.
        The
        Class P-I and Class P-II Certificates shall be neither regular interests
        nor
        residual interests in any REMIC created hereunder. It is the intention of
        the
        parties hereto that the segregated pool of assets consisting of any collections
        of Prepayment Penalty Amounts (i) related to the Mortgage Loans in Pool
        1
        and (ii) related to the Mortgage Loans in Pool 2,
        each
        constitute a grantor trust for federal income tax purposes. The Trustee,
        by its
        execution and delivery hereof, acknowledges the assignment to it of the Grantor
        Trust Assets and declares that it holds and will hold such assets in trust
        for
        the exclusive use and benefit of all present and future Holders of the Class
        P-I
        (in the case of collections of Prepayment Penalty Amounts related to Pool
        1) and
        Class P-II (in the case of collections of Prepayment Penalty Amounts related
        to
        Pool 2) Certificates. The rights of Holders of the Class P-I and Class P-II
        Certificates to receive distributions from the proceeds of the Grantor Trust
        Assets, and all ownership interests of such Holders in and to such
        distributions, shall be as set forth in this Agreement. It
        is
        intended that the rights of the Class 2-AX Certificates to receive payments
        in
        respect of FPD Premiums shall be accounted for as property held separate
        and
        apart from the REMIC regular interest represented by such Certificates. This
        provision is intended to satisfy the requirements of Treasury Regulations
        Section 1.860G-2(i) for the treatment of property rights coupled with REMIC
        interests to be separately respected and shall be interpreted consistently
        with
        such regulation.

      


      
        
          
            
            

          

          
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      (b) The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 860G(a)(9) of the Code. The latest possible maturity date
        for
        purposes of Treasury Regulation Section 1.860G-1(a)(4) is the “Latest Possible
        Maturity Date”.

       

      (c) The
        Trustee shall represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. The Trustee shall pay any and all tax related
        expenses (not including taxes) of each REMIC and each Grantor Trust, including
        but not limited to any professional fees or expenses related to audits or
        any
        administrative or judicial proceedings with respect to such REMIC or such
        Grantor Trust that involve the Internal Revenue Service or state tax
        authorities, but only to the extent that (i) such expenses are ordinary or
        routine expenses, including expenses of a routine audit but not expenses
        of
        litigation (except as described in (ii)); or (ii) such expenses or liabilities
        (including taxes and penalties) are attributable to the negligence or willful
        misconduct of the Trustee in fulfilling its duties hereunder (including its
        duties as tax return preparer). The Trustee shall be entitled to reimbursement
        from the Certificate Account of the expenses to the extent (x) provided in
        clause (i) above and (y) in the case of expenses relating to a REMIC provided
        for hereunder, such expenses are “unanticipated expenses” within the meaning of
        Treasury Regulations Section 1.860G-1(b)(3)(ii). Any reimbursement described
        in
        the preceding sentence shall be allocated and limited to collections or other
        recoveries on the related Mortgage Pool and shall be accounted for in such
        manner.

       

      (d) The
        Trustee shall prepare, sign and file all of each REMIC’s federal and state tax
        and information returns as such REMIC’s direct representative. The Trustee shall
        prepare, file and sign, all of the tax returns in respect of each Grantor
        Trust.
        The Trustee shall comply with such requirement by filing Form 1041. The expenses
        of preparing and filing such returns shall be borne by the Trustee. If any
        Disqualified Organization acquires any Ownership Interest in a Residual
        Certificate, then the Trustee will upon request provide to the Internal Revenue
        Service, and to the persons specified in Sections 860E(e)(3) and (6) of the
        Code, such information as required in Section 860D(a)(6)(B) of the Code needed
        to compute the tax imposed under Section 860E(e) of the Code on transfers
        of
        residual interests to disqualified organizations and the Trustee will be
        reimbursed by the Trust for all expenses incurred therewith solely from amounts
        received for the provision of such information from persons specified in
        Sections 860E(e)(3) and (6) of the Code.

      


      
        
          
            
            

          

          
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      (e) The
        Trustee or its designee shall perform on behalf of each REMIC and each Grantor
        Trust all reporting and other tax compliance duties that are the responsibility
        of such REMIC or Grantor Trust under the Code, the REMIC Provisions, or other
        compliance guidance issued by the Internal Revenue Service or any state or
        local
        taxing authority. Among its other duties, if required by the Code, the REMIC
        Provisions, or other such guidance, the Trustee shall provide (i) to the
        Treasury or other governmental authority such information as is necessary
        for
        the application of any tax relating to the transfer of a Residual Certificate
        to
        any disqualified person or organization and (ii) to the Certificateholders
        such
        information or reports as are required by the Code or REMIC
        Provisions.

       

      (f) The
        Trustee, the Master Servicer and the Holders of Certificates shall take any
        action, within their respective control and scope of their duties, or cause
        any
        REMIC hereunder to take any action necessary to create or maintain the status
        of
        such REMIC as a REMIC under the REMIC Provisions and shall assist each other
        as
        necessary to create or maintain such status. Neither the Trustee, the Master
        Servicer nor the Holder of any Residual Certificate shall take any action,
        cause
        any REMIC to take any action or fail to take (or fail to cause to be taken)
        any
        action within their respective control and scope of their duties, that, under
        the REMIC Provisions, if taken or not taken, as the case may be, could (i)
        endanger the status of any such REMIC as a REMIC or (ii) result in the
        imposition of a tax upon any such REMIC (including but not limited to the
        tax on
        prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
        prohibited contributions set forth on Section 860G(d) of the Code) (either
        such
        event, an “Adverse REMIC Event”) unless the Trustee, the NIMS Insurer and the
        Master Servicer have received an Opinion of Counsel (at the expense of the
        party
        seeking to take such action) to the effect that the contemplated action will
        not
        endanger such status or result in the imposition of such a tax. In addition,
        prior to taking any action with respect to any such REMIC or the assets therein,
        or causing any such REMIC to take any action, which is not expressly permitted
        under the terms of this Agreement, any Holder of a Residual Certificate will
        consult with the Trustee, the NIMS Insurer, the Master Servicer, or their
        respective designees, in writing, with respect to whether such action could
        cause an Adverse REMIC Event to occur with respect to such REMIC, and no
        such
        Person shall take any such action or cause such REMIC to take any such action
        as
        to which the Trustee, the NIMS Insurer or the Master Servicer has advised
        it in
        writing that an Adverse REMIC Event could occur.

       

      (g) The
        Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
        based
        upon information calculated in accordance with this Agreement pursuant to
        instructions given by the Depositor, and further, the Trustee shall sign
        and
        shall file, federal tax returns (including but not limited to appropriate
        REMIC
        elections on Form 1066) and appropriate state income tax returns and such
        other
        returns as may be required by applicable law relating to the Trust Fund,
        and
        shall file any other documents to the extent required by applicable state
        tax
        law (to the extent such documents are in the Trustee’s possession). The Trustee
        shall forward copies to the Depositor of all such returns and Form 1099
        supplemental tax information and such other information within the control
        of
        the Trustee as the Depositor may reasonably request in writing, and shall
        distribute to each Certificateholder such forms and furnish such information
        within the control of the Trustee as are required by the Code and the REMIC
        Provisions to be furnished to them, and will prepare and distribute to
        Certificateholders Form 1099 (supplemental tax information) (or otherwise
        furnish information within the control of the Trustee) to the extent required
        by
        applicable law. The Master Servicer shall indemnify the Trustee for any
        liability of or assessment against the Trustee, arising out of or based on
        any
        error in any of such tax or information returns directly resulting from errors
        in the information provided by such Master Servicer.

      


      
        
          
            
            

          

          
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      (h) The
        Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
        behalf of each REMIC, an application on IRS Form SS-4. The Trustee, upon
        receipt
        from the IRS of the Notice of Taxpayer Identification Number Assigned for
        each
        REMIC, shall promptly forward copies of such notices to the Trustee, the
        Master
        Servicer and the Depositor. The Trustee will file an IRS Form 8811 for the
        REMICs created hereunder. The Trustee shall sign such forms referred to in
        this
        Section 10.01(h) as may be required under applicable law.

       

      (i) Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        the related REMIC by federal or state governmental authorities. To the extent
        that such Trust taxes are not paid by a Residual Certificateholder, the Trustee
        shall pay any remaining REMIC taxes out of current or future amounts otherwise
        distributable to the Holder of the Residual Certificate in such REMIC or,
        if no
        such amounts are available, out of other amounts held in the Collection Account,
        and shall reduce amounts otherwise payable to holders of regular interests
        in
        such REMIC, as the case may be.

       

      (j) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each REMIC on a calendar year and on an accrual basis.

       

      (k) No
        additional contributions of assets shall be made to any REMIC, except as
        expressly provided in this Agreement with respect to Qualified Substitute
        Mortgage Loans and any contributions from the Funding Account as provided
        for in
        Section 5.06 hereof.

       

      (l) Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any REMIC will receive a fee or other compensation for services.

       

      (m) Upon
        the
        request of any Rating Agency or any NIMS Insurer, the Trustee shall deliver
        to
        such Rating Agency and to the NIMS Insurer an Officer’s Certificate stating the
        Trustee’s compliance with the provisions of this Section 10.01. 

       

      (n) The
        SWAP
        REMIC shall consist of all of the assets of the Trust Fund related to Pool
        1
        (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust,
        (iii)
        the Pool 1 Interest Rate Cap Agreement, (iv) the Pool 1 Basis Risk Reserve
        Fund,
        (v) the rights to receive Prepayment Penalty Amounts distributable to the
        Class
        P Certificates, (vi) the Funding Account and 1-X Component Account, (vii)
        the
        Lower Tier Interests, (viii) the right to receive FPD Premiums and (ix) any
        of
        the grantor trusts described in Section 10.01 hereof. The SWAP REMIC Regular
        Interests shall be designated as the regular interests in the SWAP REMIC,
        and
        the Class SW-R Interest shall be designated as the sole class of residual
        interest in the SWAP REMIC. Each of the SWAP REMIC Regular Interests shall
        have
        the characteristics set forth in the Preliminary Statement.

      


      
        
          
            
            

          

          
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      REMIC
        I-1
        shall consist of the SWAP REMIC Regular Interests. The REMIC I-1 Regular
        Interests shall be designated as the regular interests in REMIC I-1, and
        the
        Class LTI1-R Interest shall be designated as the sole class of residual interest
        in REMIC I-1. Each of the REMIC I-1 Regular Interests shall have the
        characteristics set forth in the Preliminary Statement.

       

      The
        assets of REMIC I-2 shall be the REMIC I-1 Regular Interests. The REMIC I-2
        Regular Interests shall be designated as the regular interests in REMIC I-2
        and
        the Residual I Interest shall be designated as the sole class of residual
        interest in REMIC I-2. For federal income tax purposes, the interest rate
        on
        each REMIC I-2 Regular Interest (other than the Uncertificated Class 1-X
        Interest and other than the Class LTI2-IO Interest) shall be subject to a
        cap
        equal to the REMIC Pass-Through Rate.

       

      The
        beneficial ownership of the Class SW-R Interest, the Class LTI1-R Interest
        and
        the Residual I Interest shall be represented by the Class R-I Certificate.
        None
        of the Class SW-R Interest, the Class LTI1-R Interest and the Residual I
        Interest shall have a principal balance or bear interest.

       

      REMIC
        II-1 shall consist of all of the assets of the Trust Fund related to Pool
        2
        (other than the rights to receive Prepayment Penalty Amounts distributable
        to
        the Class P Certificates, the Funding Account and the right to receive FPD
        Premiums). The REMIC II-1 Regular Interests shall be designated as the regular
        interests in REMIC II-1, and the Class LTII1-R Interest shall be designated
        as
        the sole class of residual interest in REMIC II-1. 

       

      The
        beneficial ownership of the Class LTII1-R Interest shall be represented by
        the
        Class R-II Certificate. The entitlement of the Class R-II Certificate to
        payments of principal and interest shall be attributable to its representation
        of the Class LTII1-R Interest.

       

      (o) It
        is
        intended that the rights of each Class of Pool 1 Certificates to receive
        payments in respect of Excess Interest shall be treated as a right in interest
        rate cap contracts written by the holders of the Class X Certificates in
        favor
        of the holders of each Class of the Pool 1 Certificates and such shall be
        accounted for as property held separate and apart from the regular interests
        in
        REMIC I-2 held by the holders of the Pool 1 Certificates. This provision
        is
        intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i)
        for the treatment of property rights coupled with REMIC interests to be
        separately respected and shall be interpreted consistently with such regulation.
        On each Distribution Date, to the extent that any of the Pool 1 Certificates
        receive payments in respect of Excess Interest, such amounts, to the extent
        not
        derived from payments on the Pool 1 Interest Rate Cap Agreement or from payments
        on the Swap Agreement, will be treated as distributed by REMIC I-2 to the
        Class
        X Certificates in
        respect of the Uncertificated Class 1-X Interest pro
        rata
        and then
        paid to the relevant Class of Pool 1 Certificates pursuant to the related
        interest cap agreement. The Trustee is hereby directed to perform its duties
        and
        obligations in accordance with this Section 10.01(o).

      


      
        
          
            
            

          

          
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      It
        is
        intended that the beneficial owners of the Pool 1 Certificates shall be treated
        as having entered into a notional principal contract with respect to the
        beneficial owners of the Class X Certificates. Pursuant to each such notional
        principal contract, all beneficial owners of the Pool 1 Certificates shall
        be
        treated as having agreed to pay, on each Distribution Date, to the beneficial
        owners of the Class X Certificates an aggregate amount equal to the excess,
        if
        any, of (i) the amount payable on such Distribution Date on the Related REMIC
        I-2 Interest corresponding to such Class of Pool 1 Certificates over (ii)
        the
        amount payable on such Class of Pool 1 Certificates on such Distribution
        Date
        (such excess, a “Class I Shortfall”). A Class I Shortfall shall be allocated to
        each Class of Pool 1 Certificates to the extent that interest accrued on
        such
        Class for the related Accrual Period at the Certificate Interest Rate for
        a
        Class, computed by substituting “REMIC Pass-Through Rate” for the Pool 1 Net
        Funds Cap set forth in the definition thereof, exceeds the amount of interest
        payable on such Certificate for the related Accrual Period. A Class I Shortfall
        payable from principal collections shall be allocated to the most subordinate
        Class of Pool 1 Certificates with an outstanding principal balance to the
        extent
        of such balance. In addition, pursuant to such notional principal contract,
        the
        beneficial owner of the Class X Certificates shall be treated as having agreed
        to make payments in respect of Excess Interest to the beneficial holders
        of the
        Pool 1 Certificates in accordance with the terms of this Agreement. Any payments
        to the Pool 1 Certificates in light of the foregoing shall not be payments
        with
        respect to a “regular interest” in a REMIC within the meaning of Code Section
        860G(a)(1). However, any payment by beneficial owners of Pool 1 Certificates
        of
        a Class I Shortfall shall be treated for tax purposes as having been received
        by
        the beneficial owners of such Certificates in respect of their interests
        in
        REMIC I-2 and as having been paid by such beneficial owners to the Class
        X
        Certificates pursuant to the notional principal contract. Thus, each Pool
        1
        Certificate and each Class X Certificate shall be treated as representing
        not
        only ownership of regular interests in REMIC I-2, but also ownership of an
        interest in (and obligations with respect to) a notional principal
        contract.

       

      (p) The
        parties hereto intend that the Uncertificated Class 1-X Interest, the
        uncertificated Class LTI2-IO Interest, the Pool 1 Interest Rate Cap Agreement,
        the Swap Agreement, the Supplemental Interest Trust, the right to receive
        payments in respect of Class I Shortfalls from the holders of the Pool 1
        Certificates, the Pool 1 Basis Risk Reserve Fund, the obligation of the holders
        of the Class X Certificates to pay amounts of Excess Interest to the holders
        of
        the Pool 1 Certificates and the right to receive FPD Premiums shall be treated
        as a “grantor trust” under the Code, and the provisions hereof shall be
        interpreted consistently with this intention. In furtherance of such intention,
        the Trustee shall (i) furnish or cause to be furnished to the holders of
        the
        Class X Certificates information regarding their allocable share, if any,
        of the
        income with respect to such grantor trust, (ii) file or cause to be filed
        with
        the Internal Revenue Service Form 1041 (together with any necessary attachments)
        and such other forms as may be applicable and (iii) comply with such information
        reporting obligations with respect to payments from such grantor trust to
        the
        holders of Pool 1 Certificates and Class X Certificates as may be applicable
        under the Code. The Trustee is hereby directed to perform its duties and
        obligations in accordance with this Section 10.01(p).

       

      The
        parties intend that all amounts paid to the Swap Counterparty under the Swap
        Agreement shall be deemed for federal income tax purposes to be paid by the
        Class X Certificates first, out of funds deemed received in respect of the
        Class
        LTI2-IO Interest, second, out of funds deemed received in respect of the
        Uncertificated Class 1-X Interest and third, out of funds deemed received
        in
        respect of Class I Shortfalls described in Section 10.01(o), and the provisions
        hereof shall be interpreted consistently with this intention. 

      


      
        
          
            
            

          

          
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      The
        Supplemental Interest Trust shall be an “outside reserve fund” for federal
        income tax purposes and not an asset of any REMIC. Furthermore, the Holders
        of
        the Class X Certificates shall be the beneficial owners of the Supplemental
        Interest Trust for all federal income tax purposes, and shall be taxable
        on all
        income earned thereon.

       

      (q) [Reserved.]

       

      (r) Payments
        in the nature of expenses, reimbursements and indemnifications made from
        the
        Trust Fund shall be allocated and limited to collections or other recoveries
        on
        the related Mortgage Pool or Mortgage Pools (if applicable) and shall be
        accounted for in such manner.

       

      (s) The
        Trustee shall treat the 1-X Component Account as an outside reserve fund
        within
        the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder
        of
        the Class C Certificates and that is not an asset of any REMIC.

       

      (t) The
        SWAP REMIC:
        On each
        Distribution Date, the Trustee shall first pay or charge as an expense of
        the
        SWAP REMIC all expenses of the Trust Fund related to Pool 1 for such
        Distribution Date, other than any Net Swap Payment or Swap Termination Payment
        required to be made from the Trust Fund.

       

      On
        each
        Distribution Date the Trustee shall distribute the aggregate Interest Remittance
        Amount for Pool 1 (net of expenses described in the preceding paragraph)
        with
        respect to each of the SWAP REMIC Regular Interests based on the interest
        rates
        for such interests set forth in the Preliminary Statement hereto.

       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Principal
        Remittance Amount for Pool 1 with respect to the SWAP REMIC Regular Interests,
        first to the Class SW-Z Interest until its principal balance is reduced to
        zero,
        and then sequentially, to the other SWAP REMIC Regular Interests in ascending
        order of their numerical class designation, and, with respect to each pair
        of
        classes having the same numerical designation, in equal amounts to each such
        class, until the principal balance of each such class is reduced to zero.
        All
        losses on the Mortgage Loans in Pool 1 shall be allocated among the SWAP
        REMIC
        Regular Interests in the same manner that principal distributions are allocated.
        Increases in principal amount as a result of Subsequent Recoveries with respect
        to the Mortgage Loans in Pool 1 shall be allocated among the SWAP REMIC Regular
        Interests in the reverse fashion from the manner in which losses are allocated.
        Any amounts remaining in the SWAP REMIC after the aforementioned distributions
        shall be distributed to the Class SW-R Interest.

       

      REMIC
        I-1:
        All
        payments received by REMIC I-1 with respect to the SWAP REMIC Regular Interests
        shall be paid to the REMIC I-1 Regular Interests until the principal balance
        of
        all such interests have been reduced to zero and any losses allocated to
        such
        interests have been reimbursed. Any excess amounts shall be distributed to
        the
        Class LTI1-R Interest. 

       

      On
        each
        Distribution Date,

      


      
        
          
            
            

          

          
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      (i) interest
        shortfalls with respect to the Mortgage Loans shall be allocated to the REMIC
        I-1 Regular Interests (other than the Class LTI1-IO Interest) pro
        rata
        based on
        interest otherwise accrued thereon;

       

      (ii) the
        principal balance of each REMIC I-1 Regular Interest shall be increased by
        the
        amount of interest accrued thereon (net of interest shortfalls allocated
        thereto
        pursuant to the immediately preceding clause (i));

       

      (iii) cash
        received by REMIC I-1 with respect to the SWAP REMIC Regular Interests shall
        be
        distributed first to the Class LTI1-IO Interest in reduction of its principal
        balance so that its principal balance is as close as possible to zero. Any
        remaining cash shall be distributed to, and losses with respect to the Mortgage
        Loans in Pool 1 shall be allocated, first, to each of the REMIC I-1 Marker
        Classes, in reduction of its principal balance so that its principal balance
        is
        a close as possible to 50% of the principal balance of its Corresponding
        Class,
        and second, to the Class LTI1-X Interest in reduction of its principal balance
        so that its principal balance is as close as possible to the sum of (x) 50%
        of
        the aggregate Scheduled Principal Balance of the Mortgage Loans in Pool 1
        and
        (y) 50% of the Pool 1 Overcollateralization Amount.

       

      If
        on any
        Distribution Date there is an increase in the Certificate Principal Amount
        of
        any Pool 1 Certificate as a result of the proviso in the definition of
        Certificate Principal Amount, then there shall be a corresponding increase
        in
        the principal amount of the REMIC I-1 Regular Interests allocated as
        follows:

       

      first,
        to each
        of the REMIC I-1 Regular Interests (other than the Class LTI1-X Interest
        and
        other than the Class LTI1-IO Interest) so that the principal balance of each
        such interest is as close as possible to 50% of the principal balances of
        its
        Corresponding Class; and

       

      second,
        to the
        Class LTI1-X Interest so that the principal balance of such interest is as
        close
        as possible to the sum of (x) 50% of the aggregate Scheduled Principal Balance
        of the Mortgage Loans in Pool 1 and (y) 50% of the Pool 1 Overcollateralization
        Amount.

       

      (u) Notwithstanding
        the priority and sources of payments set forth in Article 5 hereof or otherwise,
        the Trustee shall account for all distributions with respect to a Class of
        Pool
        1 Certificates in amounts that differ from those payable pursuant to the
        regular
        interest in REMIC I-2 corresponding to such Class as amounts paid or received
        (as appropriate) pursuant to the interest rate cap contracts or notional
        principal contracts provided for in this Section. In no event shall any such
        amounts be treated as payments with respect to a “regular interest” in a REMIC
        within the meaning of Code Section 860G(a)(1).

       

      Section
        10.02. Prohibited
        Transactions and Activities.

       

      Neither
        the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
        or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of the REMIC holding such Mortgage Loan pursuant to
        Article VII of this Agreement, (iv) a substitution pursuant to Article II
        of
        this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article
        II of
        this Agreement, nor acquire any assets for any REMIC, nor sell or dispose
        of any
        investments in the Certificate Account for gain, nor accept any contributions
        to
        any REMIC after the Closing Date (other than, if applicable, any contributions
        from the Funding Account as provided in Section 5.06 hereof), unless it has
        received an Opinion of Counsel (at the expense of the party causing such
        sale,
        disposition, or substitution), a copy of which shall be provided to any NIMS
        Insurer, that such disposition, acquisition, substitution, or acceptance
        will
        not (a) affect adversely the status of such REMIC as a REMIC or of the
        Certificates other than the Residual Certificates as the regular interests
        therein, (b) affect the distribution of interest or principal on the
        Certificates, (c) result in the encumbrance of the assets transferred or
        assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
        or (d) cause such REMIC to be subject to a tax on prohibited transactions
        or
        prohibited contributions pursuant to the REMIC Provisions.

      


      
        
          
            
            

          

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

       

      In
        the
        event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or
        incurs federal, state or local taxes as a result of a prohibited transaction
        or
        prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Trustee of its duties and obligations set forth herein,
        the
        Trustee shall indemnify the NIMS Insurer and the Holder of the related Residual
        Certificate against any and all losses, claims, damages, liabilities or expenses
        (“Losses”) resulting from such negligence; provided, however, that the Trustee
        shall not be liable for any such Losses attributable to the action or inaction
        of the Master Servicer, the NIMS Insurer, the Depositor, or the Holder of
        such
        Residual Certificate or any other party, as applicable, nor for any such
        Losses
        resulting from misinformation provided by the Master Servicer, the Holder
        of
        such Residual Certificate on which the Trustee has relied. The foregoing
        shall
        not be deemed to limit or restrict the rights and remedies of the Holder
        of such
        Residual Certificate now or hereafter existing at law or in equity.
        Notwithstanding the foregoing, however, in no event shall the Trustee have
        any
        liability pursuant to this Section 10.03 (1) for any action or omission that
        is
        taken in accordance with and in compliance with the express terms of, or
        which
        is expressly permitted by the terms of, this Agreement, (2) for any Losses
        other
        than arising out of a negligent performance by the Trustee of its duties
        and
        obligations set forth herein, and (3) for any special or consequential damages
        to Certificateholders (in addition to payment of principal and interest on
        the
        Certificates).

       

      Section
        10.04. REO
        Property.

       

      (a) Notwithstanding
        any other provision of this Agreement, the Master Servicer, acting on behalf
        of
        the Trustee hereunder, shall not (except to the extent provided in the
        applicable Servicing Agreement), knowingly permit any Servicer to, rent,
        lease,
        or otherwise earn income or otherwise take or fail to take any action on
        behalf
        of any REMIC with respect to any REO Property which might cause such REO
        Property to fail to qualify as “foreclosure” property within the meaning of
        section 860G(a)(8) of the Code or result in the receipt by any REMIC of any
        “income from non-permitted assets” within the meaning of section 860F(a)(2) of
        the Code or any “net income from foreclosure property” which is subject to tax
        under the REMIC Provisions unless the Master Servicer has advised, or has
        caused
        the applicable Servicer to advise, the Trustee in writing to the effect that,
        under the REMIC Provisions, such action would not adversely affect the status
        of
        any REMIC as a REMIC and any income generated for such REMIC by the REO Property
        would not result in the imposition of a tax upon such REMIC.

      


      
        
          
            
            

          

          
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      (b) The
        Master Servicer shall make, or shall cause the applicable Servicer to make,
        reasonable efforts to sell any REO Property for its fair market value. In
        any
        event, however, the Master Servicer shall, or shall cause the applicable
        Servicer to, dispose of any REO Property within three years from the end
        of the
        calendar year of its acquisition by the Trust Fund unless the Master Servicer
        has received a grant of extension from the Internal Revenue Service to the
        effect that, under the REMIC Provisions and any relevant proposed legislation
        and under applicable state law, the applicable REMIC may hold REO Property
        for a
        longer period without adversely affecting the REMIC status of such REMIC
        or
        causing the imposition of a Federal or state tax upon such REMIC. If such
        an
        extension has been received, then (a) the Master Servicer shall provide a
        copy
        of such extension to the Trustee and (b) the Master Servicer, acting on behalf
        of the Trustee hereunder, shall, or shall cause the applicable Servicer to,
        continue to attempt to sell the REO Property for its fair market value for
        such
        period longer than three years as such extension permits (the “Extended
        Period”). If the Master Servicer has not received such an extension, or the
        Master Servicer is acting on behalf of the Trustee hereunder, or the applicable
        Servicer is unable to sell the REO Property within 33 months after its
        acquisition by the Trust Fund or if the Trustee has received such an extension,
        and the Trustee, or the Master Servicer acting on behalf of the Trustee
        hereunder, is unable to sell the REO Property within the period ending three
        months before the close of the Extended Period, the Master Servicer shall,
        or
        shall cause the applicable Servicer to, before the end of the three year
        period
        or the Extended Period, as applicable, (i) purchase such REO Property at
        a price
        equal to the REO Property’s fair market value or (ii) auction the REO Property
        to the highest bidder (which may be the Master Servicer) in an auction
        reasonably designed to produce a fair price prior to the expiration of the
        three-year period or the Extended Period, as the case may be.

       

      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        11.01. Binding
        Nature of Agreement; Assignment.

       

      This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.

       

      Section
        11.02. Entire
        Agreement.

       

      This
        Agreement contains the entire agreement and understanding among the parties
        hereto with respect to the subject matter hereof, and supersedes all prior
        and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof. The express terms hereof control and supersede any
        course
        of performance and/or usage of the trade inconsistent with any of the terms
        hereof.

       

      Section
        11.03. Amendment.

      


      
        
          
            
            

          

          
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      (a) This
        Agreement may be amended from time to time by the Depositor, the Master Servicer
        and the Trustee, with the consent of the NIMS Insurer, but without the consent
        of any Holders or the Swap Counterparty (except to the extent that the rights
        or
        obligations of (1) the Swap Counterparty hereunder or (2) the Swap Counterparty
        under the Swap Agreement (or the ability of the Trustee on behalf of the
        Supplemental Interest Trust) to perform fully and timely its obligations
        under
        the Swap Agreement are affected thereby, in which case the prior written
        consent
        of the Swap Counterparty is required), (i) to cure any ambiguity, (ii) to
        cause
        the provisions herein to conform to or be consistent with or in furtherance
        of
        the statements made with respect to the Certificates, the Trust Fund or this
        Agreement in any Offering Document; or to correct or supplement any provision
        herein which may be inconsistent with any other provisions herein or with
        the
        provisions of any Servicing Agreement, (iii) to make any other provisions
        with
        respect to matters or questions arising under this Agreement or (iv) to add,
        delete, or amend any provisions to the extent necessary or desirable to comply
        with any requirements imposed by the Code and the REMIC Provisions as evidenced
        by an Opinion of Counsel. No such amendment effected pursuant to the preceding
        sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse
        REMIC Event, nor shall such amendment effected pursuant to clause (iii) of
        such
        sentence adversely affect in any material respect the interests of any Holder.
        Prior to entering into any amendment without the consent of Holders pursuant
        to
        this paragraph, the Trustee, the Swap Counterparty and the NIMS Insurer may
        require an Opinion of Counsel (at the expense of the party requesting such
        amendment) to the effect that such amendment is permitted under this Section.
        Any such amendment shall be deemed not to adversely affect in any material
        respect any Holder, if the Trustee and the NIMS Insurer receive written
        confirmation from each Rating Agency that such amendment will not cause such
        Rating Agency to reduce, qualify or withdraw the then current rating assigned
        to
        the Certificates (and any Opinion of Counsel requested by the Trustee in
        connection with any such amendment may rely expressly on such confirmation
        as
        the basis therefor).

       

      (b) This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer, the NIMS Insurer and the Trustee, but without the consent of the
        Swap
        Counterparty (except to the extent that the rights or obligations of (1)
        the
        Swap Counterparty hereunder or (2) the Swap Counterparty under the Swap
        Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
        Trust) to perform fully and timely its obligations under the Swap Agreement
        are
        affected thereby, in which case the prior written consent of the Swap
        Counterparty is required) with the consent of the Holders of not less than
        66
        2/3% of the Class Principal Amount (or Percentage Interest) of each Class
        of
        Certificates affected thereby for the purpose of adding any provisions to
        or
        changing in any manner or eliminating any of the provisions of this Agreement
        or
        of modifying in any manner the rights of the Holders; provided, however,
        that no
        such amendment shall be made unless the Trustee receives an Opinion of Counsel
        addressed to the Trustee and the NIMS Insurer, at the expense of the party
        requesting the change, that such change will not cause an Adverse REMIC Event;
        and provided further, that no such amendment may (i) reduce in any manner
        the
        amount of, or delay the timing of, payments received on Mortgage Loans which
        are
        required to be distributed on any Certificate, without the consent of the
        Holder
        of such Certificate or (ii) reduce the aforesaid percentages of Class Principal
        Amount (or Percentage Interest) of Certificates of each Class, the Holders
        of
        which are required to consent to any such amendment without the consent of
        the
        Holders of 100% of the Class Principal Amount (or Class Notional Amount or
        Percentage Interest) of each Class of Certificates affected thereby. For
        purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
        to include, in the case of any Class of Book-Entry Certificates, the related
        Certificate Owners.

      


      
        
          
            
            

          

          
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      (c) Promptly
        after the execution of any such amendment, the Trustee shall furnish written
        notification of the substance of such amendment to each Holder, the NIMS
        Insurer, the Depositor, the Swap Counterparty and to the Rating
        Agencies.

       

      (d) It
        shall
        not be necessary for the consent of Holders under this Section 11.03 to approve
        the particular form of any proposed amendment, but it shall be sufficient
        if
        such consent shall approve the substance thereof. The manner of obtaining
        such
        consents and of evidencing the authorization of the execution thereof by
        Holders
        shall be subject to such reasonable regulations as the Trustee may
        prescribe.

       

      (e) Notwithstanding
        anything to the contrary in any Servicing Agreement, the Trustee shall not
        consent to any amendment of any Servicing Agreement unless (i) such amendment
        is
        effected pursuant to the standards provided in this Section with respect
        to
        amendment of this Agreement and (ii) except for a Permitted Servicing Amendment,
        any such amendment pursuant to Section 11.03(a)(iii) shall not be materially
        inconsistent with the provisions of such Servicing Agreement.

       

      (f) Notwithstanding
        anything to the contrary in this Section 11.03, this Agreement may be amended
        from time to time by the Depositor, the Master Servicer and the Trustee to
        the
        extent necessary, in the judgment of the Depositor and its counsel, to comply
        with the Securities Exchange Act of 1934, Regulation AB and any related rules
        and regulations.

       

      Section
        11.04. Voting
        Rights.

       

      Except
        to
        the extent that the consent of all affected Certificateholders is required
        pursuant to this Agreement, with respect to any provision of this Agreement
        requiring the consent of Certificateholders representing specified percentages
        of aggregate outstanding Certificate Principal Amount (or Notional Amount
        or
        Percentage Interest), Certificates owned by the Depositor, the Master Servicer,
        the Trustee or any Servicer or Affiliates thereof are not to be counted so
        long
        as such Certificates are owned by the Depositor, the Master Servicer, the
        Trustee or any Servicer or Affiliates thereof.

       

      Section
        11.05. Provision
        of Information.

       

      (a) For
        so
        long as any of the Certificates of any Series or Class are “restricted
        securities” within the meaning of Rule 144(a)(3) under the Act, each of the
        Depositor, the Master Servicer and the Trustee agree to cooperate with each
        other to provide to any Certificateholders and to any prospective purchaser
        of
        Certificates designated by such Certificateholder, upon the request of such
        Certificateholder or prospective purchaser, any information required to be
        provided to such holder or prospective purchaser to satisfy the condition
        set
        forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses
        incurred by the Trustee in providing such information shall be reimbursed
        by the
        Depositor.

       

      (b) The
        Trustee will make available to any person to whom a Prospectus was delivered,
        upon the request of such person specifying the document or documents requested,
        (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form
        10-K filed with the Securities and Exchange Commission pursuant to Section
        6.20(c) and (ii) a copy of any other document incorporated by reference in
        the
        Prospectus to the extent that the Trustee has such documents in its possession
        or such documents are reasonably attainable by Trustee. Any reasonable
        out-of-pocket expenses incurred by the Trustee in providing copies of such
        documents shall be reimbursed by the Depositor.

      


      
        
          
            
            

          

          
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      Section
        11.06. Governing
        Law.

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
        BE
        DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS
        PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL
        OBLIGATIONS LAW).

       

      Section
        11.07. Notices.

       

      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when delivered to such party at the relevant
        address, facsimile number or electronic mail address set forth below (or
        at such
        other address, facsimile number or electronic mail address as such party
        may
        designate from time to time by written notice in accordance with this
        Section 11.07): received by (a) in the case of the Depositor, Structured
        Asset Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New
        York
        10019, Attention: Mark Zusy, (b) in the case of the Certificate Registrar,
        its
        Corporate Trust Office, (c) in the case of the Trustee, the Corporate Trust
        Office, (d) in the case of the NIMS Insurer, if any, as set forth in the
        Indenture, (e) in the case of the Swap Counterparty, at the address therefore
        set forth in the Swap Agreement and (f) in the case of the Master Servicer,
        Aurora Loan Services LLC, 10350 Park Meadows Drive, Littleton, Colorado 80124;
        Attention: Master Servicing or as to each party such other address as may
        hereafter be furnished by such party to the other parties in writing. Any
        notice
        required or permitted to be mailed to a Holder shall be given by first class
        mail, postage prepaid, at the address of such Holder as shown in the Certificate
        Register. Any notice so mailed within the time prescribed in this Agreement
        shall be conclusively presumed to have been duly given, whether or not the
        Holder receives such notice.

       

      Section
        11.08. Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

       

      Section
        11.09. Indulgences;
        No Waivers.

       

      Neither
        the failure nor any delay on the part of a party to exercise any right, remedy,
        power or privilege under this Agreement shall operate as a waiver thereof,
        nor
        shall any single or partial exercise of any right, remedy, power or privilege
        preclude any other or further exercise of the same or of any other right,
        remedy, power or privilege, nor shall any waiver of any right, remedy, power
        or
        privilege with respect to any occurrence be construed as a waiver of such
        right,
        remedy, power or privilege with respect to any other occurrence. No waiver
        shall
        be effective unless it is in writing and is signed by the party asserted
        to have
        granted such waiver.

      


      
        
          
            
            

          

          
            181

            
              

            

          

          
            
            

          

        

      

      


       

      Section
        11.10. Headings
        Not To Affect Interpretation.

       

      The
        headings contained in this Agreement are for convenience of reference only,
        and
        they shall not be used in the interpretation hereof.

       

      Section
        11.11. Benefits
        of Agreement.

       

      Nothing
        in this Agreement or in the Certificates, express or implied, shall give
        to any
        Person, other than the parties to this Agreement and their successors hereunder,
        the Swap Counterparty and its successors and assigns under the Swap Agreement,
        the Holders of the Certificates, any benefit or any legal or equitable right,
        power, remedy or claim under this Agreement, except to the extent specified
        in
        Section 11.14.

       

      Section
        11.12. Special
        Notices to the Rating Agencies, the Swap Counterparty and NIMS
        Insurer.

       

      (a) The
        Depositor shall give prompt notice to the Rating Agencies and the Swap
        Counterparty of the occurrence of any of the following events of which it
        has
        notice:

       

      (i) any
        amendment to this Agreement pursuant to Section 11.03;

       

      (ii) any
        Assignment by the Master Servicer of its rights hereunder or delegation of
        its
        duties hereunder;

       

      (iii) the
        occurrence of any Event of Default described in Section 6.14;

       

      (iv) any
        notice of termination given to the Master Servicer pursuant to Section 6.14
        and
        any resignation of the Master Servicer hereunder;

       

      (v) the
        appointment of any successor to any Master Servicer pursuant to Section 6.14;
        and

       

      (vi) the
        making of a final payment pursuant to Section 7.02.

       

      (b) All
        notices to the Rating Agencies provided for this Section shall be in writing
        and
        sent by first class mail, telecopy or overnight courier, as
        follows:

       

      If
        to
        Fitch, to:

       

      Fitch,
        Inc.

      1
        State
        Street Plaza

      New
        York,
        New York 10041

      


      
        
          
            
            

          

          
            182

            
              

            

          

          
            
            

          

        

      

      


       

      If
        to
        S&P, to:

       

      Standard
        & Poor’s 

      55
        Water
        Street

      New
        York,
        New York 10041

       

      (c) The
        Trustee shall provide or make available to the Rating Agencies reports prepared
        pursuant to Section 4.03. In addition, the Trustee shall, at the expense of the
        Trust Fund, make available to each Rating Agency such information as such
        Rating
        Agency may reasonably request regarding the Certificates or the Trust Fund,
        to
        the extent that such information is reasonably available to the
        Trustee.

       

      Section
        11.13. Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original, and all of which together shall constitute one
        and the
        same instrument.

       

      Section
        11.14. Transfer
        of Servicing.

       

      The
        Seller agrees that it shall provide written notice to the Master Servicer,
        the
        NIMS Insurer and the Trustee thirty days prior to any transfer or assignment
        by
        the Seller of its rights under any Servicing Agreement or of the servicing
        thereunder or delegation of its rights or duties thereunder or any portion
        thereof to any Person other than the initial Servicer under such Servicing
        Agreement; provided
        that the
        Seller shall not be required to provide prior notice of any transfer of
        servicing that occurs within three months following the Closing Date to an
        entity that is a Servicer on the Closing Date. In addition, the ability of
        the
        Seller to transfer or assign its rights and delegate its duties under a
        Servicing Agreement or to transfer the servicing thereunder to a successor
        servicer shall be subject to the following conditions:

       

      (i) Satisfaction
        of the conditions to such transfer as set forth in the Servicing Agreement
        including, without limitation, receipt of written consent of the Master Servicer
        to such transfer;

       

      (ii) Receipt
        of the written consent of the NIMS Insurer, such consent not to be unreasonably
        withheld;

       

      (iii) Such
        successor servicer must be qualified to service loans for FNMA or
        FHLMC;

       

      (iv) Such
        successor servicer must satisfy the seller/servicer eligibility standards
        in the
        applicable Servicing Agreement, exclusive of any experience in mortgage loan
        origination, and must be reasonably acceptable to the Master Servicer, whose
        approval shall not be unreasonably withheld;

       

      (v) Such
        successor servicer must execute and deliver to the Trustee and the Master
        Servicer an agreement, in form and substance reasonably satisfactory to the
        Trustee and the Master Servicer, that contains an assumption by such successor
        servicer of the due and punctual performance and observance of each covenant
        and
        condition to be performed and observed by the applicable Servicer under the
        applicable Servicing Agreement or, in the case of a transfer of servicing
        to a
        party that is already a Servicer pursuant to this Agreement, an agreement
        to add
        the related Mortgage Loans to the Servicing Agreement already in effect with
        such Servicer;

      


      
        
          
            
            

          

          
            183

            
              

            

          

          
            
            

          

        

      

      


       

      (vi) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of such
        transfer, there must be delivered to the Trustee a letter from each Rating
        Agency to the effect that such transfer of servicing will not result in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Certificates;

       

      (vii) The
        Seller shall, at its cost and expense, take such steps, or cause the terminated
        Servicer to take such steps, as may be necessary or appropriate to effectuate
        and evidence the transfer of the servicing of the Mortgage Loans to such
        successor servicer, including, but not limited to, the following: (A) to
        the
        extent required by the terms of the Mortgage Loans and by applicable federal
        and
        state laws and regulations, the Seller shall cause the prior Servicer to
        timely
        mail to each obligor under a Mortgage Loan any required notices or disclosures
        describing the transfer of servicing of the Mortgage Loans to the successor
        servicer; (B) prior to the effective date of such transfer of servicing,
        the
        Seller shall cause the prior Servicer to transmit to any related insurer
        notification of such transfer of servicing; (C) on or prior to the effective
        date of such transfer of servicing, the Seller shall cause the prior Servicer
        to
        deliver to the successor servicer all Mortgage Loan Documents and any related
        records or materials; (D) on or prior to the effective date of such transfer
        of
        servicing, the Seller shall cause the prior Servicer to transfer to the
        successor servicer, or, if such transfer occurs after a Remittance Date but
        before the next succeeding Deposit Date, to the Master Servicer, all funds
        held
        by the applicable Servicer in respect of the Mortgage Loans; (E) on or prior
        to
        the effective date of such transfer of servicing, the Seller shall cause
        the
        prior Servicer to, after the effective date of the transfer of servicing
        to the
        successor servicer, continue to forward to such successor servicer, within
        one
        Business Day of receipt, the amount of any payments or other recoveries received
        by the prior Servicer, and to notify the successor servicer of the source
        and
        proper application of each such payment or recovery; and (F) the Seller shall
        cause the prior Servicer to, after the effective date of transfer of servicing
        to the successor servicer, continue to cooperate with the successor servicer
        to
        facilitate such transfer in such manner and to such extent as the successor
        servicer may reasonably request.

       

      Section
        11.15. Conflicts.

       

      To
        the
        extent that the terms of this Agreement conflict with the terms of any Servicing
        Agreement, the related Servicing Agreement shall govern, unless such provisions
        shall adversely affect the Trustee or the Trust Fund or the status of any
        REMIC
        created hereunder as a REMIC, provided that nothing in this Section 11.15
        shall
        be construed to limit the rights or obligations of the Master Servicer under
        Section 9.05 of this Agreement.

       

      Section
        11.16. Third
        Party Rights.

      


      
        
          
            
            

          

          
            184

            
              

            

          

          
            
            

          

        

      

      


       

      The
        NIMS
        Insurer shall be deemed a third-party beneficiary of this Agreement to the
        same
        extent as if it were a party hereto, and shall have the right to enforce
        the
        provisions of this Agreement.

       

      [SIGNATURE
        PAGE IMMEDIATELY FOLLOWS]

       

      


      


      
        
          
            
            

          

          
            185

            
              

            

          

          
            
            

          

        

      

      


       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have
        caused
        their names to be signed hereto by their respective officers hereunto duly
        authorized as of the day and year first above written.

       

      STRUCTURED
        ASSET SECURITIES 

      CORPORATION,
        as Depositor

       

      By:      

      Name:
        Michael C. Hitzmann

      Title:
        Senior Vice President

      


       

      WELLS
        FARGO BANK, N.A., not in its Individual 

      Capacity,
        but solely as Trustee

       

      By:      

      Name:
        

      Title:  


       

      AURORA
        LOAN SERVICES LLC, 

      as
        Master
        Servicer


       

      By:         

      Name:
        Linda A. Sherman

      Title:
        Senior Vice President

      


       

      Solely
        for purposes of Sections 2.05 and 11.14,

      accepted
        and agreed to by:

       

      LEHMAN
        BROTHERS HOLDINGS INC.

       

      By:                           

      Name:
        Ellen Kiernan

      Title:
        Authorized Signatory

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        A

       

      FORMS
        OF
        CERTIFICATES

       

      [INTENTIONALLY
        OMITTED]

       

      


      


      
        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        B-1

       

      FORM
        OF
        INITIAL CERTIFICATION

       

          Date     

       

      Wells
        Fargo Bank, N.A.

      Client
        Service Manager (SARM 2007-2)

      9062
        Old
        Annapolis Road

      Columbia
        MD 21045

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive, 

      Littleton,
        Colorado 80124

       

      [NIMS
        Insurer, if applicable]

       

      
        	 	
                Re:

              	
                Trust
                  Agreement (the “Trust Agreement”), dated as of February 1, 2007 among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as
                  Trustee,
                  with respect to Structured Adjustable Rate Mortgage Loan Trust
                  Mortgage
                  Pass-Through Certificates, Series
                  2007-2

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(a) of the Trust Agreement, subject to review
        of the
        contents thereof, the undersigned, as Custodian on behalf of the Trustee,
        hereby
        certifies that it (or its custodian) has received the documents listed in
        Section 2.01(b) of the Trust Agreement for each Mortgage File pertaining
        to each
        Mortgage Loan listed on Schedule A, to the Trust Agreement, subject to any
        exceptions noted on Schedule I hereto.

       

      Capitalized
        words and phrases used herein and not otherwise defined herein shall have
        the
        respective meanings assigned to them in the Trust Agreement. This Certificate
        is
        subject in all respects to the terms of Section 2.02 of the Trust Agreement
        and
        the Trust Agreement sections cross-referenced therein.

       

      [Custodian],
        on behalf of

      Wells
        Fargo Bank, N.A.,

      as
        Trustee

       

      By:_____________________________________

      Name:

      Title:

      


      
        
          
            
            

          

          
            B-1-1

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        B-2

       

      FORM
        OF
        INTERIM CERTIFICATION

      
         

            Date     

         

      

      Wells
        Fargo Bank, N.A.

      Client
        Service Manager (SARM 2007-2)

      9062
        Old
        Annapolis Road

      Columbia
        MD 21045

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      [NIMS
        Insurer, if applicable]

       

      
        	 	
                Re:

              	
                Trust
                  Agreement (the “Trust Agreement”), dated as of February 1, 2007 among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as
                  Trustee,
                  with respect to Structured Adjustable Rate Mortgage Loan Trust
                  Mortgage
                  Pass-Through Certificates, Series
                  2007-2

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
        as
        Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
        Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
        in
        full or listed on Schedule I hereto) it (or its custodian) has received the
        applicable documents listed in Section 2.01(b) of the Trust
        Agreement.

       

      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents identified above and has determined
        that
        each such document appears regular on its face and appears to relate to the
        Mortgage Loan identified in such document.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said

       

      Trust
        Agreement including, but not limited to, Section 2.02(b).

       

       

      [Custodian],
        on behalf of

      Wells
        Fargo Bank, N.A.,

      as
        Trustee

       

      By:_____________________________________

      Name:

      Title:

      


      
        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        B-3

       

      FORM
        OF
        FINAL CERTIFICATION

       

      
            Date     

         

      

       

      Wells
        Fargo Bank, N.A.

      Client
        Service Manager (SARM 2007-2)

      9062
        Old
        Annapolis Road

      Columbia
        MD 21045

       

      Structured
        Asset Securities Corporation

      745
        Seventh Avenue, 7th Floor

      New
        York,
        New York 10019

       

      Aurora
        Loan Services LLC

      10350
        Park Meadows Drive

      Littleton,
        Colorado 80124

       

      [NIMS
        Insurer, if applicable]

       

      
        	 	
                Re:

              	
                Trust
                  Agreement (the “Trust Agreement”), dated as of February 1, 2007 among
                  Structured Asset Securities Corporation, as Depositor, Aurora Loan
                  Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as
                  Trustee,
                  with respect to Structured Adjustable Rate Mortgage Loan Trust
                  Mortgage
                  Pass-Through Certificates, Series
                  2007-2

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(d) of the Trust Agreement, the undersigned,
        as
        Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
        Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
        in
        full or listed on Schedule I hereto) it (or its custodian) has received the
        applicable documents listed in Section 2.01(b) of the Trust
        Agreement.

       

      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed above and has determined that
        each
        such document appears to be complete and, based on an examination of such
        documents, the information set forth in the Mortgage Loan Schedule is
        correct.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Trust Agreement. This Certificate is qualified in all respects
        by
        the terms of said

       

      Trust
        Agreement.

       

      [Custodian],
        on behalf of

      Wells
        Fargo Bank, N.A.,

      as
        Trustee

       

      By:_____________________________________

      Name:

      Title:

       

      


      


      
        
          
            
            

          

          
            B-3-1

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        B-4

       

      FORM
        OF
        ENDORSEMENT

       

      Pay
        to
        the order of Wells Fargo Bank, N.A., as trustee (the “Trustee”) under the Trust
        Agreement dated as of February 1, 2007, among Structured Asset Securities
        Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer and
        the
        Trustee relating to Structured Adjustable Rate Mortgage Loan Trust Mortgage
        Pass-Through Certificates, Series 2007-2, without recourse.

       

      ______________________________________

      [current
        signatory on note]

       

      By:___________________________________

      Name:

      Title:

      


      
        
          
            
            

          

          
            B-4-1

            
              

            

          

          
            
            

          

        

      

      


       

      EXHIBIT
        C

       

      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

       

      
            Date     

      

       

      [Addressed
        to Trustee

      or,
        if
        applicable, custodian]

       

      In
        connection with the administration of the mortgages held by you as Trustee
        under
        a certain Trust Agreement dated as of February 1, 2007 among Structured Asset
        Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
        Servicer and you, as Trustee (the “Trust Agreement”), the undersigned Master
        Servicer hereby requests a release of the Mortgage File held by you as Trustee
        with respect to the following described Mortgage Loan for the reason indicated
        below.

       

      Mortgagor’s
        Name:

       

      Address:

       

      Loan
        No.:

       

      Reason
        for requesting file:

       

      
        	
                1.

              	
                Mortgage
                  Loan paid in full. (The Master Servicer hereby certifies that all
                  amounts
                  received in connection with the loan have been or will be credited
                  to the
                  Collection Account or the Certificate Account (whichever is applicable)
                  pursuant to the Trust Agreement.)

              


      

       

      
        	
                2.

              	
                The
                  Mortgage Loan is being foreclosed.

              


      

       

      
        	
                3.

              	
                Mortgage
                  Loan substituted. (The Master Servicer hereby certifies that a
                  Qualifying
                  Substitute Mortgage Loan has been assigned and delivered to you
                  along with
                  the related Mortgage File pursuant to the Trust
                  Agreement.)

              


      

       

      
        	
                4.

              	
                Mortgage
                  Loan repurchased. (The Master Servicer hereby certifies that the
                  Purchase
                  Price (FPD Purchase Price in the case of a Early Payment Default
                  Mortgage
                  Loan) has been credited to the Collection Account or the Certificate
                  Account (whichever is applicable) pursuant to the Trust
                  Agreement.)

              


      

       

      
        	
                5.

              	
                Other.
                  (Describe)

              


      

       

      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Trust Agreement and
        will be
        returned to you within ten (10) days of our receipt of the Mortgage File,
        except
        if the Mortgage Loan has been paid in full, or repurchased or substituted
        for a
        Qualifying Substitute Mortgage Loan (in which case the Mortgage File will
        be
        retained by us permanently) and except if the Mortgage Loan is being foreclosed
        (in which case the Mortgage File will be returned when no longer required
        by us
        for such purpose).

      


      
        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

      

      


       

      Capitalized
        terms used herein shall have the meanings ascribed to them in the Trust
        Agreement.

       

      _____________________________________

      [Name
        of
        Master Servicer]

       

      By:__________________________________

      Name:

      Title:
        Servicing Officer

      


      
        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

      

      


      

        EXHIBIT
          D-1

         

        FORM
          OF
          RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

         

        
          	
                  STATE
                    OF

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                
	 	 


        

        [NAME
          OF
          OFFICER], _________________ being first duly sworn, deposes and
          says:

         

        That
          he
          [she] is [title of officer] ________________________ of [name of Purchaser]
          _________________________________________ (the “Purchaser”), a
          _______________________ [description of type of entity] duly organized
          and
          existing under the laws of the [State of __________] [United States], on
          behalf
          of which he [she] makes this affidavit.

         

        1.    That
          the
          Purchaser’s Taxpayer Identification Number is ______________.

         

        
          	
                  2.

                	
                  That
                    the Purchaser is not a “disqualified organization” within the meaning of
                    Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                    (the
                    “Code”) and will not be a “disqualified organization” as of
                    __________________ [date of transfer], and that the Purchaser
                    is not
                    acquiring a Residual Certificate (as defined in the Agreement)
                    for the
                    account of, or as agent (including a broker, nominee, or other
                    middleman)
                    for, any person or entity from which it has not received an affidavit
                    substantially in the form of this affidavit. For these purposes,
                    a
                    “disqualified organization” means the United States, any state or
                    political subdivision thereof, any foreign government, any international
                    organization, any agency or instrumentality of any of the foregoing
                    (other
                    than an instrumentality if all of its activities are subject
                    to tax and a
                    majority of its board of directors is not selected by such governmental
                    entity), any cooperative organization furnishing electric energy
                    or
                    providing telephone service to persons in rural areas as described
                    in Code
                    Section 1381(a)(2)(C), any “electing large partnership” within the meaning
                    of Section 775 of the Code, or any organization (other than a
                    farmers’
                    cooperative described in Code Section 521) that is exempt from
                    federal
                    income tax unless such organization is subject to the tax on
                    unrelated
                    business income imposed by Code Section
                    511.

                


        

         

        
          	
                  3.

                	
                  That
                    the Purchaser is not, and on _______________ [date of transfer]
                    will not
                    be, an employee benefit plan or arrangement subject to Title
                    I of the
                    Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
                    plan subject to Section 4975 of the Internal Revenue Code of
                    1986, as
                    amended (the “Code”) or a plan subject to any provisions under any
                    federal, state, local, non-U.S. or other laws or regulations
                    that are
                    substantively similar to the foregoing provisions of ERISA or
                    the Code
                    (collectively, a “Plan”), and is not directly or indirectly acquiring the
                    Residual Certificate for, on behalf of or with any assets of
                    any such
                    Plan.

                


        

         


        
          
            
            

          

          
            D-1-1

            
              

            

          

          
            
            

          

        


        
          	
                  4.

                	
                  That
                    the Purchaser hereby acknowledges that under the terms of the
                    Trust
                    Agreement (the “Agreement”) among Structured Asset Securities Corporation,
                    Wells Fargo Bank, N.A., as Trustee and Aurora Loan Services LLC,
                    as Master
                    Servicer, dated as of February 1, 2007, no transfer of a Residual
                    Certificate shall be permitted to be made to any person unless
                    the
                    Depositor and the Trustee have received a certificate from such
                    transferee
                    containing the representations in paragraphs 2, 3 and 4
                    hereof.

                


        

         

        
          	
                  5.

                	
                  That
                    the Purchaser does not hold REMIC residual securities as nominee
                    to
                    facilitate the clearance and settlement of such securities through
                    electronic book-entry changes in accounts of participating organizations
                    (such entity, a “Book-Entry
                    Nominee”).

                


        

         

        
          	
                  6.

                	
                  That
                    the Purchaser does not have the intention to impede the assessment
                    or
                    collection of any federal, state or local taxes legally required
                    to be
                    paid with respect to such Residual Certificate, and that the
                    Purchaser has
                    provided financial statements or other financial information
                    requested by
                    the transferor in connection with the transfer of the Residual
                    Certificate
                    in order to permit the transferor to assess the financial capability
                    of
                    the Purchaser to pay such taxes.

                


        

         

        
          	
                  7.

                	
                  That
                    the Purchaser will not transfer a Residual Certificate to any
                    person or
                    entity (i) as to which the Purchaser has actual knowledge that
                    the
                    requirements set forth in paragraph 2, paragraph 5 or paragraph
                    9 hereof
                    are not satisfied or that the Purchaser has reason to believe
                    does not
                    satisfy the requirements set forth in paragraph 6 hereof, and
                    (ii) without
                    obtaining from the prospective Purchaser an affidavit substantially
                    in
                    this form and providing to the Trustee a written statement substantially
                    in the form of Exhibit D-2 to the
                    Agreement.

                


        

         

        
          	
                  8.

                	
                  That
                    the Purchaser understands that, as the holder of a Residual Certificate,
                    the Purchaser may incur tax liabilities in excess of any cash
                    flows
                    generated by the interest and that it intends to pay taxes associated
                    with
                    holding such Residual Certificate as they become
                    due.

                


        

         

        
          	
                  9.

                	
                  That
                    the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person
                    that holds
                    a Residual Certificate in connection with the conduct of a trade
                    or
                    business within the United States and has furnished the transferor
                    and the
                    Trustee with an effective Internal Revenue Service Form W-8 ECI
                    (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                    Income Effectively Connected with the Conduct of a Trade or Business
                    in
                    the United States) or successor form at the time and in the manner
                    required by the Code. “Non-U.S. Person” means any person other than (i) a
                    citizen or resident of the United States; (ii) a corporation
                    (or entity
                    treated as a corporation for tax purposes) created or organized
                    in the
                    United States or under the laws of the United States or of any
                    state
                    thereof, including, for this purpose, the District of Columbia;
                    (iii) a
                    partnership (or entity treated as a partnership for tax purposes)
                    organized in the United States or under the laws of the United
                    States or
                    of any state thereof, including, for this purpose, the District
                    of
                    Columbia (unless provided otherwise by future Treasury regulations);
                    (iv)
                    an estate whose income is includible in gross income for United
                    States
                    income tax purposes regardless of its source; (v) a trust, if
                    a court
                    within the United States is able to exercise primary supervision
                    over the
                    administration of the trust and one or more U.S. Persons have
                    authority to
                    control all substantial decisions of the trust or; (vi) and,
                    to the extent
                    provided in Treasury regulations, certain trusts in existence
                    prior to
                    August 20, 1996 that are treated as United States persons prior
                    to such
                    date and elect to continue to be treated as United States
                    persons.

                


        

         


        
          
            
            

          

          
            D-1-2

            
              

            

          

          
            
            

          

        


        
          	
                  10.

                	
                  That
                    the Purchaser agrees to such amendments of the Trust Agreement
                    as may be
                    required to further effectuate the restrictions on transfer of
                    any
                    Residual Certificate to such a “disqualified organization,” an agent
                    thereof, a Book-Entry Nominee, or a person that does not satisfy
                    the
                    requirements of paragraph 6 and paragraph 9
                    hereof.

                


        

         

        
          	
                  11.

                	
                  That
                    the Purchaser consents to the designation of the Trustee as its
                    agent to
                    act as “tax matters person” of the Trust Fund pursuant to the Trust
                    Agreement.

                


        

         

        Terms
          used in this transfer affidavit which are not otherwise defined herein
          have the
          respective meanings assigned thereto in the Trust Agreement.

         


        
          
            
            

          

          
            D-1-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its [title
          of
          officer] this _____ day of __________, 20__.

         

        ______________________________________

        [name
          of
          Purchaser]

         

        By:___________________________________

        Name:

        Title:

         

        Personally
          appeared before me the above-named [name of officer] ________________,
          known or
          proved to me to be the same person who executed the foregoing instrument
          and to
          be the [title of officer] _________________ of the Purchaser, and acknowledged
          to me that he [she] executed the same as his [her] free act and deed and
          the
          free act and deed of the Purchaser.

         

        Subscribed
          and sworn before me this _____ day of __________, 20__.

         

        NOTARY
          PUBLIC

         

        _________________________________

         

        COUNTY
          OF_____________________

         

        STATE
          OF_______________________

         

        My
          commission expires the _____ day of __________, 20__.

         


        
          
            
            

          

          
            D-1-4

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D-2

         

        FORM
          OF
          RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

         

        ___________________

        Date

         

        
          	 	
                  Re:

                	
                  Structured
                    Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                    Series 2007-2

                


        

         

        _______________________
          (the “Transferor”) has reviewed the attached affidavit of
          _____________________________ (the “Transferee”), and has no actual knowledge
          that such affidavit is not true and has no reason to believe that the
          information contained in paragraph 6 thereof is not true, and has no reason
          to
          believe that the Transferee has the intention to impede the assessment
          or
          collection of any federal, state or local taxes legally required to be
          paid with
          respect to a Residual Certificate. In addition, the Transferor has conducted
          a
          reasonable investigation at the time of the transfer and found that the
          Transferee had historically paid its debts as they came due and found no
          significant evidence to indicate that the Transferee will not continue
          to pay
          its debts as they become due.

         

        Very
          truly yours,

         

        _______________________________

        Name:

        Title:

         


        
          
            
            

          

          
            D-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

         

        SERVICING
          AGREEMENTS

         

        1.
          Reconstituted Servicing Agreement dated as of February 1, 2007 by and between
          Lehman Brothers Holdings Inc., as seller, and Countrywide Home Loans Servicing
          LP, as servicer, and acknowledged by Aurora Loan Services LLC, as master
          servicer and Wells Fargo Bank, N.A., solely in its capacity as Trustee,
          reconstituting that certain Flow Seller’s Warranties and Servicing Agreement
          between Lehman Brothers Bank, FSB and Countrywide Home Loans, Inc., dated
          as of
          June 1, 2004 for Conventional Residential Fixed Rate Mortgage Loans and
          amended
          as of January 31, 2006.

        


        2.
          Transfer Notice dated as of February 1, 2007 by and between Lehman Brothers
          Holdings, Inc. as seller and Colonial Savings, F.A., as servicer, supplementing
          that certain Correspondent Servicing Agreement, dated as of March 7, 2002,
          as
          amended by that certain Amendment Reg AB to the Correspondent Servicing
          Agreement among
          Colonial Savings, F.A., Lehman Brothers Bank, FSB,
          and
          Aurora Loan Services Inc. 

        


        3.
          Servicing Agreement, dated as of February 1, 2007, by and between Lehman
          Brothers Holdings Inc., as seller, Aurora Loan Services LLC, as servicer
          and
          Aurora Loan Services LLC, as Master Servicer.

         

        


        



        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F

         

        FORM
          OF
          RULE 144A TRANSFER CERTIFICATE

         

        
          	 	
                  Re:

                	
                  Structured
                    Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                    Series 2007-2

                
	 	 	 


        

        Reference
          is hereby made to the Trust Agreement (the “Trust Agreement”), dated as of
          February 1, 2007 among Structured Asset Securities Corporation, as Depositor,
          Aurora Loan Services LLC, as Master Servicer and Wells Fargo Bank, N.A.,
          as
          Trustee. Capitalized terms used but not defined herein shall have the meanings
          given to them in the Trust Agreement.

         

        This
          letter relates to $_________ initial Certificate Principal Amount of Class
              
          Certificates
          which are held in the form of Definitive Certificates registered in the
          name of
                                
          (the
“Transferor”). The Transferor has requested a transfer of such Definitive
          Certificates for Definitive Certificates of such Class registered in the
          name of
          [insert name of transferee].

         

        In
          connection with such request, and in respect of such Certificates, the
          Transferor hereby certifies that such Certificates are being transferred
          in
          accordance with (i) the transfer restrictions set forth in the Trust Agreement
          and the Certificates and (ii) Rule 144A under the Act to a purchaser that
          the
          Transferor reasonably believes is a “qualified institutional buyer” within the
          meaning of Rule 144A purchasing for its own account or for the account
          of a
“qualified institutional buyer”, which purchaser is aware that the sale to it is
          being made in reliance upon Rule 144A, in a transaction meeting the requirements
          of Rule 144A and in accordance with any applicable securities laws of any
          state
          of the United States or any other applicable jurisdiction.

         

        This
          certificate and the statements contained herein are made for the benefit
          of the
          Trustee, the Placement Agent and the Depositor.

         

        ________________________________________

        [Name
          of
          Transferor]

         

        By:_____________________________________

        Name:

        Title:

         

        Dated:
          __________________, ________

         


        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

         

        FORM
          OF
          PURCHASER’S LETTER FOR

        INSTITUTIONAL
          ACCREDITED INVESTOR

         

        __________________

        Date

         

        Dear
          Sirs:

         

        In
          connection with our proposed purchase of $______________ principal amount
          of
          Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
          Certificates, Series 2007-2 (the “Privately Offered Certificates”) of Structured
          Asset Securities Corporation (the “Depositor”) which are held in the form of
          Definitive Certificates, we confirm that:

         

        1. We
          understand that the Privately Offered Certificates have not been, and will
          not
          be, registered under the Securities Act of 1933, as amended (the “Securities
          Act”), and may not be sold except as permitted in the following sentence. We
          agree, on our own behalf and on behalf of any accounts for which we are
          acting
          as hereinafter stated, that if we should sell any Privately Offered Certificates
          within two years of the later of the date of original issuance of the Privately
          Offered Certificates or the last day on which such Privately Offered
          Certificates are owned by the Depositor or any affiliate of the Depositor
          (which
          includes the Placement Agent) we will do so only (A) to the Depositor,
          (B) to
“qualified institutional buyers” (within the meaning of Rule 144A under the
          Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”),
          (C) pursuant to the exemption from registration provided by Rule 144 under
          the
          Securities Act, or (D) to an institutional “accredited investor” within the
          meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
          Act that is not a QIB (an “Institutional Accredited Investor”) which, prior to
          such transfer, delivers to the Trustee under the Trust Agreement (the “Trust
          Agreement”), dated as of February 1, 2007 among Structured Asset Securities
          Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer
          and
          Wells Fargo Bank, N.A., as Trustee, a signed letter in the form of this
          letter;
          and we further agree, in the capacities stated above, to provide to any
          person
          purchasing any of the Privately Offered Certificates from us a notice advising
          such purchaser that resales of the Privately Offered Certificates are restricted
          as stated herein.

         

        2. We
          understand that, in connection with any proposed resale of any Privately
          Offered
          Certificates to an Institutional Accredited Investor, we will be required
          to
          furnish to the Trustee, the Certificate Registrar and the Depositor a
          certification from such transferee in the form hereof to confirm that the
          proposed sale is being made pursuant to an exemption from, or in a transaction
          not subject to, the registration requirements of the Securities Act. We
          further
          understand that the Privately Offered Certificates purchased by us will
          bear a
          legend to the foregoing effect.

         

        3. We
          are
          acquiring the Privately Offered Certificates for investment purposes and
          not
          with a view to, or for offer or sale in connection with, any distribution
          in
          violation of the Securities Act. We have such knowledge and experience
          in
          financial and business matters as to be capable of evaluating the merits
          and
          risks of our investment in the Privately Offered Certificates, and we and
          any
          account for which we are acting are each able to bear the economic risk
          of such
          investment.

         


        
          
            
            

          

          
            G-1

            
              

            

          

          
            
            

          

        


        4. We
          are an
          Institutional Accredited Investor and we are acquiring the Privately Offered
          Certificates purchased by us for our own account or for one or more accounts
          (each of which is an Institutional Accredited Investor) as to each of which
          we
          exercise sole investment discretion.

         

        5. We
          have
          received such information as we deem necessary in order to make our investment
          decision.

         

        6. If
          we are
          acquiring an ERISA-Restricted Certificate, we are not a Plan and we are
          not
          acquiring the ERISA-Restricted Certificate for, on behalf of or with any
          assets
          of a Plan, except as may be permitted pursuant to Section 3.03(d) of the
          Trust
          Agreement.

         

        Terms
          used in this letter which are not otherwise defined herein have the respective
          meanings assigned thereto in the Trust Agreement.

         

        You
          and
          the Depositor and the Trustee are entitled to rely upon this letter and
          are
          irrevocably authorized to produce this letter or a copy hereof to any interested
          party in any administrative or legal proceeding or official inquiry with
          respect
          to the matters covered hereby.

         

        Very
          truly yours,

         

        __________________________________

        [Purchaser]

         

        By________________________________

        Name:

        Title:

         


        
          
            
            

          

          
            G-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

         

        [FORM
          OF
          ERISA TRANSFER AFFIDAVIT]

         

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                
	 	 


        

        The
          undersigned, being first duly sworn, deposes and says as follows:

         

        1. The
          undersigned is the ______________________ of (the “Investor”), a [corporation
          duly organized] and existing under the laws of __________, on behalf of
          which he
          makes this affidavit.

         

        2. The
          Investor in an ERISA-Restricted Certificate (A) is not, and on _______________
          [date of transfer] will not be, an employee benefit plan or arrangement
          subject
          to Title I of the Employee Retirement Income Security Act of 1974, as amended
          (“ERISA”), a plan subject to Section 4975 of the Internal Revenue Code of 1986,
          as amended (the “Code”) or a plan subject to any provisions under any federal,
          state, local, non-U.S. or other laws or regulations that are substantively
          similar to the foregoing provisions of ERISA or the Code (“Similar Law”)
          (collectively, a “Plan”), and is not directly or indirectly acquiring the
          Certificate for, on behalf of or with any assets of any such Plan, (B)
          if the
          Certificate has been the subject of an ERISA-Qualifying Underwriting, is
          an
          insurance company that is acquiring the Certificate with assets of an “insurance
          company general account” as defined in Section V(E) of Prohibited Transaction
          Class Exemption (“PTCE”) 95-60 and the acquisition and holding of the
          Certificate are covered and exempt under Sections I and III of PTCE 95-60,
          or
          (C) solely in the case of a Definitive Certificate, shall herewith deliver
          an
          Opinion of Counsel satisfactory to the Certificate Registrar, the Trustee
          and
          the Depositor, and upon which the Trustee, the Certificate Registrar and
          the
          Depositor shall be entitled to rely, to the effect that the acquisition
          and
          holding of such Certificate by the Investor will not result in a nonexempt
          prohibited transaction under Title I of ERISA or Section 4975 of the Code,
          or a
          violation of Similar Law, and will not subject the Trustee, the Master
          Servicer,
          the Certificate Registrar, any Servicer or the Depositor to any obligation
          in
          addition to those undertaken by such entities in the Trust Agreement, which
          Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer,
          the Certificate Registrar, any Servicer or the Depositor.

         

        3. Either
          (i) the Investor in a ERISA-Restricted Swap Certificate is not, and is
          not
          acting for, on behalf of or with any assets of, an employee benefit plan
          or
          other arrangement subject to Title I of ERISA or plan subject to Section
          4975 of
          the Code, or (ii) until the termination of the Swap Agreement, the acquisition
          and holding of such Certificate will
          not
          constitute or result in a nonexempt prohibited transaction under Title
          I of
          ERISA or Section 4975 of the Code.

         

        4. The
          Investor hereby acknowledges that under the terms of the Trust Agreement
          (the
“Agreement”) among Structured Asset Securities Corporation, as Depositor, Aurora
          Loan Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
          dated as of February 1, 2007, no transfer of the ERISA-Restricted Certificates
          or the ERISA-Restricted Swap Certificates shall be permitted to be made
          to any
          person unless the Depositor, the Certificate Registrar and the Trustee
          have
          received an affidavit from such transferee in the form hereof or an opinion
          of
          counsel as provided herein.

         


        
          
            
            

          

          
            H-1

            
              

            

          

          
            
            

          

        


        5. Capitalized
          terms used but not defined herein shall have the meanings given to such
          terms in
          the Trust Agreement.

         

        IN
          WITNESS WHEREOF, the Investor has caused this instrument to be executed
          on its
          behalf, pursuant to proper authority, by its duly authorized officer, duly
          attested, this ____ day of _______________, 20__.

         

        ________________________________________

        [Investor]

         

        By:_____________________________________

        Name:

        Title:

         

        ATTEST:

         

        ___________________________

         

        
          	
                  STATE
                    OF

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                
	 	 


        

        Personally
          appeared before me the above-named ___________________, known or proved
          to me to
          be the same person who executed the foregoing instrument and to be the
          _________________ of the Investor, and acknowledged that he executed the
          same as
          his free act and deed and the free act and deed of the Investor.

         

        Subscribed
          and sworn before me this _____ day of ___________ 20___.

         

        __________________________________

        NOTARY
          PUBLIC

         

        My
          commission expires the

        ____
          day
          of __________, 20__.

         


        
          
            
            

          

          
            H-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

         

        MONTHLY
          REMITTANCE ADVICE

         

        [INTENTIONALLY
          OMITTED]

         


        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          J

         

        MONTHLY
          ELECTRONIC DATA TRANSMISSION

         

        [INTENTIONALLY
          OMITTED]

         


        
          
            
            

          

          
            J-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

         

        CUSTODIAL
          AGREEMENTS

        


        1.
          Custodial Agreement, dated as of February 1, 2007, by and between LaSalle
          Bank
          National Association, as custodian and Wells Fargo Bank, N.A. , as
          trustee.

         

        2.
          Custodial Agreement, dated as of February 1, 2007, by and between U.S.
          Bank
          National Association, as custodian and Wells Fargo Bank, N.A., as
          trustee.


        



        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L-1

         

        FORM
          OF TRANSFER CERTIFICATE

        FOR
          TRANSFER FROM RESTRICTED GLOBAL SECURITY

        TO
          REGULATION S GLOBAL SECURITY

        (Transfers
          pursuant to § 3.03(h)(ii)

        of
          the
          Agreement)

         

        
          	 	
                  Re:

                	
                  Structured
                    Adjustable Rate Mortgage Loan Trust Mortgage Loan Trust Mortgage
                    Pass-Through Certificates, Series 2007-2

                
	 	 	 


        

        Reference
          is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
          Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
          Servicer, and Wells Fargo Bank, N.A., as Trustee, dated as of February
          1, 2007.
          Capitalized terms used but not defined herein shall have the meanings given
          to
          them in the Agreement.

         

        This
          letter relates to U.S. $                            
          aggregate
          principal amount of Securities which are held in the form of a Restricted
          Global
          Security with DTC in the name of [name of transferor]                                   
          (the
“Transferor”) to effect the transfer of the Securities in exchange for an
          equivalent beneficial interest in a Regulation S Global Security.

         

        In
          connection with such request, the Transferor does hereby certify that such
          transfer has been effected in accordance with the transfer restrictions
          set
          forth in the Agreement and the Securities and in accordance with Rule 904
          of
          Regulation S, and that:

         

        a. the
          offer
          of the Securities was not made to a person in the United States;

         

        b. at
          the
          time the buy order was originated, the transferee was outside the United
          States
          or the Transferor and any person acting on its behalf reasonably believed
          that
          the transferee was outside the United States;

         

        c. no
          directed selling efforts have been made in contravention of the requirements
          of
          Rule 903 or 904 of Regulation S, as applicable;

         

        d. the
          transaction is not part of a plan or scheme to evade the registration
          requirements of the United States Securities Act of 1933, as amended;
          and

         

        e. the
          transferee is not a U.S. person (as defined in Regulation S).

         

        The
          Depositor and the Trustee are entitled to rely upon this letter and are
          irrevocably authorized to produce this letter or a copy hereof to any interested
          party in any administrative or legal proceedings or official inquiry with
          respect to the matters covered hereby. Terms used in this certificate have
          the
          meanings set forth in Regulation S.

         

        [Name
          of
          Transferor]

        


        


        By:

        Name:

        Title:

         

        Date:             
            ,
          ____

        



        
          
            
            

          

          
            L-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L-2

        


        FORM
          OF TRANSFER CERTIFICATE FOR TRANSFER

        FROM
          REGULATION S GLOBAL SECURITY

        TO
          RESTRICTED GLOBAL SECURITY

        (Transfers
          pursuant to § 3.03(h)(iii)

        of
          the
          Agreement)

         

        
          	 	
                  Re:

                	
                  Structured
                    Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates,
                    Series 2007-2

                
	 	 	 


        

        Reference
          is hereby made to the Trust Agreement (the “Agreement”) among Structured Asset
          Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
          Servicer and Wells Fargo Bank, N.A., as Trustee, dated as of February 1,
          2007.
          Capitalized terms used but not defined herein shall have the meanings given
          to
          them in the Agreement.

         

        This
          letter relates to U.S. $                            
          aggregate
          principal amount of Securities which are held in the form of a Regulations
          S
          Global Security in the name of [name of transferor]                                                       
          (the
          “Transferor”) to effect the transfer of the Securities in exchange for an
          equivalent beneficial interest in a Restricted Global Security.

         

        In
          connection with such request, and in respect of such Securities, the Transferor
          does hereby certify that such Securities are being transferred in accordance
          with (i) the transfer restrictions set forth in the Agreement and the Securities
          and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
          to a transferee that the Transferor reasonably believes is purchasing the
          Securities for its own account or an account with respect to which the
          transferee exercises sole investment discretion, the transferee and any
          such
          account is a qualified institutional buyer within the meaning of Rule 144A,
          in a
          transaction meeting the requirements of Rule 144A and in accordance with
          any
          applicable securities laws of any state of the United States or any other
          jurisdiction.

         

        


        [Name
          of
          Transferor]

        


        By:

        Name:

        Title:

         

        Date:             
            ,
          ___

        


        



        
          
            
            

          

          
            L-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M

         

        [RESERVED]


         


        
          
            
            

          

          
            M-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

         

        [RESERVED]

         


        
          
            
            

          

          
            N-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O

        


        SERVICING
          CRITERIA TO BE ADDRESSED

        IN
          ASSESSMENT OF COMPLIANCE


        


        Key:
          X
          -
          obligation    

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements. Capitalized terms used herein but not defined herein shall
          have the
          meanings assigned to them in the Trust Agreement dated as of February 1,
          2007
          (the “Trust Agreement”), by and among Wells Fargo Bank, N.A., (the “Trustee”),
          Aurora Loan Services LLC, as master servicer (the “Master Servicer”), and
          Structured Asset Securities Corporation, as depositor (the “Depositor”).



        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Master
                    Servicer

                	
                  Paying
                    Agent

                	
                  Trustee

                
	 	
                  General Servicing
                     Considerations

                	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	 	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	 	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the pool assets are maintained. 

                	
                  X

                	 	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	 	 
	 	
                  Cash Collection and Administration

                	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	
                  X

                	 	 


        


        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Master
                    Servicer

                	
                  Paying
                    Agent

                	
                  Trustee

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	 	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	
                  X

                	 
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the Servicer.
                    

                	
                  X

                	 	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	 	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                	 
	 	
                  Pool
                    Asset Administration

                	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	 	 	 


        


        
          
            
            

          

          
            O-2

            
              

            

          

          
            
            

          

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Master
                    Servicer

                	
                  Paying
                    Agent

                	
                  Trustee

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	 	 	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	 	 	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	 	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	 	 	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor’s pool assets (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	
                  X

                	 	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	
                  X

                	 	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	 	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	 	 	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	 	 	 


        


        
          
            
            

          

          
            O-3

            
              

            

          

          
            
            

          

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Master
                    Servicer

                	
                  Paying
                    Agent

                	
                  Trustee

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	 	 	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	
                  X

                	 	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	
                  X

                	 	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	 	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	 	 	
                  X

                


        

        



        
          
            
            

          

          
            O-4

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P-1

         

        ADDITIONAL
          FORM 10-D DISCLOSURE

        


        
          	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible

                
	
                  Item
                    1: Distribution and Pool Performance Information

                  Information
                    included in the Distribution Date Statement

                   

                   

                  Any
                    information required by 1121 which is NOT included on the Distribution
                    

                  Date
                    Statement

                	
                   

                   

                   

                  Master
                    Servicer (as to any Servicer, to the extent provided by such
                    Servicer),

                  Trustee
                    (if Paying Agent) and Paying Agent 

                   

                  Depositor
                    (to the extent of any additional information that has not already
                    been
                    provided by the Master Servicer)

                
	
                  Item
                    2: Legal Proceedings

                  per
                    Item 1117 of Reg AB

                	
                  (i)
                    All parties to the Trust Agreement (as to themselves), (ii) the
                    Trustee as
                    to the issuing entity, (iii) the Depositor as to the sponsor,
                    any 1110(b)
                    originator, any 1100(d)(1) party and (iv) the Master Servicer,
                    as to any
                    Servicer, to the extent provided by such Servicer

                
	
                  Item
                    3: Sale of Securities and Use of Proceeds

                	
                  Depositor

                
	
                  Item
                    4: Defaults Upon Senior Securities

                	
                  Trustee

                
	
                  Item
                    5: Submission of Matters to a Vote of Security Holders

                	
                  Trustee

                
	
                  Item
                    6: Significant Obligors of Pool Assets

                	
                  Depositor

                
	
                  Item
                    7: Significant Enhancement Provider Information

                	
                  Depositor

                
	
                  Item
                    8: Other Information

                	
                  Any
                    party responsible for disclosure items on Form 8-K

                
	
                  Item
                    9: Exhibits

                	
                  Depositor
                    and Master Servicer (on behalf of any Servicer or on its own
                    behalf if
                    acting as a Servicer)

                


        

        


        .

         


        
          
            
            

          

          
            P-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P-2

         

        ADDITIONAL
          FORM 10-K DISCLOSURE

        
          	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible

                
	
                  Item
                    1B: Unresolved Staff Comments

                	
                  Depositor

                
	
                  Item
                    9B: Other Information

                	
                  Any
                    party responsible for disclosure items on Form 8-K

                
	
                  Item
                    15: Exhibits, Financial Statement Schedules

                	
                  Depositor,
                    Servicer, Master Servicer, Subservicer

                
	
                  Additional
                    Item:

                  Disclosure
                    per Item 1117 of Reg AB

                	
                  (i)
                    All parties to the Trust Agreement (as to themselves), (ii) the
                    Trustee
                    and Depositor as to the issuing entity, (iii) the Depositor as
                    to the
                    sponsor, any 1110(b) originator, any 1100(d)(1) party and (iv)
                    the Master
                    Servicer, as to any Servicer, to the extent provided by such
                    Servicer

                
	
                  Additional
                    Item:

                  Disclosure
                    per Item 1119 of Reg AB

                	
                  (i)
                    All parties to the Trust Agreement as to themselves, (ii) the
                    Depositor as
                    to the sponsor, originator, significant obligor, enhancement
                    or support
                    provider and (iii) the Master Servicer, as to any Servicer, to
                    the extent
                    provided by such Servicer

                
	
                  Additional
                    Item:

                  Disclosure
                    per Item 1112(b) of Reg AB

                	
                  Depositor

                
	
                  Additional
                    Item:

                  Disclosure
                    per Items 1114(b) and 1115(b) of Reg AB

                	
                  Depositor

                


        

        



        
          
            
            

          

          
            P-2-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P-3

         

        ADDITIONAL
          FORM 8-K DISCLOSURE

        


        
          	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible

                
	
                  Item
                    1.01- Entry into a Material Definitive Agreement

                	
                  Any
                    party to the Trust Agreement which is a party to such
                    agreement

                
	
                  Item
                    1.02- Termination of a Material Definitive Agreement

                	
                  Any
                    party to the Trust Agreement which is a party to such
                    agreement

                
	
                  Item
                    1.03- Bankruptcy or Receivership

                	
                  Depositor

                
	
                  Item
                    2.04- Triggering Events that Accelerate or Increase a Direct
                    Financial
                    Obligation or an Obligation under an Off-Balance Sheet
                    Arrangement

                	
                  Depositor

                
	
                  Item
                    3.03- Material Modification to Rights of Security Holders

                	
                  Trustee
                    and Depositor

                
	
                  Item
                    5.03- Amendments of Articles of Incorporation or Bylaws; Change
                    of
                    

                  Fiscal
                    Year

                	
                  Depositor

                
	
                  Item
                    6.01- ABS Informational and Computational Material

                	
                  Depositor

                
	
                  Item
                    6.02- Change of Servicer or Trustee

                	
                  Master
                    Servicer (as to itself and as to any Servicer, to the extent
                    provided by
                    such Servicer), Trustee (as to itself), Seller

                
	
                  Item
                    6.03- Change in Credit Enhancement or External Support

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Trustee

                
	
                  Item
                    6.05- Securities Act Updating Disclosure

                	
                  Depositor

                
	
                  Item
                    7.01- Reg FD Disclosure

                	
                  Depositor

                
	
                  Item
                    8.01

                	
                  Depositor

                
	
                  Item
                    9.01

                	
                  Depositor

                


        

        



        
          
            
            

          

          
            P-3-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P-4

         

        ADDITIONAL
          DISCLOSURE NOTIFICATION

        


        Structured
          Asset Securities Corporation, as Depositor

        745
          Seventh Avenue, 7th Floor

        New
          York,
          New York 10019

        Attention:
          Mortgage Finance, SARM 2007-2

        


        Wells
          Fargo Bank, N.A.

        Client
          Service Manager (SARM 2007-2)

        9062
          Old
          Annapolis Road

        Columbia
          MD 21045

        


        RE:
          **Additional Form [10-D][10-K][8-K] Disclosure** Required

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section [ ] of the Trust Agreement, dated as of February
          1,
          2007, by and among Structured Asset Securities Corporation, as Depositor,
          Aurora
          Loan Services LLC, as Master Servicer and Wells Fargo Bank, N.A., as Trustee,
          the undersigned, as [ ], hereby notifies you that certain events have come
          to
          our attention that [will] [may] need to be disclosed on Form
          [10-D][10-K][8-K].

         

        Description
          of Additional Form [10-D][10-K][8-K] Disclosure:

         

         

        List
          of any Attachments hereto to be included in the Additional Form
          [10-D][10-K][8-K] Disclosure:

         

         

        Any
          inquiries related to this notification should be directed to
          [     ], phone number:
          [           ]; email address:
          [           ]. 

         

        [NAME
          OF PARTY],

        as
          [role]

         

        By:                        

        Name:

        Title:

         

        



        
          
            
            

          

          
            P-4-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          Q-1

        


        FORM
          OF
          BACK-UP SARBANES-OXLEY CERTIFICATION

        [  ]

        [  ]

        [  ]

         

        
          	 	
                  Re:

                	
                  SARM
                    2007-2

                


        

         

        [_______],
          the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
          the Master Servicer and the Trustee, and each of their officers, directors
          and
          affiliates that:

         

        (1) I
          have
          reviewed [the servicer compliance statement of the Company provided in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
          report on assessment of the Company’s compliance with the Servicing Criteria set
          forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
          accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation
          Report”), and all servicing reports, officer’s certificates and other
          information relating to the servicing of the Mortgage Loans by the Company
          during 200[ ] that were delivered by the Company to any of the Depositor,
          the
          Master Servicer and the Trustee pursuant to the Agreement (collectively,
          the
“Company Servicing Information”);

         

        (2) Based
          on
          my knowledge, the Company Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Company Servicing Information;

         

        (3) Based
          on
          my knowledge, all of the Company Servicing Information required to be provided
          by the Company under the Agreement has been provided to the Depositor,
          the
          Master Servicer and the Trustee;

         

        (4) I
          am
          responsible for reviewing the activities performed by [_______] as [_______]
          under the [_______] (the “Agreement”), and based on my knowledge[and the
          compliance review conducted in preparing the Compliance Statement] and
          except as
          disclosed in [the Compliance Statement,] the Servicing Assessment or the
          Attestation Report, the Company has fulfilled its obligations under the
          Agreement in all material respects; and

         

        (5) [The
          Compliance Statement required to be delivered by the Company pursuant to
          the
          Agreement, and] [The] [the] Servicing Assessment and Attestation Report
          required
          to be provided by the Company and [by any Subservicer or Subcontractor]
          pursuant
          to the Agreement, have been provided to the Depositor, the Master Servicer
          and
          the Trustee. Any material instances of noncompliance described in such
          reports
          have been disclosed to the Depositor, the Master Servicer and the Trustee.
          Any
          material instance of noncompliance with the Servicing Criteria has been
          disclosed in such reports.


        
          
            
            

          

          
            Q-1-1

            
              

            

          

          
            
            

          

        


         

        Capitalized
          terms used but not defined herein have the meanings ascribed to them in
          the
          Trust Agreement, dated as of February 1, 2007 (the “Trust Agreement”) by and
          among Structured Asset Securities Corporation, as Depositor, Wells Fargo
          Bank,
          N.A., as Trustee and Aurora Loan Services LLC, as Master Servicer. Capitalized
          terms used but not defined herein shall have the meanings given to them
          in the
          Trust Agreement.

         

        [_______]

        as
          [_______]

        By:

        Name:

        Title:

        Date:

        


         


        
          
            
            

          

          
            Q-1-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          Q-2

         

        FORM
          OF
          CERTIFICATION TO BE

        PROVIDED
          BY THE TRUSTEE

        


        
          	
                  Re:

                	
                  Structured
                    Adjustable Rate Mortgage Loan Trust (the “Trust”),
                    Mortgage Pass-Through Certificates, Series 2007-2, issued pursuant
                    to the
                    Trust Agreement, dated as of February 1, 2007, among Structured
                    Asset
                    Securities Corporation, as Depositor, Aurora Loan Services, LLC,
                    as Master
                    Servicer, and Wells Fargo Bank, N.A., as Trustee

                
	 	 


        

        The
          Trustee hereby certifies to the Depositor and the Master Servicer, and
          their
          respective officers, directors and affiliates, and with the knowledge and
          intent
          that they will rely upon this certification, that:

         

        (1) I
          have
          reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
          Report”), and all reports on Form 10-D required to be filed in respect of period
          covered by the Annual Report (collectively with the Annual Report, the
          “Reports”), of the Trust;

         

        (2) To
          my
          knowledge, (a) the Reports, taken as a whole, do not contain any untrue
          statement of a material fact or omit to state a material fact necessary
          to make
          the statements made, in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered by the Annual
          Report, and (b) the Trustee’s assessment of compliance and related attestation
          report referred to below, taken as a whole, do not contain any untrue statement
          of a material fact or omit to state a material fact necessary to make the
          statements made, in light of the circumstances under which such statements
          were
          made, not misleading with respect to the period covered by such assessment
          of
          compliance and attestation report;

         

        (3) To
          my
          knowledge, the distribution information required to be provided by the
          Trustee
          under the Trust Agreement for inclusion in the Reports is included in the
          Reports;

         

        (4) I
          am
          responsible for reviewing the activities performed by the Trustee under
          the
          Trust Agreement, and based on my knowledge and the compliance review conducted
          in preparing the assessment of compliance of the Trustee required by the
          Trust
          Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
          its
          obligations under the Trust Agreement in all material respects; and

         

        (5) The
          report on assessment of compliance with servicing criteria applicable to
          the
          Trustee for asset-backed securities of the Trustee and each Subcontractor
          utilized by the Trustee and related attestation report on assessment of
          compliance with servicing criteria applicable to it required to be included
          in
          the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
          Act
          Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
          Any material instances of non-compliance are described in such report and
          have
          been disclosed in the Annual Report.

         

        
          
            
            

          

          
            Q-2-1

            
              

            

          

          
            
            

          

        

        In
          giving
          the certifications above, the Trustee has reasonably relied on information
          provided to it by the following unaffiliated parties: [names of servicer(s),
          master servicer, subservicer(s), depositor, trustee, custodian(s)]

         

        


        Date:     

        


        Wells
          Fargo Bank, N.A., as Trustee

        


                            

        [Signature]

        [Title]


        
          
            
            

          

          
            Q-2-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          R

        


        TRANSACTION
          PARTIES

        


        Sponsor
          and Seller: Lehman Brothers Holdings, Inc.

        


        Depositor:
          Structured Asset Securities Corporation

        


        Trustee:
          Wells Fargo Bank, N.A.

        


        Securities
          Administrator: N/A

        


        Master
          Servicer: Aurora Loan Services LLC

        


        Credit
          Risk Manager: N/A

        


        PMI
          Insurer: N/A

        


        Interest
          Rate Swap Counterparty: ABN AMRO Bank N.V.

        


        Interest
          Rate Cap Counterparty: Lehman Brothers Special Financing, Inc.

        


        Servicers:
          Aurora Loan Services LLC, Colonial Savings, F.A. and Countrywide Home Loans
          Servicing LP 

        


        Originators:
          ACT Mortgage Corporation, Baltimore American Mortgage Corp., Colonial Savings,
          F.A., Countrywide Home Loans, Inc., Freedom Mortgage Corp., Lehman Brothers
          Bank, FSB, Meridias Capital, Inc., Platinum Community Bank, FSB, Plaza
          Home
          Mortgage Inc., Residential Mortgage Capital, Shea Mortgage Inc.

        


        Custodians:
          LaSalle Bank National Association and U.S. Bank National
          Association

        


        Seller:
          Lehman Brothers Holdings Inc.


        
          
            
            

          

          
            R-1

            
              

            

          

          
            
            

          

        


         

        SCHEDULE
          A

         

        MORTGAGE
          LOAN SCHEDULE

         

        


        On
          file
          at the offices of:

        Dechert
          LLP

        2929
          Arch
          Street

        Philadelphia,
          Pennsylvania 19104

        Attn:
          Steven J. Molitor

        Telephone:
          (215) 994-2777

        Telecopier:
          (215) 994-2222


        
          
            
            

          

          
            Sch.-A-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          B

        


        EARLY
          PAYMENT DEFAULT MORTGAGE LOAN SCHEDULE

        


        On
          file
          at the offices of:

        Dechert
          LLP

        2929
          Arch
          Street

        Philadelphia,
          Pennsylvania 19104

        Attn:
          Steven J. Molitor

        Telephone:
          (215) 994-2777

        Telecopier:
          (215) 994-2222


        
          
            
            

          

          
            Sch.-B-1